[2025] UGHCCD 33

**THE REPUBLIC OF UGANDA**

**IN THE HIGH COURT OF UGANDA AT KAMPALA**

**(CIVIL DIVISION)**

**CIVIL SUIT No. 434 of 2020**

**CAPT. RUKWIRA PAUL MBAREBA::::::::::::::::::::::::::::::::::::::::::::PLAINTIFF**

**VERSUS**

**UGANDA REVENUE AUTHORITY :::::::::::::::::::::::::::::::::::::: DEFENDANT**

***BEFORE:HON. JUSTICE SSEKAANA MUSA***

**JUDGMENT**

The plaintiff filed a suit against the defendant for breach of contract contrary to Section 38(2) of the Uganda Peoples’s Defense Forces Act, Clauses 2,4 & 8 of the Bonding Agreement and contrary to clauses 3.1.2, 4.4.3, 15.0(q)(zo)(al) and 11 of the Human Resource Management Manual and sought general damages, special damages, punitive damages, interest thereon and costs of the suit.

The plaintiff alleges that on 22nd, August, 2018, he executed a Bonding Agreement with the defendant for period of (4) years. That by acceptance letter dated 10th August, 2018, the plaintiff who had hitherto satisfactorily performed his duties to the best of his abilities for the defendant, had subsequent to execution of the said Bonding Agreement applied for and was granted study leave for (1) year by the defendant in the Republic of Japan whose skills and training was to benefit of the defendant and thus commemorated for his success upon completion of the said course. The defendant renewed the plaintiff’s Contract on 2nd January, 2019 for further (2) years with effect from 7th December, 2018 to 6th December, 2020.

That on 17th October, 2019, the defendant requested for the plaintiff’s detailed report pertaining to his newly acquired skills attained from his study leave training that would benefit the Defendant. That consequently, the plaintiff acquired a loan from Centenary Rural Development Bank guaranteed by salary payments from the defendant which he had hitherto promptly serviced till the 23rd day of June, 2020 when the defendant without any justifiable cause whatsoever ultimately Breached the Contract by terminating the Plaintiff’s employment services in an action that was unfair, wrongful, high handed, harsh thus negligent, reckless, illegal and against public policy.

The defendant filed its written statement of defence wherein it denied all the plaintiff’s claims and stated that it shall raise a preliminary point of law that the plaint does not disclose a cause of action and ought to be rejected and dismissed with costs. The defendant contented that it entered into a Memorandum of Understanding with the Ministry of Defence of Uganda People’s Defence Forces (UPDF) Personnel on secondment and attachment under direct supervision of the defendant. That according to the MOU, the attachment of the UPDF personnel was on a temporary basis for a period agreed upon between Ministry of Defence and the Defendant. UPDF recommended personnel including the plaintiff who was appointed on secondment in the Customs Department of the Defendant for a period of (1) year subject to renewal.

That in the Month of August, 2018, the defendant seconded the plaintiff for paid study leave for one-year effective September 2018 to September 2019 to pursue a Master’s degree in Public Finance at the National Graduate Institute for Policy Studies in Japan and the Defendant renewed the Plaintiff’s contract for further two years effective 7th December, 2018.

That on 25th May, 2020, the Joint Chief of Staff of the Uganda People’s Defence Forces, the plaintiff’s Employer, recalled the plaintiff and other officers back to duty for other assignments and on 23rd June, 2020, the defendant de-seconded the plaintiff back to UPDF and paid him all terminal benefits due.

The parties filed a joint scheduling memorandum where they never agreed to any facts and these issues were agreed upon.

***AGREED ISSUES.***

1. *Whether the plaint discloses a cause of action against the defendant?* 2. *Whether the plaintiff was lawfully de-seconded by the defendant to Uganda People’s Defence Forces?* 3. *Whether there was breach of contract by the defendant?* 4. *Whether the defendant is liable for loss and damages, if any suffered by the plaintiff?* 5. *What remedies are available to the parties?*

The plaintiff was represented by Arthur Kirumira holding brief for Counsel Eric Kiingi and the defendant was represented by Counsel Shallot Katutu.

The parties were directed to file written submissions which were considered by this court to determine the issues raised.

**DETERMINATION.**

***Whether the Plaint discloses a cause of action against the Defendant?***

The Plaintiff’s Counsel stated that O.7 r 11(a) of the Civil Procedure Rules, a Plaint may be rejected by the court if it does not disclose a cause of action. Counsel cited the cases of ***Auto Garage v Motokov (1971) EA 514 and Kapeka Coffee Works Ltd v NPART CACA NO.3 of 2000*.**

Counsel submitted that in the plaintiff’s plaint at Paragraph 6(a)-(d) and para 7, pleaded that he was employed by the defendant on contract and was unfairly terminated. That in the plaintiff’s evidence in chief, he testified that he was recruited as a customs officer (grade one) on secondment from the UPDF. That this evidence was admitted in evidence by court.

