Katangole International Group Limited v Mordern Agri Infra Limited and Another (Civil Suit 28 of 2021) [2024] UGHC 357 (30 April 2024)

Full Case Text

### THE REPUBLIC OF UGANDA

# IN THE HIGH COURT OF UGANDA AT MUKONO

### **CIVIL SUIT NO. 028 OF 2021**

# KATONGOLE INTERNATIONAL GROUP LIMITED :::: PLAINTIFF

#### **VERSUS**

MODERN AGRI INFRA LIMITED :::::::::::::::::::::::::::::::::::: BY COUNTERCLAIM

MODERN AGRI INFRA LIMITED ::::::::::::::::::::::::COUNTER CLAIMANT

#### **VERSUS**

# 1. KATONGOLE INTERNATIONAL GROUP LIMITED 2. HAJJI SEMAKULA KAYIZZI::::DEFENDANTS TO COUNTERCLAIM

## **BEFORE: HON. JUSTICE DAVID MATOVU**

#### **JUDGMENT**

### **Introduction**

1. Katongole International Group Limited (hereinafter referred to as the "Plaintiff") filed Civil Suit No. 028 of 2021 in the High Court of Uganda at Mukono against Modern Agri Infra Limited (hereinafter referred to as the "Defendant") seeking for specific performance of an agreement dated 19th September, 2018 by payment of Ug Shs 2, 724, 756, 236/= (Two billion seven hundred twenty four million seven hundred fifty six thousand two hundred

thirty six shillings) with interest at a commercial rate of 25% p.a, general damages and costs of the suit.

2. The defendant in their amended written statement of defence filed on 4th March, 2022 with an amended counter claim introduced Hajji Semakula Kayizzi as the 2nd Counter defendant sought several declarations relating to breach of the sale agreement dated 19th September, 2018, vacant possession of the entire land at FRV 1324 Folio 12 Plot 2 Block 153 Bugerere located at Nakabale Kasolwe or a refund of all sums of money paid in excess of Ug Shs 780, 000,000/= (Seven hundred eighty million), general damages, interest and costs.

### **Background facts**

- 3. On the 19th September, 2018 the Plaintiff company executed an agreement of sale with the defendant Company for land comprised in FRV 1258 Folio 4 Block 153 Plot 1 and FVR 1324 Folio 12 Block 153 Plot 2 land at Nakabale Kasokwe Bugerere in Kayunga District (hereinafter after referred to as the "suit land"). - 4. The suit land was registered in the names of the Plaintiff company on the 10th November, 2017 vide Instrument number MKO

00049076 and MKO-00049077 for FRV 1258 Folio 4 and FVR 1324 folio 12 respectively.

- 5. The agreed purchase price for the suit land was Ug Shs 3, 224, 756, 236/= (Three billion two hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six) subject to ascertainment/determination of the total acreage upon opening boundaries and after effecting payments as expressly indicated in clause 2 of the agreement. - 6. The suit land was later registered in the names of the defendant/counter claimant on the $2^{nd}$ October, 2018 for FRV 1324 Folio 12 and on the 4th October, 2018 for FRV 1258 Folio 4 vide Instrument numbers MKO-000 64238 and MKO-000 64402 respectively.

### Legal representation

7. Mr. Martin Asingwire together with Mr. Ronald Ruhinda represented the Plaintiff/1st counter defendant while Mr. Henry Nyegenye together with Mr. Issa Ogomba represented the defendant/Counter claimant and Mr. Ibrahim Kikabi represented the $2^{nd}$ Counter defendant.

### Issues for determination

- Whether the Plaintiff could commence proceedings against the $i)$ defendant in this suit. - Whether the sale agreement dated 1st September, 2018 was ii) breached by any of the parties to the suit. - Whether the 2nd counter defendant received payments on behalf iii) of the Plaintiff or payment of the suit property and how much if any? - Whether the $2^{nd}$ counter defendant lawfully acted as an $iv$ operations manager or Estates manager of the defendant and If so how much money did he receive in that capacity and for what purpose? - What remedies are available to the parties? $v)$

### Evidence of the Plaintiff/ $1^{st}$ Counter defendant

9. PW1 Kalisa Moses Kalangwa in his witness statement filed on 21st June, 2022 stated that he was a director of the Plaintiff Company (M/s Katongole International Group Ltd) and was involved in the transaction that led to this suit.

- That the Plaintiff Company was the original owner of land at $10$ FRV 1258 Folio 4 Plot 1 Block 153 and FRV 1324 Folio 12 Plot 2 Block 153 located at Nakabale Kasokwe in Kayunga District. - That on 19th September, 2018 he executed a memorandum of $11.$ understanding between the Plaintiff company and Hali Semakula Haruna Kayizzi the 2nd Counter defendant and this document is exhibit P2. - That the Plaintiff Company also gave powers of attorney to the $12.$ $2nd$ counter defendant exhibit P3. - That upon receiving exhibits P2 and P3 the 2nd counter $13.$ defendant was able to enter into an agreement with the defendant company selling the suit land at a price of Ug Shs 3, 224,756, 236 (Three billion two hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six shillings) which agreement is exhibit P1. - That it was expressly agreed that the price for the suit land $14.$ was to be deposited on Account Number 02040380023 which was in the names of M/s International Investments Limited which account was held in Bank of Africa (U) Ltd.

$5$

- 15. That only a sum of Ug Shs 500, $000,000/$ = (Five hundred million shillings only) was deposited on Account Number 020403380023 by the defendant and this was Ug Shs $100,000,000/$ = (One hundred million shillings) and Ug Shs $400,000,000/$ = (Four hundred million shillings) on the 26th September, 2018 and the 1st October, 2018 respectively. - 16. That whereas the first installment of Ug Shs 500, $000,000/$ = (Five hundred million shillings) was supposed to be paid on $19th$ September, 2018 when the certificate of title and transfer forms were handed over this payment was effected much later. - 17. That whereas a minimum of Ug Shs 1, 250, 000, 000/ $=$ (One billion two hundred fifty million shillings) was supposed to be paid before the certificates of title to the suit land were transferred in favour of the defendant this was not the case as can be seen from exhibit P4 as the defendant transferred the suit land on $2nd$ and 4th October, 2018. - 18. That the defendant took full charge of the suit land whose total acreage was indicated on the certificate of title transferred into their names.

