Olive Kigongo v Mosa Courts Apartments Ltd (Civil Appeal No 91 of 2016) [2019] UGCA 2119 (25 September 2019)

Full Case Text

# **5 THE REPUBLIC OF UGANDA,**

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## **IN THE COURT OF APPEAL OF UGANDA AT KAMPALA**

### **CIVIL APPEAL NO 91 OF 2016**

## **(CORAM: KAKURU, KIRYABWIRE, MADRAMA, JJA)**

**10 OLIVE KIGONGO} APPELLANT**

#### **VERSUS**

**MOSA COURTS APARTMENTS LTD} RESPONDENT**

## **JUDGMENT OF CHIRSTOPHER MADRAMA IZAMA, JA**

The appellant lodged this appeal against the decision of the High Court in Company Cause No 01 of 2015 on the sole ground that:

The learned trial Judge erred in law and in fact when he ordered that the appellant's 15 shares in the respondent company be purchased by the respondent itself at Uganda shillings 1,000,000/= each, on the wrong premise that that was the average value of each share.

- **20** The appellant seeks for a court approved expert to be appointed to value the shares of the appellant in the respondent company as at the time of judgment of the Court of Appeal and the court makes the order of the purchase of the appellant shares by the majority shareholder after receiving this valuation. Secondly, the appellant prays that the court approved expert so appointed should be directed to make an account of the profits ) of the company from 1st January, 2011 the date of the judgment of the Court of Appeal and the petitioner be paid 15% of the profits in accordance with the experts account Thirdly the appellant prays for interest on the above two items at the rate of 30% per annum from the date of judgment till payment in full as well as for payment of costs of the appeal. - **30** On the other hand, the respondent cross appealed against the decision of the learned trial Judge on the following grounds:

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- 1. The learned trial Judge erred in law and fact when he held that the appellant is a member and shareholder in the respondent company and thereby arrived at the wrong conclusion that; - a. The appellant had locus to file the petition. - b. The appellant's 15% shares be purchased by the respondent company. - The respondent company pays 50% of the profits made by the company from first of January 2011 the date of the judgment to the appellant. - 2. Alternatively, the learned trial Judge erred in law and fact when he failed to dismiss the petition after the petitioner had not made a case for winding up of the respondent company. - 3. The learned trial Judge erred in law and fact by finding without evidence that the affairs of the respondent company had been conducted in a manner unfairly prejudicial to the interests of the appellant as a member and shareholder. - **20** The respondent/cross appellant prays that the cross appeal is allowed and the orders of the High Court be reversed and set aside and the costs of the cross-appeal be granted to the respondent.

At the hearing of the appeal and the cross-appeal, the appellant was represented by learned counsel Mr Peter Walubiri while the respondent /cross appellant was represented by learned counsel Mr Charles Nsubuga.

## **Submissions of the appellants counsel:**

**25 30** Mr Peter Walubiri submitted that the appeal arises from the judgment of Hon Stephen Musota J, as he then was. He submitted that the appellant was the minority shareholder holding 15 shares in the company. She filed a petition for winding up of the company on the ground that she was being oppressed and the court found that she was being . oppressed and ordered that he shares be bought at the value of Uganda shillings 1,000,000/= per share. The appellant was dissatisfied with the way the shares were valued and the appeal is on one ground; that the learned trial Judge erred in law and fact when he ordered that the appellant shares in the respondent company be purchased by the respondent itself at Uganda shillings 1,000,000/= each on the wrong premises that that was the agreed value of each share.

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**35** The appellant's counsel submitted that the petition of the appellant was only for winding up under the Companies Act but the learned trial Judge instead of ordering winding up ordered that the shares of the oppressed minority be bought. He further submitted that

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- **5** there was no valuation of the shares by the time the learned trial Judge made the order. The petitioner had not argued the petition on the basis of the correct valuation of shares but only on the basis of seeking an order for winding up of the company. He submitted that if the court was inclined to order that the shares be bought then the parties should have addressed the court on the issue of valuation of the shares. - **10** He further submitted that the value of shares does not remain static or at their nominal value as at the time of incorporation. Further, so the value of shares may change depending on the profitability of the company, the assets of the company acquired, liabilities and in those circumstances the proper thing would have been for the court to order a valuation of the shares. The appellants counsel relied on **Profinance Trust SA v** - **15 Gladstone [2001] EWCA Civ 1031** being the decision of the Supreme Court of Judicature, Court of Appeal (Civil Division) on appeal from the High Court of Justice, Chancery Division of the UK.