Further submitted that clause 6.1 of the Employment Contract, provides for the de-secondment without notice. ‘the authority reserves the right to de-second you back to UPDF without notice or payment in lieu of notice at any time and sets out the wrongs that would lead to such a kind of termination. This provision was not applicable to the plaintiff. That clause 13.1 of the HRMM, clauses 6.1 and 6.2 of the Contract, provide for termination of an employee’s contract of service after giving the employee either one month notice or one month’s salary in lieu of notice or in case the plaintiff has breached some of the conditions for him to summarily to be dismissed.

That DW1 admitted in para 11 of his witness statement that the plaintiff was by letter dated 30th day of October, 2015 seconded to the defendant and DW2 in his testimony testified that the plaintiff was recommended by UPDF on secondment to work with the defendant who through a letter accepted to the same. However, in paragraphs 6 & 7 of the plaintiff’s statement, he testified that, the defendant terminated his services which was a total breach of his employment contract.

The defendant’s counsel in reply submitted that the Amended Plaint does not disclose a cause of action against the Defendant. That paragraph 5 of the Plaint simply states the prayers sought by the Plaintiff but not stating the cause of action. And paragraph 6 only states about a plaintiff being a high performer, a bonding agreement was executed by the plaintiff and defendant, plaintiff was granted study leave to study in Japan, the plaintiff’s contract was renewed and that the plaintiff acquired a loan from Centenary Bank Guaranteed by salary payments from the defendant. By paragraph 8, it is stated that the defendant breached the contract of services without exploring all avenue available at law to amicably resolve the matter.

That from the plaint, it is not clear what right the plaintiff states that he enjoyed and violated, and which contract the plaintiff claims to have been breached.

Counsel stated that in justifying the plaintiff’s purported cause of action, counsel for the plaintiff made reference to the witness statements and exhibits. And counsel submitted that in determining whether a plaint discloses a cause of action, reference ought to be made to the Plaint only as per the decision of the Court of Appeal in **Kapeke Coffee Works Ltd v NPART, CACA No.3/2000.** That therefore the Defendant maintain that the Plaint does not state or show any liability on the part of the defendant and ought to be disregarded.

***Analysis***

The general rule is that whenever the court is called upon to evaluate and determine, whether or not a plaint raises a reasonable cause of action, the court looks at the plaint and its annexures - ***See: Serugo Ismael vs. Kampala City Council & Anor (Constitutional Appeal 2 of 1998) [1999], Kampala Rugby Union Football Club v Capital ventures International Ltd (M. A No. 523/2011; Maximov Oleg Petrovich vs Premchandra Shenoi & Anor[1998]I KALR 52.***

It is trite law that where questions of whether a plaint discloses a cause of action arise, the court is obligated to peruse the plaint itself together with its annexures in order to answer this question. ***See: Kapeka Coffee Works Ltd vs NPART CACA No. 3 of 2000***. Court doesnot have to consider any other information save for what is laid out in the plaint toascertain the cause of action.

A cause of action refers to a group of operative facts giving rise to one or more bases for suing; a factual situation that entitles one person to obtain a remedy in court from another person. A cause of action means the cause of complaint or a right or obligation or a dispute which a court of law would use its adjudicatory or jurisdictional powers to determine and resolve. It also consists of or includes all material facts a plaintiff is saddled with the responsibility of proving if traversed in order to obtain judgment in his/her favour.

The Supreme Court defined what a cause of action is in the case of ***Major General David Tinyefunza vs. Attorney General Const. Appeal No. 1 of 1997*** where the court cited with approval the definition of a case of action by ***Mulla on the Indian Code of Civil Procedure, Volume 1, and 14th Edition at page 206***:

*“A cause of action means every fact, which, if traversed, it would be necessary for then plaintiff to prove in order to support his right to a judgment of the court. In other words, it is a bundle of facts which taken with the law applicable to them gives the plaintiff a right to relief against the defendant. ... It is, in other words, a bundle of facts, which it is necessary for the plaintiff to prove in order to succeed in the suit. But it has no relation whatever to the defense which may be set up by the defendant, nor does it depend upon the character of the relief prayed for by the plaintiff. It is a media upon which the plaintiff asks the court to arrive at a conclusion in his favour. The cause of action must be antecedent to the institution of the suit.”*

The term "reasonable cause of action" on the other hand was defined by **Lord Pearson** in the case of ***Drummond Jackson vs British Medical Association [1970] 1 All E R 1094* at 1101**