- That the defendant was aware that the $2^{nd}$ counter defendant 19. was to receive payments in order to remove squatters from the suit land but opted to take possession of the land before payment. - That the defendant did not deposit any other money on the $20.$ agreed account but claimed to have fully paid all the outstanding balance to the $2^{nd}$ Counter defendant as was indicated in exhibits P5 and P6. - That by the defendant registering themselves on the suit land $21.$ they took on all responsibility over the squatters on the land. - That the allegations of other titles existing on the suit land is 22. an afterthought and in any case the total acreage of those alleged titles did not exceed 300 acres. - That upon registration of the defendant as the owner of the 23. suit land the plaintiff could not rectify any errors in the title and the defendant assumed all the risk. - That the Plaintiff had lost use of its money and they should $24.$ be paid the same with interest at a commercial rate from October, 2018 until payment in full. - While under cross examination by Mr. Kikabi Counsel for the $25.$ 2nd Counter defendant PW1 informed Court that he sold the suit

land at a price of Ug Shs 3, 224, 756, 236/= (Three billion two hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six thousand shillings) and he gave powers of attorney to the counter defendant to sell the suit land but did not authorize him to receive the purchase price on behalf of the plaintiff company.

- That all payments in this transaction were to be deposited on 26. Account Number 02040380023 with Bank of Africa (U) Ltd in the names of M/s International Investment Limited and PW1 did not receive any payments personally. - That he handed over the certificates of title to the suit land to 27. an Advocate called Muziransa now deceased and these titles are currently registered in the names of Modern Agri Infra Ltd. - That pursuant to clause 2(c) of the sale agreement exhibit P1 $28.$ the boundaries were opened. - While under cross examination by Mr. Nyegenye he confirmed $29.$ the appointment of Hajji Semakula as an attorney for the Plaintiff company as indicated in exhibit P3 and he was to find buyers for the land but not to receive any payment from the buyers.

- The purchase price for the land was to be deposited on a $30.$ disclosed account and it was the Plaintiff company to release money to Hajji Semakula for compensation of the squatters. - That according to the memorandum Exhibit P2 the $2^{nd}$ 31. defendant was to receive Ug Shs $400,000/$ = (Four hundred thousand shillings) per acre and this was after the Plaintiff company receiving its payments. - That he deposited the certificates of title and transfer forms 32. to M/s Muziransa & Co. Advocates in anticipation of payment from the 1st defendant company. - That the $2^{\rm nd}$ defendant sold all the land to the $1^{\rm st}$ defendant 33. and it is all covered with sugarcane plantation. - That the $2^{nd}$ defendant did not receive any payments on behalf 34. of the Plaintiff. - While under cross examination by Mr. Issa Ogomba PW1 $35.$ stated that he can write and do some reading and he understood the contents of the Power of Attorney and memorandum Exhibits P2 and Exhibit P3.

- The defendant was to transfer the land into their names after $36.$ ascertaining the exact acreage and they actually took all the land planted sugarcane on it. - That the 2nd counter defendant's account according to Exhibit 37. P2 was in Tropical Bank. - That he was not Privy to any variation agreement dated 27th 38. November, 2018 and did not know any such agreement. - That he did not revoke the power of attorney to the $2^{nd}$ counter $39.$ defendant and the defendant took possession of the suit land even before transferring the same into their names. - During reexamination he confirmed that Exhibits P2 and 40. Exhibit P3 are the only documents he signed in favour of the 2nd counter defendant. - That a demand for payment was made vide exhibit P5 and a $41.$ response thereto was received vide exhibit P6. - That he did not receive any payment from the 2nd counter $42.$ defendant. - When asked by Court whether he was present on 19th $43.$ September, 2018 when the agreement exhibit P1 was signed he

$10$

answered in the affirmative and that he only saw three (3) documents on this day.

- Kamira Denis (PW2) in his witness statement filed on 21st 44 June, 2022 stated that he was a surveyor practicing for the last 8 (eight) years. - That he had read the report prepared by Geo Smart Surveys 45. Ltd dated 24th October, 2020 and found the same to be inadequate and inaccurate. - That he had conducted research at the Department of Lands $46.$ and Surveys in Entebbe and at Mukono Zonal Office looked at the sheets, outhophoto, cartridges of the area, cadastral sheets and block map and came up with his report exhibit P7. - That the Geo Smart report bears inconsistencies of whether 47. there is a shift or whether Plot 2 is actually in its correct portion and as such this report cannot be relied upon. - Similarly, the Geo Smart report does not mention in 48. numerical terms the several miles on which it is alleged that Plot 1 encroaches on and it only referred to one Mailo owner Wongwe Mudusi as affected.

- That the Geo Survey report was inaccurate because it used 49. the method of scanning of data in a situation where the file number was known. - That the errors on plot 1 of only 210 acres could be corrected 50. through an application by the registered proprietor of the land. - While under cross examination by Mr. Issa Ogomba he $51.$ confirmed his academic qualifications as a being Bachelor of science in land surveying obtained from Makerere University in 2013 and that he worked with Land Data Surveys and he enrolled as a Surveyor in 2015. - He stated that he did not have a Surveyor Registration Board 52. (SRB) number and had no valid practicing certificate as a surveyor but was an accredited surveyor working under the supervision of a registered surveyor and was Number 867 registered with the Institution of Surveyors of Uganda and his supervisor was Mr. Stephen Ndegeya and he signed on his report. - That he prepared a report in this case which was signed by 53. himself and also counter signed by his supervisor Mr. Stephen Ndegeya.

- That he analyzed the data in this case and did the ground 54. trothing Plot 1 was 922 acres while Plot 2 was 1390 acres and they were both on block 153. - 55. That there were squatters on Plot 1 although he did not interact with them or ascertain the size of the land they occupied and he made his report Exhibit P7 for compensation with that of Geo maps surveys and according to him it is only 210 acres in issue. - While under cross examination by Mr. Nyegenye he stated 56. that the freehold certificates of title were first registered on 24th April, 2012 for plot 1 and $24$ th May, 2012 for Plot 2. - That he visited the land and found only 210 Acres as 57. encroached on by Plot 1 as it was 922 acres in crown land and it is currently 1, 118 acres indicating an excess of 210 acres while Plot 2 had a difference of $28$ acres. - He recommended that Plot 1 should be resurveyed to remove 58. the excess 210 acres and both Plot 1 and 2 were registered in the names of the defendant.

