[2025] UGCA 24

## THE REPUBLIC OF UGANDA IN THE COURT OF APPEAL AT UGANDA AT KAMPALA CIVIL APPEAL NO. 218 OF 2019

(Coram: Cheborion, Gashirabake and Mugenyi, JJA)

$10$

$\cdot$

$\mathsf{S}$

#### 1. NGOBI JOSEPH

- 2. BALUGAMBIRE SULAI - 3. SERINA MASIKA & 131 OTHERS::::::::::::::::::::::::::::::::::::

#### **VERSUS**

## **STEEL CORPORATION OF** EAST AFRICA LTD::::::::::::::::::::::::::::::::::::

(Appeal from the decision of the High Court of Uganda at Kampala (Civil Division) before Ssekaana, J. in Civil Suit No, 866 of 2000 dated 30^th November, 2011) $20$

#### **JUDGMENT OF CHRISTOPHER GASHIRABAKE, JA**

This appeal is from the decision of Ssekaana, J dismissing a suit filed by the $\lceil 1 \rceil$ appellants against the respondent, with no order as to costs.

#### **Background**

The appellants, former employees of the East African Steel Corporation Ltd $[2]$ "EASCO") instituted the High Court suit against the respondent and another company Muljibhai Madhvani & Co. Ltd ("MMCO") seeking a declaration that they were entitled to be paid terminal benefits, by the defendants, arising from the termination of their employment with EASCO; general damages, interest and costs. During the course of trial, MMCO was struck off as a defendant after it was wound up, and trial continued in respect of the respondent only.

The factual background to the appellants' suit can stated briefly. The $[3]$ respondent, the Steel Corporation of East Africa ("SCOEA"). A private company, was incorporated on 6^th October, 1960. The respondent's first shareholders were

persons of Asian descent. The respondent was engaged in the steel manufacturing business and operated a steel plant at Masese in Jinja District. 5

l4l As, is well known, in the early 1970s. the Govemment of General Idi Amin expelled persons of Asian descent and took over their property. For the respondent, this happened in 1972 when the Govemment expropriated the Masese Steel Plant.

t5] Again, as is well known, in the early 1980s, the Govemment at the time, adopted a policy to ensure the retum of property expropriated by the Idi Amin Government from persons of Asian Descent, to the previous owners. To facilitate this policy, the expropriated property was transferred to the Departed Asians' Property Custodian Board (DAPCB), to manage it, pending an application by the previous owners for its repossession.

owner. t6] In accordance with this practice, the Govemment managed the Masese Steel plant between 1972 and 1992. The Government managed the Masese Steel Plant through EASCO, a private limited company, it incorporated for the purpose. In February, 1994,, the Masese steel plant was retumed to the respondent, its previous

t7l It is worth noting that Government, while it managed the Masese steel business through EASCO, employed several persons who were instrumental in keeping the steel plant operational from 1980 to 1994, when it was retumed to the respondent.

t8] The respective employment contracts of many of these employees, including the 134 appellants, were terminated by EASCO effective 3l't July 1994. The Appellants contend that EASCO computed terminal benefits for these former employees but only made partial payments, leaving outstanding terminal benefits.

?q.

t9] Hence the suit by the appellants seeking for payment of their outstanding terminal benefits from the respondents, to whom the Masese steel plant had been returned.

- ⁵ I I 0] The respondent, in its written statement of defence, denied responsibility for the appellants outstanding terminal benefits. It averred that appellants were former employees of EASCO, a separate entity, and that it therefore had no responsibility to pay the outstanding terminal benefits, which were EASCO'S liabilities. - I l ] In his judgment, the leamed trial Judge found in favour of the respondent and dismissed the appellants' suit for disclosing no cause of action against the respondent. He held that the appellants were employed by EASCO which was distinct from the respondent, and that it was EASCO that was liable to pay the appellants' outstanding terminal benefits. The learned trial Judge held that respondent was not, in the absence of formal agreement to novate or transfer liability, liable to pay the appellants' outstanding terminal benefi ts. 10 15

112) Being dissatisfied with the learned trial Judge's decision. The appellants lodged this appeal in this Court, on the following grounds