With the leave of court, the appellants counsel amended the ground of appeal to state that:

**20** The learned trial Judge erred in law and fact when he ordered that the appellants minority shares in the respondent company be purchased at the nominal value of Uganda shillings 1 million each instead of the market value of the shares.

He prayed that the appeal be allowed with costs.

The appellant's counsel further submitted on the cross-appeal of the respondent, as follows:

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**25 30 35** The appellant's counsel submitted that the cross-appeal is challenging the finding of fact that the appellant was a shareholder, was also challenging the finding that the affairs of the company had been conducted in a manner prejudicial to the appellant. He invited the court to consider the judgment of the lower court wherein the learned trial Judge found that the appellant is a member of the company and the attention of the court to the submissions of the petitioner at page 319 - 323 of the record. He further drew attention of the court and the rejoinder of the petitioner at page 350 of the record. On whether the appellant was oppressed as a minority learned counsel drew the attention of the court and submitted that it is indicated in the record that the appellant is a member of the respondent company as a subscriber to the memorandum and articles of Association which were attached. Secondly, jhat she is **a** fully paid-up member as indicated in her

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$\mathsf{S}$ affidavit in reply to the petition. He relied on section 47 of the Companies Act 2012 for the proposition that a subscriber to the memorandum of the company shall be taken to agree to become a member of the company upon its registration and shall be entered in its register of members. The submissions are supported by the authorities of **Re London**, Hamburgh and Continental Exchange, Evans Case (1867) 2 Chancery Appeal 427; $10$ Mawogola Farmers and Growers Ltd (1971) EA 272; Gower's Principles of Modern

**Company Law, Fourth Edition pages 426 - 427.**

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Further, that, even if the appellant was not entered on the register of members, authorities show that upon registration or incorporation the Memorandum and Articles of Association constitute a contract between the subscribers or members. The subscribers are deemed to become members of the company under the repealed section 27 (1) of the Companies Act Cap 110 (see Kenya Seed Company Ltd v Nathaniel Kipkorir Tum & Another HCCS No. 180 of 2010). He asked the court to dismiss the cross appeal with costs.

I have considered the submissions of the petitioner in the trial court on the issue of whether the affairs of the company/respondent company were conducted in a manner $20$ oppressive and prejudicial to the petitioner as the minority member. I have not found it necessary to reproduce those submissions in relation to ground one of the appeal which deals with the value of the 15 shares to be sold to the respondent. However, we shall consider them when resolving the grounds set out in the cross appeal in this judgment.

#### **Submissions of the respondent/cross appellant's counsel** $25$

In reply Mr Charles Nsubuga submitted that the ground of valuation of the shares was never pleaded or argued in the trial court. Consequently, the learned trial Judge was never addressed by the parties on this issue and the appellant only had one prayer for winding up of the company. The respondents counsel/cross appellant's counsel submitted that the learned trial Judge exercised his discretionary powers to make an order for the shares to be sold to the respondent under section 270 of the Companies Act 2012. The section gives the court to options of either winding up or buying shares of the minority shareholder. The learned trial Judge preferred the buying of the shares because the respondent company is still a going concern.

In relation to the cross-appeal, because appellants counsel Mr Charles Nsubuga 35 submitted on the first ground of appeal that the respondent was aggrieved by the trial court holding that the appellant was a member and shareholder in the respondent

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**5** company. However, on the question that the return of allotment shows that she is still a member, learned counsel abandoned the ground.

In relation to the second ground as to whether the learned trial Judge erred in law and fact in finding that the affairs of the respondent company had been conducted in a manner unfair and prejudicial to the interests of the appellant, the issue was whether the respondent agreed with giving her the money or returning her as a member. The option winding up was not acceptable to the respondent company. The matter therefore depended partially on the for resolution of the first ground as to whether the appellant was a member and shareholder in the respondent company.

On the third ground, learned counsel submitted that the learned trial Judge erred in law stating that the affairs of the company had been conducted in a manner prejudicial to the interests of the appellant. Learned counsel for the respondent conceded that the main ground was the first ground as to whether the appellant was a member since he was requested to clarify whether the company should not have been wound up on the ground of oppression and whether the appellant should be retained as a member.