59. While under reexamination by Mr. Asingwire he stated that he did not speak to any of the squatters and was guided by his supervisor and they analysed the maps together.

## Evidence of the defence

## Evidence of the 1st Defendant/Counter claimant

- RSV Joseph Sserunjogi (DWI) in his witness statement filed 60. on 20th July, 2023 stated that he is a field supervisor working with $M/s$ Geo Smart Surveys Ltd and well conversant with this case. - That the $1^{st}$ defendant instructed M/s Geo Smart Surveyors 61. Ltd to open boundaries of FRV 1324 Folio 12 Plot 2 and FRV 1258 Folio 4 Plot 1 Block 153 at Nakabale Kasokwe Galiraya in Kayunga District in order to ascertain the rightful owner of this land. - 62. That according to his findings all plots were set out and sitting property but Plot 1 Block 153 encroached on two mailo titles belonging to Wonge Mudusi and Kikomeko Deziderio and there were also squatters as seen in exhibit D1 dated 12th September, 2022. - That Plot 1 Bugerere Block 153 was sitting on Mailo Block FC 63. 23112 and FC 23111 measuring approximately 201. 45 and 922 acres respectively together with Plot 2 Bugerere Block 153

measuring approximately 1390 acres currently belonging to the defendant.

- That the defendant occupied approximately 630 acres on plot 64 2 as the rest is occupied by squatters and plot 1 is not occupied by the defendant at all. - During cross examination by Mr. Asingwire DW1 told Court 65. that the fields survey report Exhibit D26 was dated 24th October, 2020 and was done by Mayanja prepared with him as the overall supervisor. - During cross examination by Mr. Kikabi DW1 stated that he 66. was a registered surveyor with a licence No. 217 of 2023 issued to him on 4th January, 2023. That he prepared exhibit D26 on 24th October, 2020 upon the instructions of the 1st defendant. - While under reexamination by Mr. Ogomba he stated that as 67. a Senor Surveyor he was the overall supervisor and participated in the preparation of exhibit D26 he acted on the instructions of the defendant. - Mr. Jay Patel (DW2) in his witness statement filed on 11th 68. July, 2022 stated that he was a director of the defendant company and was well conversant with the facts of this case.

- That on 19th September, 2018 the Plaintiff company and 69. Defendant company executed an agreement of sale of land at FVR 1258 Folio 4 Plot 1 Block 153 and FVR 1324 Folio 12 Plot 2 Block 153 located at Nakabale Kasokwe in Bugerere Kayunga District. - That the agreed price was Ug Shs 1, 300, 000,000/ $=$ (One 70. million three hundred thousand shillings only) per acre payable in various installments and upon fulfilment of particular conditions as indicated in exhibit D1. - 71. That the agreement of sale was executed by Hajji Semakula Haruna Kayizzi the Plaintiff's attorney who was authorized to sell the land and also sign compensation agreements with squatters at a sum of Ug Shs 400, $000/$ = (Four hundred thousand shillings) to be offset from the purchase price. - The Plaintiff company was to handover vacant possession of 72. the land after compensating the occupants thereon. - That the said Hajji Semakula Haruna Kayizzi as the agent of 73. the Plaintiff had received a total of Ug. Shs 2, 996, 000,000/= (Two billion nine hundred ninety-six million shillings) from the defendant as payment of the purchase price for the suit land and this witness showed details of each payment.

- That upon receipt of the payment by the attorney of the 74. Plaintiff, the defendant proceeded to transfer the land into their names as provided for in the agreement while the attorney embarked on his duty to compensate the occupants and thereafter handover vacant possession of the land which he failed to do. - That it was the plaintiff's attorney who kept on requesting for 75. payment of the purchase price in order to compensate occupants and this is how he received Ug. Shs 2, 996, 000,000/= (Two billion nine hundred ninety-six million shillings) but he only handed over 630 acres of land to the defendant. - That the Plaintiff through its attorney exploited the trust of 76. the defendant to receive over Ug. Shs 2, 996, 000,000/= (Two billion nine hundred ninety-six million shillings) claiming that the exercise was bound to fail if the money was not related to compensate squatters. - That the purchase price was to be deposited on the Account 77. of International Investment Ltd in Bank of Africa upon request of the Plaintiff and the only request made was for Ug Shs $500,000,000/$ = (Five hundred million shillings) and instead the

attorney requested for the money to be put on his account in Tropical Bank.

- That the Plaintiff did not protest when money was being paid 78. to their attorney and in fact Mr. Kalangwa Kalisa participated in the compensation for the 630 acres occupied by the defendant. - Both parties were aware of the existence of squatters from the 79. start of this transaction and therefore it was wrong to contend that by registering the land into their names the defendant assumed control over the squatters. - That out of the 2, 480 acres of land bought the Plaintiff only 80. handed over 630 acres of land. - That the titles were to be transferred into the defendant's 81. names after payment of Ug Shs 750,000,000/= (Seven hundred fifty million shillings) and the titles were to be kept by the Advocate until completion of the agreement hence the defendant did not gain any control after the transfer. - That the Plaintiff and his attorney failed to compensate the 82. squatters and hence failed to hand over possession of the land. - That DW1 was recently approached by individuals who 83. claimed to have an interest in Plot 1 as encroaching on their mailo title comprising in FRV 357 folio 10 and it actually turned out that the title to FRV 1258 folio 4 Plot 1 Block 153 was defective as it was created over Bugerere Block 10 Plot 1 at Wongwe.

- 84. That the certificates of title and transfer were kept by $M/s$ Muziransa Associated Advocates and these titles were currently in the custody of the Court pursuant to a court order. - 85. That the Plaintiff nor their attorney did not claim for any outstanding balances throughout this process and Hajji Semakula Herman Kayizzi was paid for this land transaction and nothing else. - 86. That DW1 was not aware of the memorandum of understanding between the Plaintiff and Hajji Semakula Kayizzi. - That in response to the $2^{nd}$ defendant's response to the 87. counter claim that he received money for land purchased from Seruga Badru at Kirasa this was false. - Similarly, the allegations that the payments were for the land 88. at Plots 31 and 32 land at Galilaya were also false. - The $3rd$ defendant forged a letter appointing him as an 89. operations manager of the 1st defendant and the purported signatory to this letter has never been a director of the defendant.