- "l) The learned trial Judge erred in law and fact in holding that the plaintiffs had no cause of action against the defendant. 20 - 2) The learned trail Judge erred in law and in fact in holding the defendant was not liable to pay terminal benefit to the plaintiffs." - [13] The appellants prayed for the following orders: - "1) That the appeal be allowed. - 2) That the orders of the High Court be set aside. - 3) That the following orders be made in favour of the appellants, namely: - a) The respondent does pay to the appellants Ug. Shs.328,84I,896/= as their terminal benefits - b) The respondent does pay to the appellants, general damages for loss and inconvenience caused. - c) The respondent pays to the appellants, interest at 25o/o p.a on (a) above from 3l't July 1994 till payment in full.

- ⁵ d) The respondent does pay to the appellants, interest at 25Yo p.a on (b) above from date of judgment till payment in full."

## 4)That the costs of this appeal and the High Court be granted to the appellants."

10 [14] The respondent opposed the appeal and prayed that this Court dismisses it.

#### Representation

[ 5] At the hearing, Mr. Peter Walubiri Mukidi represented the appellants. Mr. Paul Kuteesa represented the respondent.

15 Counsel for both sides filed written submissions in support of their respective parties' CASCS

#### Analysis

[ 16] This is a first appeal. The trial of the appellants' suit having taken place in the High Court. While handling first appeals, this Court is under Rule 30 (1) (a) of the

20 Rules of this Court expected to reappraise the evidence and make inferences of fact. In Kifamunte Henry vs. Uganda, Supreme Court Criminal Appeal No. 10 of 1997 it was held that a first appellate Court has a duty to reconsider the evidence and materials before the trial Court and then make its own conclusions.

,< U7l I will keep the above principles in mind as I resolve the grounds of appeal.

### Appellants' submissions

[8] Counsel for the appellants, in his submissions, argued each ground independently.

# Ground I

30 [9] The appellants contended, in ground I of the appeal, that the leamed trial Judge erred in law and fact in holding that the plaintiffs had no cause of action. Counsel for the appellants submitted that the leamed trial Judge's holding was premised on an erroneous premise that there was need for assignment of liability for the appellants' outstanding terminal benefits to the respondent before it could be held ⁵ liable. Counsel submiued that, in the peculiar circumstance of this case, there was no need for formal assignment or novation in respect to appellant's outstanding terminal benefits.

[20] In counsel's view, the respondent's liability to pay the outstanding terminal benefits was confirmed by the Supreme Court in its decision in Civil Appeal No. 13 of 2006: Muljibhai Madhvani & Co. Ltd and Steel Corporation of EA Ltd vs. Francis Mugarura and Others, and thus the learned trial Judge erred in holding otherwise. 10

- l2ll Furthermore, counsel for the appellant submitted that decision in the Francis Mugarura case arose from HCCS 640 of 1994, a test case that was similar to the present case. Counsel pointed out that at the commencement of the hearing of this case, counsel had applied for the consolidation of HCCS 640 of 1994 and HCCS 866 of 2000 from which the present case arose: Justice Tinyinondi who heard the consolidation application refused to grant it but ordered that HCCS 640 of 1994 to be heard first. According to counsel, the inference from the circumstances is that Justice Tinyinondi's order rendered HCCS 640 of 1994 a test, which rendered the Supreme Court decision was applicable. 15 20 - l22l Counsel for the appellants submitted that, in any case, 36 of 134 plaintiffs, were employed by respondent itself, before the Government expropriated its property in 1972. Counsel referred to the Francis Mugarura case (supra) where the Supreme Court held that the respondent was liable to pay the terminal benefits of all persons who were employed before 1972. 25

l23l Furthermore, it was the submission of counsel for the appellants that the Supreme Court in Francis Mugarura case (supra) also held that the respondent was liable to pay the terminal benefits of even the persons employed aft.er 1972. Counsel

⁵ contended that the Supreme Court's decision in Francis Mugarura was binding and the high Court Judge erred in reaching a holding that contradicted the said decision.

l24l Counsel for the appellants further submitted, in the alternative, that there was evidence showing that their respondent had employed all the appellants. He pinpointed the evidence of K. P. Eswar who admitted during cross examination that after the respondent's assets were retumed in February, 1994, the respondent inherited the appellants as its employees and even paid of their outstanding terminal benefits.