“*In my opinion the traditional and hitherto accepted view—that the power should only be used in plain and obvious cases—is correct according to the evident intention of the rule for several reasons. ... No exact paraphrase can be given, but I think ‘reasonable cause of action’ means a cause of action with some chance of success, when (as required by r 19(2)) only the allegations in the pleading are considered. If when those allegations are examined it is found that the alleged cause of action is certain to fail, the statement of claim should be struck out.”*

It is a settled position of the law that for a plaintiff to establish a sustainable cause of action in their pleadings, the plaint must show (a) that the plaintiff had a right, (b) that the right was violated or breached, and (c) that the Defendant is liable. *See:* ***Auto Garage vs Motokov [1971] EA 514; Tororo Cement Co Ltd vs Frokina International Ltd Civil Appeal No. 2 of 2001)***

The plaintiff was employed on secondment from Uganda People Defence Forces in a letter dated 30th October 2015 wherein they de-seconded 07 UPDF Personnel and requested for replacements. The plaintiff was among the 10 officers who took up the placement and/or secondment.

According to the plaintiff’s letter of appointment attached as annexture ‘B’ it was provided under clause 6.2 Termination; *Your secondment is subject to termination at the instance of Uganda Revenue Authority or UPDF in accordance with Sec. 13.1 of the HRMM.*

In a letter dated 25th May 2020, the Joint Chief of Staff wrote to the Commissioner General titled Secondment and De-Secondment of UPDF Personnel –URA;

*‘the officers and militants in Annex A to this letter are de-seconded and should immediately return to UPDF for other assignments’*

The plaintiff was among those de-seconded ordered to return immediately to UPDF for other assignments.

Pursuant to the letter of de-secondment the defendant through Commissioner Corporate Services wrote a letter dated 23rd June 2020 informing the plaintiff that following the de-secondment he was expected to return back to UPDF with effect from 24th June 2020.

The plaintiff from the plaint and defence has no claim or cause of action against the defendant since his terms of service were subject to authority from UPDF. In absence or withdraw of that authority, he could not continue in employment and his cause of action if any was against UPDF who seconded and de-seconded him from the service of Uganda Revenue Authority.

The plaintiff has no cause of action against the defendant.

***Whether the plaintiff was lawfully de-seconded by the defendant to Uganda People’s Defence Forces?******Whether there was breach of contract by the defendant?***

By relying on the documents which sets out the terms and conditions of Employment for the Plaintiff, to wit the appointment letter on secondment in customs department, the HRMM and the bonding agreement executed between the Plaintiff and Defendant, Plaintiff Counsel submitted that Clause 6.1 (DE 7) provides for desecondment without notice, the authority reserves the right to desecond you back to UPDF without notice or payment in lieu of notice if at any one time you;

1. Became bankrupt 2. Are found guilty of any crime 3. Exhibit disgraceful behavior which in the opinion of the authority has or likely to injure the reputation of the authority or business 4. Willingfullydisobeyed lawful instructions or substantially breach any convent provision in this contract. 5. Are found guilty under section 11 of the HRMM 6. Breach any provision of the Leadership Code Act. 7. Fail to meet your performance expectations.

And counsel submitted that according to the evidence on the record, the Plaintiff was not in breach of any of the reasons set out in clause 6.1 of the Appointment letter or Clause 13.1 of the HRMM.

Counsel further stated that the Plaintiff was issued with a certificate of recommendation by the Defendant, a certificate of recognition, and a certificate of service and this proves that the Plaintiff was an exemplary officer and the authority unlawfully terminating his services when he did not commit any the matters referred to in clause 6.1 of the appointment letter was unlawful. that in reference to DE.13 and specifically page 14, paragraphs 8 & 9, it is clear that the Plaintiff could only be liable for desecondment when the period provided for in the contract with the Defendant has expired or upon the Defendant issuing a one-month notice to the Plaintiff or on payment of one month’s salary in lieu of notice.

Counsel cited section 25(2) (c) of the Employment Act, stating that the Defendant was obliged to issue a notice to the Plaintiff giving him one month’s notice before terminating his services or in the alternative pay to the Plaintiff one month’s salary in lieu of notice. That the Defendant had sufficient opportunity to write a letter giving Plaintiff a notice and payment of one-month salary in lieu of notice but all in vain.

Plaintiff Counsel cited the case of ***Stanbic Bank Ltd v Kiyimba Mutale SCCA No.2 of 2010*.** And stated that court observed that an employer may terminate the employee’s employment for a reason or no reason at all provided it/he/she does so according to the terms of the contract. Failure to comply with the employment terms of the contract is actionable as such.