- 90. That defendant was not aware of any security meetings with the NFA and did not finance the same. - 91. That also the $2^{nd}$ defendant's claim that part money was for land at Plots 1, 5, 6, 8, 12 on Block 155 and Plots 9, 2, 11, 15, 16, 18, 19 and 20 on Block 156 land at Dezio were false. - 92. That actually the transactions referred to by the $2^{nd}$ defendant relate to a company called Modern Laminates Ltd which is different from the defendant. - The defendant/counterclaimant paying colossal sums of 93. money to the Plaintiff through his attorney pray for vacant possession of their land. - 94. While under cross examination by Mr. Asingwire DW2 stated that they bought the suit land well aware of the squatters on the land whose names he did not know. - That he was the one who negotiated this transaction on behalf 95. of the defendant company and he first visited the suit land around October, December 2018. - That the first opening of boundaries was done two (2) months 96. after execution of the agreement of sale.

- That the 1st defendant was supposed to pay Ug Shs 3, 97. $200,000,000/$ = (Three billion two hundred million shillings) for the land but only paid Ug Shs 2, 900, 000, 000/= (Two billion nine hundred million shillings). - That they only paid Ug Shs $525,000,000/$ = (Five hundred 98. twenty-five million shillings) on the Account of International Investment Ltd in Bank of Africa as provided for in the agreement for sale. - That they received verbal requests from Hajji Semakula 99. Haruna Kayizzi to pay the balance in cash to him. - That he was not aware of the demand letter exhibit P5 and 100. the response by the defendant's lawyers Exhibit P6. - That it was another director of the defendant company who 101. instructed surveyors to open boundaries to the suit land. - While under cross examination by Mr. Ruhindi he stated that 102. this transaction was based on trust and he made payments to the $2nd$ defendant basing on this trust. - DW2 denied ever executing a variation agreement nor was he $103.$ aware of any variation agreement by the defendant.

- While under cross examination by Counsel Kikabi he said 104. that prior to the execution of the sale agreement exhibit P1 he had known the attorney of the Plaintiff for some years. - That the certificates of title were transferred into the names 105. of the defendant after payment of an additional Ug Shs 250, $000,000/$ = (Two hundred fifty million shillings). - That the boundaries were successfully opened in 2020 and 106. they only occupied 630 acres. - That they continued paying the purchase price even after 107. opening the boundaries because of trust. - That the 2nd defendant has never been an employee of the 108. defendant company but he heard about Exhibit D28 and he actually knew Mr. Akash Dobaria as the company secretary of the defendant. - During re-examination by Mr. Nyegenye he stated that they 109. were promised vacant possession by Hajji Semakula and Mr. Kalangwa. - When asked by Court to clarify as to who owned the suit land $110.$ at the time of execution of the sale agreement he confirmed that

the suit land was the property of M/s Katongole International Group Ltd (Plaintiff).

- Haji Haruna Semakula Kayizzi (DW3) in his witness $111.$ statement filed on the 13th May, 2022 stated that he entered into a memorandum of understanding with the Plaintiff company to find a buyer for the suit land and the Plaintiff also appointed him as their lawful attorney. - On 19th September, 2018 he entered into a sale agreement 112. with the defendant to buy the suit land at Ug Shs 3, 224, 756, 236/= (Three billion Two hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six shillings) subject to determination of total acreage of the land. - That it was expressly agreed that the price was to be deposited 113. onto Account No. 02040380023 in Bank of Africa and only Ug Shs $500,000,000/$ = (Five hundred million shillings) was deposited onto this account. - That the certificates of title to the suit land were deposited 114. with Mr. Muziransa an Advocate for safe custody but these titles were transferred into the defendant's name without payment of the agreed price.

- That the opening of boundaries was to be done after payment 115. of the $3^{rd}$ Installment of Ug Shs 250,000,000/= (Two hundred fifty million shillings) but this payment was not made and instead the defendant started allegations of defective titles. - The only Ug Shs $500,000,000/$ = (Five hundred million 116. shillings) was paid in pursuant of the sale agreement and he did not receive any payment in his individual capacity. - That the various payments made to him by the defendant 117. were in relation to other lands purchased from Seruga Badru and others like Baduzi Yahaya, Kasende Peter, Mwesigwa David, Muwula Mubarak, Kayizzi Solomon and Muyingo Aidah. - That he received Ug Shs 500,000,000/= (Five hundred million 118. shillings) from the counter claimant on 4th and 5th February, 2020 for operations on suit land to mobilize security, hold meetings with local leaders, sensitize masses and to liase with the National Forest Authority and this money was not part of the purchase price. - That the counter claimant was supposed to advance money 119. to the Plaintiff in order to settle the squatters but this was not done.

- While under cross examination by Mr. Nyegenye he confirmed 120. to be the authorized agent of the Plaintiff's company to sell the suit land and he actually sold the suit land to the $1^{st}$ defendant. - That he held powers of Attorney from the Plaintiff's company $121.$ and they were not yet revoked. - That he was aware that Modern Agri Infra had a suit with the 122. National Forest Authority for part of this land but he did not know what acreage of land was involved in this suit. - That he handed over vacant possession of the land sold to the 123. Defendant. - That he did not receive any money on behalf of the Plaintiff 124. company as the sale agreement expressly indicated where the purchase price was to be deposited. - That he did not receive money from the Plaintiff Company to 125. pay squatters but he received some money from Akash Dobaria for this purpose.

## Legal arguments by Counsel for the Plaintiff

According the written submissions by Counsel for the Plaintiff 126. filed on 5th January, 2024 and those filed in rejoinder on 4th April, 2024 the issue of the Plaintiff's lack of locus standi was not mentioned and did not even arise during the testimonies of the witnesses.

- However, Counsel submitted that the Principal is not 127. precluded from filing an action simply because there exists an attorney and even the counter claim was brought against the Plaintiff company and not the holder of powers of attorney. - With regards to the issue of breach of agreement Counsel 128. cited Section 33(1) of the Contracts Act 2010 to argue that parties must perform their obligations under the contract unless excused by law and in the instant case clause 2 of the sale agreement was to the effect that the entire price of Ug Shs 3, 224, 756, 236/= (Three billion two hundred twenty four million seven hundred fifty six thousand shillings two hundred thirty six shillings) was to be deposited on account No. 0204380023 with Bank of Africa (U) Ltd which account was in the names of M/s International Investments Ltd. - According to the evidence of PW1 Moses Kalangwa only a total 129. of Ug Shs 525,000,000/= (Five hundred twenty-five thousand shillings) was deposited on the account agreed upon in the

agreement of sale and to Counsel this was a glaring act of breach of agreement.