125) In counsel's view, the continued employment of the appellants by the respondent showed the existence of an employer - employee relationship and stopped the respondent from denying the employment ofthe appellants. 15

126l In further alternative, counsel for the appellants submitted that there was assignment of the appellants' contracts from EASCO to the respondent by operation of law following the return of the Masese plant to the latter. Counsel cited the High Court case of Waga B. Francis vs The Chief Administrative Officer of Maracha and Another, Civil Suit No. of 2016, where the Court described assignment by operation of the law as a transfer of rights from one person to another, without assignment or assent of the person whom the rights are transferred and which takes place by operation of law in whole variety of widely different circumstances.

[27) Counsel submitted that the repossession by the respondents of its assets amounted to an assignment and in those circumstances, no formal assignment was required. This interpretation was supported by selection 18 of the Employment Act, Cap,2019, the applicable law at the time.

[28] Counsel for the appellants further contended that his earlier submrssrons clearly established that the appellants had a cause of action against the respondent, with the latter being responsible for paying their outstanding terminal benefits. He urged this Court to allow ground I ofthe appeal.

## ⁵ Ground 2

### Appellants' submissions

[29] In support ofground 2, counsel alluded to his submissions on ground I where he argued that the respondent was liable to pay the appellants' outstanding terminal benefits. He submitted that the learned trial Judge erred in refusing to order the respondent to pay those terminal benefits.

#### Respondent's submissions

[30] In his submissions, counsel for the respondent argued both grounds of appeal jointly.

#### Grounds I and ² 15

[3 1] With respect to the submissions on whether the appellants' suit disclosed ^a cause of action against the respondent, counsel for the respondent submitted that the leamed trial Judge rightly held that the appellants had no cause ofaction against the respondent. He submitted that perusal of the appellant's plant clearly showed that they were former employees of EASCO and not the respondent, and in the circumstances, it was the former who was liable for payment of their outstanding terminal benefits.

132) Furthermore, counsel for the respondent, alluding to an agreed fact that appellant's terminal benefits entitlement arose from a collective bargaining agreement (exhibit P5) between EASCO and the appellant's labour union.

[33] The Uganda Mines, Metal and Allied Workers Union, submitted that the respondent who was not a party to this agreement could not held liable under its terms. For the above submission, counsel asserted that leamed trial Judge's finding that the appellants had no cause of action was justified.

,q

[34] On the question of whether EASCO's liability for the appellants' outstanding terminal benefits was transferred to the respondent, counsel for the respondent submitted that the leamed trial Judge righty held that appellants failed to adduce

- evidence of transfer of liability. He relied on the Supreme Court case of National Security Fund and Another vs. Alcon International Ltd. Supreme Court Civil Appeal No. 15 of 2009 where the conditions of lawful transfer of legal obligation were discussed, and submitted that none of those conditions were satisfied in this case. - 10

t35] With Respect to the appellants' submission that the Francis Mugarura case (supra) found the respondent liable to pay the appellants' outstanding benefits, counsel for the respondent contended that the said submission was untrue. He submitted that the Francis Mugarura case (supra) did not apply to the present case as the case did not deal with the issue of whether the respondent was liable to pay the appellants' outstanding terminal benefits.

[36] Counsel for the respondent further submitted that the Francis Mugarura case (supra) did not establish any ratio decidendi that had to be strictly followed by trial Judge. Counsel explained that ratio decidendi is the enunciation of the reason of the principle upon which a question before the court has been decided which alone is binding as precedent.

[37] According to counsel the Supreme Court's decision in the Francis Mugarura case (supra) was a decision on the facts based on the evidence adduced in that case and enunciated no specific principle. Moreover, the facts of that case are distinguishable from the instant case.

[38] As regards the question of whether the order of stay by Justice Tinyinondi in High Court Civil Suit No. 866 of 2000 created liability forthe respondent to pay the appellants' outstanding terminal benefits, counsel submitted that it did not. According the counsel, the application before Justice Tinyinondi was for consolidation and not for declaration of a test suit as envisaged under Order 39 Rules I and 2 of the CPR.