The Defendant Counsel in reply to this issue, stated that the Plaintiff is a serving member of UPDF having joined the forces on 24th Febuary, 2009 and currently deployed at the engineering brigade headquarters and DE12 is the service personnel particulars report indicating that the Plaintiff is on active assignment. That the Joint Standard Operating Procedure (JSOP 1) for Human Resource Management of the UPDF is DE13 and it provides for secondment under JSOP1-700, that secondment of officers or militant to other institutions outside the Defence forces for a defined period of time for a specific purpose, to the mutual benefit of all parties. That it also provides that secondment shall be guided by sections 38, 87 and 88 of the UPDF Act. The Defendant’s Human Resource Management Manual (HRMM) further provides that secondment is to be done through an MOU which shall specify the obligations of each party, which MOU shall be guided by the UPDF Act and Regulations.

Counsel submitted that pursuant to this clause, on 30th December, 2015, the Defendant entered into an MOU for 5 years with the Ministry of Defence of Uganda for purposes of having UPDF personnel on secondment for purposes of supporting revenue collection, enforcement and providing security. According to the MOU, the UPDF personnel were to be seconded on a contractual basis of 3 years subject to renewal for a term of 2 years. And on 20th April, 2020, the Defendant and the Ministry of Defence entered into another MOU this time stating that UPDF officers were to be seconded on the basis of a three-year non-renewable contract from the date of deployment. The MOU tracing its legality from the statutory provisions of the UPDF Act, also provided that the UPDF personnel and militants seconded and attached shall continue to be members of the UPDF.

That by letter dated 25th May, 2020, the Joint Chief of Staff of the UPDF at the Ministry of Defence deseconded the plaintiff and 18 other UPDF personnel and requested their immediate return to UPDF for other assignments and the defendant had no mandate whether under contract or under the law to retain the plaintiff when it had been deseconded by the UPDF.

***Analysis***

Agreement is not a mental state but an act, and as an act, it is a matter of inference from conduct. The parties are to be judged, not by what is in their minds, but by what they have said or written or done. ***See Makubuya Enock v Songdoh Films (U) Ltd & Another HCCS No. 349 of 2017***

The parties to any contract and the court are bound by the terms or conditions in a contract, whether parole or written, between contracting parties. The courts lack the power to add or subtract from the terms of contract of parties and parties thereto are not allowed to unilaterally alter them. This has acquired the sobriquet and mantra of sanctity of contract which is expressed in the maxim, *pacta sunt servanda*, which means the non-fraudulent agreement of parties must be observed. ***See Golden Const. Co Ltd v Stateco (Nig) Ltd (2014) 8 NWLR (pt 1408) p. 171.***

The plaintiff seems to argue that he was de-seconded by defendant which is not the case as it can be deduced from the facts. It was their main employer UPDF which de-seconded the plaintiff and the defendant was only complying with the orders and directives of UPDF. In other words, the UPDF terminated the plaintiff’s contract in accordance which provided; *Your secondment is subject to termination at the instance of Uganda Revenue Authority or* ***UPDF*** *in accordance with Sec 13.1 of HRMM.*

The conditions of service of the plaintiff remained subject to the Uganda People’s Defence Forces at all material times and the contracts could be terminated at any time as they deemed it fit.

The court must treat as sacrosanct the terms of an agreement freely entered into by the parties. This is because parties to a contract enjoy their freedom to contract on their own terms as long as is lawful. The terms of a contract between parties are clothed with some degree of sanctity and if any question should arise with regard to the contract, the terms in any document which constitute the contract are invariably the guide to its interpretation. When parties enter into a contract, they are bound by the terms of the contract as set out by them. The plaintiff’s employment was tripartite and the terms of employment were subject to UPDF terms and conditions of secondment.

The court’s duty in interpreting contracts made by the parties and not rewriting them for the parties “*A court of law cannot rewrite a contract between the parties. The parties are bound by the terms of the contract unless coercion, fraud or undue influence are pleaded and proved*” S*ee;* ***National Bank of Kenya v Pipe Plastic Sankolit (K) Ltd & Anor [2001] EA****.*

The plaintiff’s contention that the agreement was breached is devoid of any merit since the contract of appointment was clear on any possibility of terminating the contract at the instance of the UPDF by de-secondment. The submission on an alleged wrongful desecondment and breach of contract is unsatisfactory in many respects, is materially inconsistent with the admitted documentary evidence, and is irreconcilable with the inherent probabilities of having agreed to the terms of employment being subject to authority of UPDF to desecond the plaintiff. The bond agreement was never intended to override the main clauses of the terms of employment along with the employment arrangement between the UPDF and URA.

This suit fails and is dismissed with costs to the defendant.

I so Order

***Ssekaana Musa***

***Judge***

***Delivered by the Registrar of this court this……….. February 2025***