- Counsel argued that if any payments were made by the 130. defendant to Plaintiff's attorney this was in violation of the agreement of sale and even the power of attorney which did not authorize the 2nd defendant to receive the contract price in this case. Counsel relied on the celebrated case of Fredrick Zaabwe Versus Orient Bank SCCA 04 of 2006 to submit that a power of attorney can only be used to benefit the donor. - Counsel argued that the defendant purchased the suit land 131. well knowing that it had squatters and these were to be compensated in an agreed manner but by the defendant transferring all the suit land into their names they took on responsibility of the squatters. - Similarly, Counsel argued that the defendant having 132. transferred the title on Plot 1 to themselves have a duty to contact the Registrar of titles to rectify the title. - Counsel submitted that the agreement of sale exhibit P1 133. could not be altered orally to change the mode of payment from the agreed position of depositing money on a specified account to paying an attorney on another account.

Counsel submitted that the Plaintiff is entitled to the unpaid 134. balance of Ug Shs 2, 724, 756, 236/= (Two billion seven hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six shillings) and the same should be paid with damages, interest and costs.

# Legal arguments by Counsel for the $1st$ defendant/Counter claimant

- Counsel for the defendant/Counter claimant in their 135. submissions filed on 14th February, 2024 and also submissions in rejoinder filed on 28th March, 2024 argued that Hajji Haruna Kayizzi Semakula was the lawful attorney of the Plaintiff company and the terms and conditions of the agreement were between Hajji Semakula and the Defendant. - Counsel submitted further that the attorney Hajji Haruna 136. Kayizzi Semakula had received a sum of Ug Shs 2,996,000,000/= (Two billion nine hundred ninety-six million shillings) but only handed over 630 Acres of land and in a sudden turn of events the Plaintiff was suing for specific performance of the agreement by

claiming a sum of Ug Shs 2, 724, 256, 236/= (Two billion seven hundred twenty-four million two hundred fifty-six thousand two hundred thirty-six shillings).

- Counsel submitted that according to the case of Stockton 137. Versus Mason 1979 RTR 130 where the agent has made a contract with a third party on behalf of a disclosed principal; who actually exists and has authorized the agent to make such contact, a direct contractual relationship is created between the Principal and the third party by the acts of the agent who is not himself a party to the agreement. - Counsel submitted that once a contract is valid like in the 138. instant case then the parties are bound by the terms and conditions of the agreement and in the instant case the Plaintiff had a duty to handover vacant possession of the suit land free of encumbrances which was not down and therefore the Plaintiff is not entitled to the Ug Shs $2,724,756,236$ (Two billion seven hundred twenty-four million seven hundred fifty-six thousand two hundred thirty six shillings) claimed.

- Counsel argued that the defendant is only occupying 630 139. Acres of land and it is not in occupation of Plot 1 because its title overlaps a Mailo title to MRV 357 Folio 10. - Counsel argued that the Plaintiff's attorney Hajji Haruna $140.$ Kayizzi Semakula was the one authorized to implement the terms of the agreement and his actions are binding on the Plaintiff and indeed even payments were effected to the attorney with the knowledge of the plaintiff. - Counsel submitted that exhibits D14 and D15 were clear 141. evidence against Hajji Semakula Haruna Kayizzi because these two (2) vouchers expressly stated that it was for land payment Katongole Group Ltd 2, 480 Acres (Kayunga) Block 153 Plot No. 1,2 because the attorney received this money as part of the purchase price and for not for any operations as alleged. - Counsel submitted that the Plaintiff having allowed the 142. attorney to exercise, implement and handover the land to the purchase is estopped from denying this authority. - 143. Counsel submitted that the Plaintiff was not entitled to an order of specific performance by payment of Ug Shs $2,724,756,236$ = (Two billion seven hundred twenty-four million

seven hundred fifty-six thousand two hundred thirty-six shillings) having failed to handover the suit land to the defendant and the defendant/counterclaimant is entitled to an order for vacant possession or in default a refund of the money paid in excess.

### Legal arguments by Counsel for the $2^{nd}$ Counter defendant.

- Counsel argued that the agreement dated 19th September, $144.$ 2018 outlined specific terms and conditions to be fulfilled and performed and was binding on all the parties. - Counsel submitted that payments in this agreement were to 145. be effected by RTGS in the names of $M/s$ International Investment Bank Account 02040380023 with Bank of Africa and the $2^{nd}$ counter defendant was not mandated to receive any payment. - Counsel argued that since the defendant/counter claimant 146. did not pay the agreed price the removal of squatters became difficult. - Counsel argued that by the Counter claimant transferring the 147. land into their names they showed that the land was free of encumbrances and indeed due diligence was exercised before execution of the sale agreement.

- The 2nd counter defendant categorically denied receiving 148. payments from the counter claimant on behalf of the Plaintiff. - The $2^{nd}$ counter defendant even contended to be an illiterate. 149. - The 2nd counter defendant submitted that exhibit D28 written 150. by Akash Doberia authorized the 2nd counter defendant to represent the counter claimant as their operations manager for Kayunga land. - In conclusion counsel implored Court to enter Judgment in 151. favour of the Plaintiff for specific performance by payment of s Ug Shs $2,724,756,236$ = (Two billion seven hundred twenty-four million seven hundred fifty-six thousand two hundred thirty-six shillings) in the main suit and for the counter claim to be dismissed against him with costs.

## **Decision of Court**

From the outset Court finds that the contents of the 152. agreement of sale dated 19th September, 2018 which is exhibit P1 were very clear and un ambiguous and Court finds the same to be a valid agreement that created reciprocal rights and obligations between the parties to this agreement and since no fraud or misrepresentation were pleaded and or proved in this case this agreement bound the parties. See case of William Kasozi Versus DFCU Bank HCCS No 1326 of 2000.

- For the avoidance of doubt the parties to the above agreement 153 of sale were expressly described on the first page of the agreement exhibit P1 and these were M/s Katongole Group Ltd P. O BOX 18231 Kayunga (referred to as the vendor) and M/s Modern Agri Infra Ltd of P. O Box 1490 Jinja (referred to as the purchasers) these two (2) companies could lawfully execute this agreement as they were legal persons known in law. - 154. With the above findings Court will proceed to resolve the issues as framed at the scheduling conference.