- ⁵ [39] As for the appellant's submission that the respondent was liable to pay the terminal benefits for appellants who were employed before 1972, counsel for the respondent replied that there was no evidence indicating that some the appellants were employed before 1972, and as such there was no basis for making any finding in support of that submission. - 10

[40] In reply to the submissions on the question of whether there was a valid assignment of the appellants' outstanding terminal benefits to the respondent, counsel for the respondent submitted that there was no legal basis for the submission. He contended that in the absence of a specific agreement by way of novation or assignment of liabilities, the respondent could not be held liable for EASCO'S debt.

- [41] Further, that the Expropriated Properties Act, Cap. 87 did not provide for assignment of liabilities of employee benefits that have accrued against the Govemment prior to repossession of assets under the act. - l42l It was further submitted that, Section l8 of the repealed Employment Act, Cap. 219, which the appellants relied on as imposing an assignment was inapplicable. This was because the provision regulated transfer of running contracts of employment from the old employer to the new employer which did not arise in the present case since the appellants' contracts of employment were terminated before retum of the respondent's business. 20 25

[43] Furthermore, that EASCO was under Section 18 (3) of the repealed act, liable to pay the terminal benefits having accepted responsibility under a Collective Bargaining agreement.

l44l Counsel concluded by submitting that that, this Court, in light of the above submissions, disallows grounds 1 and2.

### Appellants' submission in rejoinder

⁵ [45] Counsel for the appellant filed submissions in rejoinder replying to some of the respondent's arguments.

146l In rejoinder to the respondent's submission that collective bargaining agreement of the appellants and EASCO, which was recognised as a brief in the parties' joint scheduling memorandum, placed liability on the latter to pay the appellants' outstanding liabilities, counsel for appellant submitted that the respondent's submissions were made out of context. 10

[47] He reiterated that the appellants were employed by EASCO while the Masese steel plant remained in the hands of Govemment, but that on repossession by respondents, the respondent took over all the assets and liabilities including those under the collective bargaining agreement. 15

[48] As regards the respondent's submission, basing on the NSSF vs Alcon Ltd case (supra), that there was no assignment, novation or transfer of liability from EASCO to the respondent, counsel submitted that the cited case was distinguishable insofar as it dealt with liabilities under a construction contract while the present case deals with repossession of an expropriated business under the Expropriated Properties Act, Cap. 87. 20

- l49l Counsel further submitted that since Govemment maintained the Masese steel business as a going concem during expropriation, the respondent ought to be deemed to have repossessed the liabilities incurred in running the business, including payment of the appellants' terminal benefits. 25 - [50] On the respondent's submission that the Francis Mugarura case (supra) established no binding ration decidendi, counsel for the appellants submitted in rejoinder that the workers affected by that decision had similar circumstances to the appellants in that case in that they were all former employees of EASCO, whose employment was terminated in July 1994. 30 [5 1] Further, that the workers in Francis Mugarura decision and the appellants were all listed as former employees of EASCO and all these former employees were listed in Exhibits Pl. P6, P7, P8, P9, and Pl0. Counsel contended that the subject matter in both suits is the same, and so is the evidence on repossession, handover and calculation of terminal benefits. Accordingly, counsel submitted that this Court be pleased to follow the decision in the Francis Mugarura case.

152) With respect to the submission that HCCS 640 of 1994 was not a test case because there no application under Order 39 Rule I and2 of the CPR, counsel for the appellants submitted in rejoinder that this Court should, as required under Article 126 (2) (e) ofthe 1995 Constitution, look not at the form but the substance ofthe court order and consider that the present case the substance was that Justice Tinyinondi's order rendered HCCS 640 of 1994, a test case.

20 [53] Counsel's further rejoinder submissions reiterated the earlier submissions and ^I need not reproduce them,

## Decision on grounds I and ²

25 [54] I have carefully considered the respective counsel's submission on grounds ¹ and2.

[55] In my view, the arguments raised in the respective counsel's submission can resolved by answering the following three issues:

- "1) whether the appellant's suit disclosed a cause of action against the respondent. - 2) If so, whether whether lhe respondent was liable to pay the appellants 'outstanding terminal beneJits - 3) Whut are the most appropriate remedies in the present case?

Whether the appellant's suit disclosed a cause of action against the respondent.