#### Issue No. 1

Whether the Plaintiff can commence proceedings against the defendant.

Court appreciates the legal arguments raised on this issue in 155. the respective written submissions by Counsel and apparently the irrevocable powers of attorney issued by the plaintiff company on 19th September, 2018 in favour of Hajji Haruna Kayizzi Semakula of P. O Box 73 Kampala Exhibit P3 seem to be the cause of this legal doubt.

It is now trite that a donee of powers of attorney is an agent 156. of the donor and where the donor (principal) is known like in the instant case then the Principal should be the one to file the suit as was done in such instance. (See case of M/s Ayigihugu & Co. Advocates versus Mary Muteteri Munyankindi [1988-1990] HCB 161) and for this reason Court having found that M/s Katongole International Group Ltd was the vendor in this case it had a right to file the instant suit against the defendant and the first issue is accordingly resolved in the affirmative.

#### Issue No. 2

# Whether the sale agreement was breached by any of the parties.

As stated earlier the contents of the sale agreement in this 157. case were in very plain English and the Plaintiff claims that there breach of clause 2 of the agreement by the $\overline{a}$ was defendant/counter claimant who also contends that there was a breach by the Plaintiff when they failed to grant vacant possession of all the land bought and yet most of the purchase price had been paid to the $2nd$ counter defendant who was the attorney of the Plaintiff.

Court finds it necessary to reproduce the clauses relating to 158. payment of the purchase price in clause 2 of the agreement which reads as follows:

" 2. The total purchase price of Ug Shs 3,224,756, 236/= (Three billion two hundred twenty four million seven hundred fifty six thousand two hundred thirty six shillings) (subject to ascertainment/determination of the total actual acreage upon opening of the boundaries), shall be payable as follows:-

a) Shs $500,000,000/$ = (Five hundred million shillings only) shall be paid upon execution of this agreement as a commitment sum towards the purchase of the above property.

PROVIDED that upon payment of the above sum, the vendor shall surrender to M/s Muziransa Associated Advocates (the lawyers for both the vendor and the purchasers) both transaction duplicate (original) certificates of land titles relating to the land and executed transfer forms and all the particulars of the company as shall be necessary to facilitate a transfer of the said titles into the purchaser's names. b. (i) Shs 250, 000,000/= (Two hundred fifty million only) shall

be paid to the vendor upon completion of a search of the land

titles at the land registry and the transfer of the said titles into the purchaser's names at the purchaser's cost. This shall constitute the $2^{nd}$ installment.

Opening of the boundaries for the said pieces of land shall commence immediately upon payment of this $2^{nd}$ installment. (ii) Shs 250,000,000/= (Two hundred fifty million shillings) shall be paid upon completion of boundary opening of the $1^{\rm st}$ Plot, where upon full vacant possession of the first plot shall be surrendered to the purchaser.

C (i) Shs 250,000,000/= (Two hundred fifty million only) shall be paid after 30 days from the date of payment of the installment in paragraph 2 (b)(ii) and the vendor shall within 2 weeks of receipt of this installment allow the purchaser to carry out boundary opening of the $2^{nd}$ plot.

(ii) Shs 250,000,000/= (Two hundred fifty million only) shall be paid upon completion of boundary opening of the $2^{nd}$ plot, where upon full vacant possession of the said plot shall be surrendered to the purchaser.

d) Shs 1, 000,000,000/= (One billion only) shall be paid to the vendor upon completion of ploughing of both plots, and upon completion of the boundary opening, successful $\mathbf{a}$ establishment that there are no other 3td party claims of interest in the said land and surrender of vacant possession to the purchaser.

e) The balance of Shs 1, 724, $756,236/$ = (One billion seven hundred twenty four million seven hundred fifty six thousand two hundred thirty six shillings only) shall be paid to the vendor after ascertainment of the actual acreage.

All the above payments shall at the request of the vendor, be effected vide RTGS in the names of M/s international Investment Ltd Bank Account No. 02040380023 with Bank of Africa.

- 3. That upon payments in paragraph in 2(b)(i) above, the vendor shall in accordance with the terms of this agreement surrender vacant possession of the land to the purchasers whereupon the purchasers shall be at liberty to start ploughing and/or utilizing the same as they deem fit. - 4. That after the said transfer as provided in paragraph 2 (b)(ii) above, the said title certificates shall be kept in the possession of the said lawyers provided that upon payment of the

installment in $2(c)(ii)$ , one of the title certificates shall be handed over to the purchasers and the vendors shall have no further claim of interests therein".

- Court finds that as matter of fact the defendant was obliged 159. effect payment of the commitment sum of Ug Shs to $500,000,000/$ = (Five hundred million shillings) on the date of execution of the agreement which was 19th September, 2018 and this payment was supposed to be effected at the request of the vendor vide RTGS in the names of M/s international Investment Ltd Bank Account No. 02040380023 with Bank of Africa and apparently this was not done on the agreed date. - PW1 Moses Kalangwa told court that the Plaintiff's company 160. had only paid a sum of Ug Shs $525,000,000/$ = (Five hundred twenty-five million) and according to Exhibit D3 the defendant's company paid Ug Shs $100,000,000/$ = (One hundred million) to M/s International Investment Ltd on their Bank Account No. 02040380023 with Bank of Africa and 26th September, 2018. - Similarly, according to exhibit D4 which is the Bank 161. Statement for the defendant company for the period 18thOctober 2017 up to 31st December, 2018 the above payment of Ug Shs

100,000,000/= (One hundred million only) is reflected together with another payment of $400,000,000/$ = (Four hundred million) to M/s International Investments Ltd on the 1st October, 2018.