[56] In the oft-cited case of Auto Garage Ltd vs. Motokov (No.30 U9711 I EA 524 (per Spry, V-P), it was held that a cause of action is disclosed if a plaint shows that the plaintiffenjoyed a right, that the right has been violated and the defendant is liable.

l57l It is also worth noting that in deciding whether or not a suit discloses a cause of action, one looks, ordinarily, only at the plaint and assumes that the facts alleged in it are true. Jeraj Shariff & Co. vs. Chotai Fancy Stores U9601 I E,A374 quoted with

approval by Mulenga, JSC in Attorney General vs. Major General David Tinyefuza, Supreme Court Appeal No, I of 1997.

[58] Furthermore, as stated by Mulenga, JSC in the same case, for purposes of determining whether a cause of action is disclosed, it is not necessary to determine whether there is merit in the allegations in the pleadings.

[59] In the present case, the case for the appellants, as set out in their plaint, was that they were former employees of EASCO whose assets and liabilities were taken over by the respondent. The appellants also alleged that the liabilities transferred to the respondent included their outstanding terminal benefits which accrued following the termination of their employment with EASCO.

[60] Therefore, in evaluating whether the appellants' plaint disclosed a cause of action against the respondents, one had to assume that the allegations, set out thereon, that liability for the appellants' outstanding terminal benefits was transformed from EASCO to the respondent, are correct.

[61] Ifthese allegations are taken as correct, it is clear that the appellants had a right to demand payment of their outstanding terminal benefits from the respondent. Since

t2

5 the respondent to whom liability to pay, for the said terminal benefits was transferred, refused to pay. He was rendered liable to be sued by the appellants.

162) In my view, this completes the analysis required for determining whether the appellants disclosed a cause of action, and the issue must be answered in affirmative.

- [63] It appears that the learned trial Judge failed to appreciate the gist ofthe case set out in the appellants' plaint. He took the view that the appellants disclosed only that they were employed by EASCO, and not the respondent, and this the latter being a separate company was not liable for the former's liabilities. 10 - 164) With respect, this was a mistaken view of the appellants' case, which I have already described earlier. I would therefore agree with the submission of counsel for the appellants that the appellants, in their plaint, disclosed a cause of action against the respondent. 15

t65] I would therefore answer issue 1 in the affirmative and also find that ground ^I from which this issue arises must succeed.

# If so, whether the respondenl was liable to pay lhe appellants' outstancling terminal beneJits.

[66] The appellants' case was for payment of outstanding terminal benefits of Ug. Shs. 328,841,896/: following the termination of their employment with EASCO, As I explained earlier, the appellants' case was also that their respondent was liable to pay the said benefits as accompany to whom the assets and liabilities of EASCO were transferred. 25

167l I earlier described the background to this case, but will repeat it very briefly. In 1972, the respondents' assets, including the Masese steel plant to which this appeal is concemed, were expropriated to the Government following the expulsion of persons of Asian descent, who were the majority shareholders therein and the owners of the steel plant. On 21't February, 1982, the Expropriated Properties Act No. 9 of 1982 30

⁵ (EPA), came into force. This Act provided for the retum of the property of expelled Asians to its former owners. The Act also provided that the property would, pending retum to its former owners, be managed by the Ministry of Finance.

[68] Furthermore,, the Act put in place a mechanism under which the former owners would apply to the Ministry of Finance for repossession of their property. 10

[69] As this has shown, some of the property dealt with under the EPA, included the assets of companies such as the Masese steel plant which belonged to the respondent. Between 1980 and 1994,the management of the steel plant had vested in the Ministry of Finance which incorporated EASCO, a company to manage the steel plant.

¹⁷0l It also appointed several managers. EASCO also hired various employees, whom, it can be safely assumed were critical to its maintenance as a going concem.

[71] It is uncontested that the steel plant was returned to the respondent as its former owner in February, 1994. The return of the steel plant signaled the transfer of assets from EASCO to their respondent. A related point, and one at the heart of this case, is whether their liabilities incurred by EASCO during the management of the steel plant were also transferred to the respondent. 20

- zs Uzl The case for the appellants was that liabilities were so transferred by assignment, while the case for respondent was that there was no such assignment, which could only have been said to exist if there was such deed of assignment or novation. - [73) I will begin by discussing some important principles on assignment. Assignment is a mechanism by which rights or property may be transferred from one person (the assignor) to another person (the assignee). In the field of contract law, with which this case is concerned, an assignment may arise by an act of the parties, in which case, this may include. "an assignment of either of rights or of liabilities under 30

⁵ a contract; or as it is sometimes expressed, an assignment of the benefit or the burden of the contract. "See Halsbury's Laws of England/Contract (Volume 9 (1) (Reissue).

174] The principles on assignment or transfer of liabilities by an express act of the parties were discussed in the Supreme Court's decision in the case of National Security Fund and Another vs. Alcon International Ltd. Civil Appeal No. 15 of

2009 which was cited by counsel for the respondent.

[75] However, it has also been judicially recognised that an assignment may also arise by operation of law, where assets are transferred from one person pursuant to the terms of particular statute. The Supreme Court, in its decision in the case of Non-Performing Assets Recovery Trust vs. Kapeeka Coffee Works Ltd and Another, Civil Appeal No. 8 of 2001, recognized this sort of transfer by operation of law. The case involved circumstances where the assets of Uganda Commercial Bank were, pursuant to Non-Performing Assets Recovery Trust Statute No. 1l of 1994, transferred to the Non-performing Assets Recovery Trust. In that case, the Supreme Court recognized that there was no need for a deed of assignment and that the operation of the law sufficed to effect the transfer. 20 15

[76] It is also worth mentioning that there exists another distinct mechanism albeit similar to assignment. Known as novation. In the UK House of Lords case of SCARF v Jardine (1882) 7 App Cas 351. It was stated that novation refers to ^a situation where there being a contract in existence, some new contract is substituted for it. Either between the same parties or between different parties; the consideration mutually being the discharge of the old contract. In the SCARF case (supra), it was recognized that novation arises from an express agreement of all the parties to both the new and old contracts. It therefore appears that a key distinction is that novation can only arise by the express agreement of the parties and never by the operation of law. ,q 30

⁵ U7l Therefore, as I understand it, the appellants' claim was based on assignment or transfer of liability from one person to another by operation of law.

[78] The success of the appellants' case, therefore depended on them affirmatively establishing that the EPA Legal framework not only retumed the assets of Asian Owners but also transferred the attendant liabilities as well. My considered view is that in circumstances of this case, it can reasonably be deduced that EASCO hired employees to keep the Masese steel plant functional, and in a good state. However, in absence of express language in the provisions ofthe EPA transferring liabilities to the former owner upon repossession, I cannot infer a transfer of liability upon repossession of assets into the EPA, if parliament had wished to do so they would have expressly stated so. 10 15

[79] Therefore, it is my considered view that the if the Parliament had intended that the EPA framework would involve the retum of the expropriated assets to their former Asian owners, together with the attendant liabilities incurred in maintaining those assets during the expropriation period, the EPA would have expressly stated so, but it does not.

[80] The examole of an assi snment transferrins assets tosether and liabilities and 2s obligations by operation of law was considered by the supreme court in its decision of Non-Performing Assets Recovery Trust vs. Kapeeka Coffee Works Ltd and Another, (Supra). In that case the Supreme Court at Page 16 considered the provisions of Non-Performing Assets Recovery Trust Statute No. I I of 1994, Section ¹1 (2) thereof specifically states as follows:

"(2) All Assets rights liabilities and obligations attached to a non-performing asset transferued by the bank to the Trust under this section, which immediately before the date of transfer were held by or subsisted against the

⁵ bank shall, subject to any directions given by the Minister in writing, vest in, or as the case may be, subsist against the Trust"

[81] It was on the basis of Section 11 (2) of the NPART Statute quoted above that the Supreme Court to conclude that assets and liabilities of Banks were transferred to NPART without the necessity of a Deed of Assignment. I cannot find the same words or intention in the provisions of the EPA.