- Court therefore finds that the payment of the commitment fee 162. of Ug Shs 500,000,000/= (Five hundred million shillings) was actually not paid on the date of execution of the agreement but in two (2) installments of Ug Shs $100,000,000/$ = (One hundred million shillings) and Ug shs $400,000,000/$ = (Four hundred million shillings) on 26th September, 2018 and 1st October, 2018 to the Account of International Investment Ltd and although paid late. The Plaintiff company acknowledged receipt of this money. Similarly exhibit D6 for Ug Shs 25,000,000, /= (Twenty-five million) was paid on the agreed account on 4th February, 2019. - Perhaps if the defendant/counter claimant had actually 163. provided court with all pages of the Bank Statement for the period referred to in exhibit D4 court could have been able to find some other payments effected on Bank of Africa Account No. 02040380023 in the names of International Investments Ltd if any but as the court record stands court is only satisfied with proof of payment for only Ug Shs 525, 000,000/= (Five hundred twenty

five million shillings) as made to the Plaintiff's company on the agreed bank account.

- Without prejudice to the late payment of the commitment 164. sum of Ug Shs 500,000,000/= (Five hundred million shillings) and the Ug Shs 25,000,000/= (Twenty five million shillings) paid on $4th$ February, 2019. Court does not see any proof of payment for the balance of Ug Shs 2, 699, 756, 236/= (Two Billion Six hundred ninety-nine million seven hundred fifty-six thousand two hundred thirty-six shillings) onto Account No. 02040380023 in Bank of Africa in the names of M/s International Investments Ltd. - Court finds that on the 18th February, 2021 Counsel for the 165. Plaintiff company made a formal demand for the balance of Ug Shs $2,724,756,236/$ = (Two billion seven hundred twenty four million seven hundred fifty six thousand two hundred thirty six shillings) as shown in exhibit P5 and the response to this formal demand from M/s Muziransa Associated Advocates & Solicitors dated 26th February, 2021 exhibit P6 whose gist was that the Plaintiff Attorney Hajji Ssemakula Haruna Kayizzi was in the best position to answer this demand as the transaction had been concluded with him.

- Court has seen the arguments by Counsel for the 166. defendant/counterclaimant that the power of attorney Exhibit P3 authorized the attorney Hajji Ssemakula Haruna Kayizzi to receive payment of the balance on behalf of the Plaintiff's company but upon careful perusal of Exhibit P3 Court does not find any clause authorizing the attorney to receive any such payments. - In the final result therefore Court finds that the defendant 167. breached the sale agreement when they purported to effect payment of the balance of the purchase price contrary to the agreed mode of using RTGS on Account No. 02040380023 in the names of M/s International Investments Ltd and the second issue is hereby answered in the affirmative with regards to the defendant's failure to pay the balance of the price to the Plaintiff as agreed in the sales agreement. - However, the issues raised by the defendant in the counter 168. claim to the effect that the defendant counter claimant actually paid the Plaintiff's Attorney Ug Shs 2, 996, 000,000/= (Two billion nine hundred ninety six million shillings) and only received 630 acres of land is also better resolved under this issue.

Court has already found that clause 2 of the agreement of sale 169. was very clear as to whom the price was to be paid and this was M/s International Investments Ltd on their Account No. 02040380023 with Bank of Africa and indeed according to exhibit D3, D4 and D6 the defendant/Counter claimant honored this part of the agreement for a sum of Ug Shs 525,000,000/= (Five hundred twenty five million shillings).

- Court has careful perused the Power of Attorney exhibit P3 170. and also a memorandum of understating dated 19th September, 2018 exhibit P4 and observes that the defendant/counter claimant was not privy to these documents and therefore Court is left wondering what communication could have influenced the defendant/counter claimant to deviate from the agreed mode of payment in clause 2 and opt to pay the attorney if at all they did SO. - Court has studied exhibit D4 and found a payment of Ug Shs 171. 100,000,000/= (One hundred million shillings) effected to Hajji 31st October, 2018 but Haruna Ssemakula Kayizzi on unfortunately this is not accompanied with details of what this payment was meant for but yet exhibit D5 shows that this

payment was made to Tropical Bank and still the purpose of the payment cannot be ascertained.

- Counsel found several other similar payments from exhibit 172. D8, D9, D10, D11, D12, D13, D16, D17, D18, D19, D20, D21, D22, D23, D24, D25 all from the defendant's company in favour of the Plaintiff's Attorney but unfortunately the purpose for which these payments was made is not indicated. Its only exhibits D14 and D15 which are payment vouchers authorized by a one Akash Doberia which indicate that these were payments in respect of land at Block 153 Plots 1 and 2 Kayunga and the size of the land is expressly mentioned as 2,480 acres of land at Kayunga. - Court also found other payment vouchers/deposit slips 173. exhibit D29 to D59 made in favour of the Plaintiff's attorney but in these vouchers/deposit slips M/s Modern Laminates Ltd was the one effecting payments and the purpose is well explained in these vouchers. - Court finds that with the exception of exhibits D14 and D15 174. whose purpose was well stated in these payment vouchers the other payment vouchers do not have their purposes properly described and without prejudice to this finding Court is left

wondering why exhibits D14 and D15 were not effected in accordance with the terms of the sale agreement as was done with the 525, $000,000/$ = (Five hundred twenty five million shillings) all paid to the designated Bank Account in Bank of Africa.

Court finds that if payment of the price had been affected in 175. accordance with the terms of the sale agreement all issues to do with squatters and other Mailo interest would not have arisen but the moment of the defendant/counter claimant opted to breach the most important clauses of the agreement relating to the payment of the price then enforcement of the sale agreement became practically impossible for the plaintiff and more so now that the defendant/counter claimant is the registered proprietor of all the 2, 480 acres of land this complicates matters even more. Court also finds the defendant/counter claimants reason for 176. not effecting full payment of price as failure to get vacant possession as not convincing, since the defendant/counter claimant at the same time contends that they paid the balance of Ug Shs 2, 996, 000,000/= (Two billion nine hundred ninety six million shillings) to the Plaintiff's attorney but only received 630 acres of land, Court is of the view that if the defendant/ counter claimant had adhered to the mode of payment as agreed upon all these issues/excuses would not have arisen as the Plaintiff would have been obliged to compensate the squatters and also clear any other encumbrances if any.

- In the final analysis Court finds that the defendant/Counter 177. claimants breach of the agreement regarding mode of the payment of the price was the primary cause of all the fresh claims raised by the defendant/counter claimant and the Plaintiff cannot be blamed for not paying off squatters after receiving only Ug Shs 525, 000,000/= (Five hundred twenty five million shillings) which was commitment fee and similarly, the Plaintiff could not clear the claims on the Plot 1 without payment for this purpose. - Court finds that the defendant/counter claimant cannot 178. prove breach of agreement where it was their own conduct of failure to pay the price as agreed that led to the current state of affairs and since the defendant/counter claimant is the current registered proprietor of the suit land they are in a better position to handle squatters and other claims with assistance from the Plaintiff where possible. In the final result the defendant/ counter claimant failed to 179. prove any breach of agreement on the part of the Plaintiff in this case.