[82] The peculiar circumstances of this Appeal are that the Govemment of Uganda incorporated a private limited company EASCO, which was the employer of the Appellants and it is, this company that terminated their employment prior to the Respondent repossessing the Masese Steel Plant. It is this same company that negotiated and agreed the Appellants' terminal benefits again prior to handing over the plant to the respondent and this company still exists as is evident in Exhibit D 10. 15

- [83] Therefore, in absence of a specific agreement to assign liabilities of EASCO to the Respondent and in absence of an express provision of the law transferring the liabilities to the respondent I find no basis to hold the respondent liable for the said liabilities. 20 - [84] I am alive to the decision of the Supreme Court in Muljibhai Madhvani & Another vs. Francis Mugarura and 37 Others, Civil Appeal No. 13 of 2006, on which the appellants and respondent made submisiion. This was a case dealing with a claim for outstanding terminal benefits by former employees of EASCO, just like the appellants, the supreme Court, just like the Court of Appeal and High Court, found that respondent was liable to pay such benefits. However, a review of the decision of the Supreme, shows that a variation in the facts with this Appeal. In the earlier matter it appears to have been accepted fact that the appellants had been employed by the respondent, it is the respondent that terminated them and it is the respondent that part paid their terminal benefits. 25 30

- ⁵ [85] The parties seem to have taken it for granted that the EASCO and the respondent were one and the same entity. Yet in this case, it has been shown that EASCO and the respondent are separate entities and it is EASCO as opposed to the Respondent that was responsible for the employment, termination and payment of the appellant's terminal benefi ts. - 10

[86] The only question in this matter is as to whether such liability was transferred to the respondent and I have already found it was not.

[87] I find these reasons sufficient to dispose ofthe appeal, and find it unnecessary to consider the other arguments raised in the respective counsel's submissions. I would therefore answer issue 2 in the negative and also dismiss ground 2 of the appeal from which this issue arises.

### Decision

[88] In light of my findings on ground 2 above, I find no merit in this appeal. I would dismiss it. But since the appeal partially succeeded on ground l, I would ²⁰ order each party to bear its costs of the appeal.

signed delivered at Kampala this ) day of ...2025.

Christopher Curf,i\*Uut " JUSTICE OF APPEAL

## THE REPUBLIC OF UGANDA IN THE COURT OF APPEAL AT UGAITDA AT I(AMPALA CIVIL APPEAL NO. 218 OF 2019

(Coram: Cheborion Gashiraba-ke and Mugenyi, JJA)

## 1. NGOBI JOSEPH 2. BALUGAMBIRE SULAI 3. SERINA MASII(A & 131 OTHERS APPELLANTS

### VERSUS

## STEEL CORPORATION OF EAST AFRICA LTD...... ... RESPONDENT

(Appeal ftom the decision of tle High Court of Uganda at Kampala (Ciuil Diuision) before Ssekaana, J. in Ciuil Suit 1Vq 866 of 2000 dated 3Oh Nouember, 201 1)

JUDGMENT OF CHEBORION BARISHAKI, JA

I have had the benefit of reading in draft the judgment prepared by the Hon, Justice Christopher Gashirabake, JA in the above appeal and lagree with the analysis he has made, the conclusions reached and the orders he has proposed

Since Asa Mugenyi JA also agrees, this appeal succeeds in part and each party shall beartheir own costs of the appeal.

is so ordered

Dated at Kampata this.. A:[.f.day ⁰²⁵ rion Barishaki

Justice of Appeal

## THE REPUBLIC OF UGANDA IN THE COURT OF APPEAL OF UGANDA AT KAMPALA CIVIL APPEAL NO. 218 OF 2019

*(Coram: Barishaki, Gashirabake, & Mugenyi JJA)*

#### 1. NGOBI JOSEPH

### 2. BALUGAMBIRE SULAI

3. SERINA MASIKA & 131 OTHERS ::::::::::::::::::::::: APPELLANTS

### **VERSUS**

#### **STEEL CORPORATION OF**

EAST AFRICA LTD :::::::::::::::::::::::::::::::::::

(Appeal from the decision of the High Court of Uganda at Kampala (Land Division) before Kawesa, J in Civil Suit 204 of 2014 dated 20^th May 2021)

### JUDGMENT OF DR. ASA MUGENYI, JA

I have had the advantage of reading in draft the judgement prepared by my learned brother, Hon. Justice Christopher Gashirabake, JA. I agree with the reasoning and orders proposed.

annu Dated at Kampala this. 2025

Dr. Asa Mugenyi **JUSTICE OF APPEAL**