## Whether the 2nd counter Defendant received payments on behalf of the Plaintiff in relation to this property and how much?

- Court in resolving the second issue delved into this issue of 180. payments to the 2nd Counter Defendant and categorically stated that exhibits D14 and D15 clearly indicated that the 2nd counter defendant received a total of Ug Shs $500,000,000/$ = (Five hundred million shillings) on 4th and 5th February, 2020 and according to the payment voucher these were payments to Hajji Ssemakula Haruna Kayizzi against land payment Katongole Group Ltd 2, 480 acres (Kayunga) Block 153 Plot No. 1, 2 as per instructions of Milariblain & Akashbhali the voucher was prepared by Ritesh Jain and authorized by Akash Dobaria. - As found earlier the agreed mode of payment according to the 181. agreement of sale was vide RTGS on the Account of M/s International Investments Ltd No. 02040380023 with Bank of Africa and Court has not found any evidence to suggest that the

Plaintiff Company authorized the $2^{nd}$ counter defendant to receive any payment on its behalf and therefore this payment of Ug Shs $500,000,000/$ = (Five hundred million shillings) or even the alleged Ug Shs 2, 996, 000,000/= (Two billion nine hundred ninety six million shillings). If at all these payments were made to the $2^{nd}$ Counter defendant these were not authorized by the Plaintiff company.

- Court believes the evidence of the 2nd defendant to the effect 182. that he had an arrangement with the counter claimant as their operations manager for Kayunga as indeed the company secretary Akesh Doberia is the one who authorized payments of Ug Shs $500,000,000/$ = (Five hundred million shillings) in exhibit D14 and D15. - Court finds the issue of who was to receive payments in this 183. case is settled as this was M/s International Investments Ltd and not the $2^{nd}$ counter defendant and the $3^{rd}$ issue is accordingly resolved in the negative.

## Issue 4

Whether the $2^{nd}$ defendant ever lawfully acted as operations/estates manager of the defendant and is so how much money did he receive in that capacity and for what purpose.

- While resolving the 2nd and 3rd issues Court found that the 184. issue the purpose of the various payments made to the $2^{nd}$ Counter defendant by the Counter claimant is not clear as so many cash deposit slip were tendered in as evidence as Exhibit D5, 6, 7, 8, 9, 10, 11, 12, 13, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 from the defendant/counter claimant to the 2nd counter defendant but the purpose of these payments is not ascertainable from those cash deposit slips and it would be unsafe for Court to attach any purpose to them. - Similarly, exhibits D29, D30, D31, D32, D33, D34, D35, D36, 185. D37, D38, D39, D40, D41, D42, D43, D44, D45, D46, D47, D48, D49, D50, D51, D52, D53, D54, D55, D56, D57, D58, D59 are all payments from M/s Modern Laminates Ltd is not privy to the agreement of sale between M/s Katongole International Group Ltd and M/s Modern Agri Infra Ltd and therefore it would be futile for Court to attach any meaning to these exhibits D29-59.

- Court also finds that the fact all these payments to Hajji 186. Ssemakula Haruna Kayizzi were authorized by the same person Mr. Akash Doberia and the contents of exhibit D28 which is a letter dated 23rd January, 2020 of Ref: MAIL/GEN/02/2019-2020 from M/s Modern Agri Infra Ltd addressed to M/s Waymo Advocates Introducing Hajji Ssemakula Haruna Kayizzi as the operational and estates Manager for the modern Agri Infra Ltd in Kayunga District are believable and offer an explanation as to why the defendant/counter claimant could spend all such sums of money on the $2nd$ counter defendant without any authority from the Plaintiff company. - This issue is answered in the affirmative as regards the 187. position of the $2^{nd}$ counter defendant designation with the Counter claimant and for the amount of money received and for what purpose Court finds this issue vague as the various deposit slips do not indicate the purpose for which the payments were made and yet the 2nd counter defendant filed various agreements of sale exhibits D24, 25, 26 and 27 which are not connected to the dispute between M/s Katongole International Group Ltd and M/s Modern Agri Infra Ltd but which agreements only confirm that the

$2nd$ counter defendant had a close working relationship with the defendant/counter claimant.

## What remedies are available to the parties?

- As Court found while resolving issue number 2 that if the 188. defendant/counter claimant had paid the agreed purchase price in accordance with the agreement of sale then issues of none payment of squatters and overlapping Mailo titles over Plot 1 would not have arisen but Court found that it was the breach of the agreement by the defendant/counter claimant that led to a host of other claims which would have been avoided if the defendant/Counter claimant had paid the price in accordance with the agreement. - 189. Court therefore finds that the defendant/counter claimant was in breach of the agreement of sale when he failed to pay the balance of the agreed purchase price onto the account provided by the plaintiff. - 190. Court also finds that the defendant/ counter claimant cannot benefit from their breach of the agreement and start claiming that it was because of none compensation of squatters and other

encumbrances which were not cleared that amounted to a breach and the counter claim is hereby rejected.

- The defendant/counter claimant is hereby ordered to pay the 191. outstanding balance of Ug Shs 2, 699, 756, 236/= (Two billion six hundred ninety nine million seven hundred fifty six thousand two thirty six shillings) with interest at court rate from the date of filing this suit until payment in full. - The Plaintiff has suffered damages and loss as a result of the 192. failure to use their money and yet all their land was transferred in favour of the Defendant/Counterclaimant and Court hereby awards the Plaintiff general damages of Ug Shs 350,000,000/= (Three hundred fifty million shillings) to be paid with interest at court rate from the date of delivery of this Judgment until payment in full. - The plaintiff upon receipt of the full price decreed hereinabove 193. and Interest should endeavor where possible to assist the defendant/counter claimant who is the current registered owner of the suit land to settle the squatters but should do so cautiously given the changed status of this case.

194. The counter claim hereby fails and the serve is hereby dismissed with costs to the counter defendants.

The Plaintiff is also awarded the costs of the main suit. 195.

20th Dated. .....day of ...... $A$ $A$ $A$ .....................

David Matovu

Judge