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## **20 Consideration of the appeal**

I have carefully considered the submissions of counsel for and against the appeal and cross appeal as written above. It is the duty of this court as a first appellate court when considering a judgment of the High Court of Uganda in the exercise of its original jurisdiction to reappraise the evidence in the record of appeal and to come to its own conclusions on matters of fact and law. The duty of the court when considering controversies of fact is to subject the evidence on record to fresh scrutiny and to come to our own conclusions on any factual controversy or controversies with the necessary caution that we did not hear or see the witnesses testify. The duty to reappraise evidence is stipulated by Rule 30 (1) of the Rules of this court which provides *inter alia* that on any appeal from a decision of the High Court acting in the exercise of its original jurisdiction, the court may reappraise the evidence and draw inferences of fact. The power to reappraise evidence is discretionary and should be exercised where there are controversies of fact. In **Peters' v Sunday Post Ltd [1958] 1 EA 424** the Court of Appeal for East Africa at page 429 held that the jurisdiction to reappraise evidence should be exercised with caution:

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An appellate court has, indeed, jurisdiction to review the evidence in order to determine whether the conclusion originally reached upon that evidence should

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stand. But this is a jurisdiction which should be exercised with caution: it is not enough that the appellate court might itself have come to a different conclusion.

I also refer to the Supreme Court of Uganda judgment in Kifamunte Henry v Uganda; SCCA No. 10 of 1997 where they held that the duty of a first appellate court is to:

...reconsider the materials before the trial Judge...

**10** We consider the appeal having in mind the duties of a first appellate court as set out above. The appellant appealed on one ground against the decision of the High Court while the respondent opposed the appeal and cross appealed on three grounds against the decision of the trial Judge.

**15 20** *I* have carefully considered the record. This is a first appeal arising from the decision and orders of the High Court by Hon. Stephen Musota J as he then was in Company Cause No. 01 of 2015. The appellant presented a petition under section 247, 248 and 249 of the Companies Act against the respondent in High Court Companies Cause No 01 of 2015 wherein she alleged several acts of oppression by the majority shareholder of the respondent company, Hajji Moses Kigongo including; removing her from the management of the company by taking away from her all cheque books, books of account, access to bank accounts and records of the company. She complained that she was excluded from board meetings or general meetings of the respondent company wherein Hajj Moses Kigongo purportedly appointed company secretaries to the board of directors and resolved to open a dollar account and local shillings account with Standard 25 Chartered Bank and Barclays Bank limited as a sole signatory. The appellant further alleged that she has never been paid any dividends by the respondent company.

**30 35** The respondent opposed the petition with grounds of opposition set out in the affidavit of Moses Kigongo. The grounds were that the appellant was never allotted any shares and neither did she pay for any shares in the company Hajj Moses Kigongo deponed that the appellant was removed from management of the company because of her mismanagement of the company's affairs resulting into unexplained losses of USD 2,000,000. He further deponed that the petitioner failed to convene any company meeting and that she declined to attend meetings convened for purposes of resolving the financial affairs of the company.

Consequently, she prayed that the respondent company be wound up,

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At the trial Court, four issues were raised namely:

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- 1. Whether the petitioner is a member of the company with locus standi to file the petition. - 2. Whether the affairs of the company are being conducted in a manner oppressive and prejudicial to the petitioner - 3. What are the available remedies to the parties under the circumstances? - 10 4. Whether the petitioner's affidavit in rejoinder is admissible

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On whether the petitioner is a member of the company with locus standi to file the petition, The learned trial Judge relied on section 47 of the Companies Act 2012 for the definition of a member and held that one of the two ways of becoming a member is by subscribing to the memorandum of association of a company at the time of incorporation of the company.

15 Under this option, the subscriber automatically becomes a member and shareholder of the company even if the company omits to fulfil its duty to put him or her on the register of members or to allot the shares to him or her (See Evans [1867] L. R.2 Ch App 424 **and**

**20** Bytrust Holding Limited v I. R. C [1971] 1 W. L. R 1333). The learned trial Judge found for the petitioner and held that the petitioner was a member of the company having subscribed to the memorandum of association for 15% of the shares of the company and she had locus

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standi to present a member's petition under section 248 of the Companies Act 2012.

On whether the affairs of the company were conducted in a manner oppressive and prejudicial to the petitioner, the learned trial Judge relied on section 248 of the Companies Act 2012 and held that matters of oppression under section 247 of the Companies Act 2012 fall within the jurisdiction of the Registrar of Companies and not the High Court unless otherwise referred by the Registrar to the High Court. The learned trial Judge held that section 248 of the Companies Act is restricted to causes of actions for unfair prejudice to the petitioner as a member. The learned trial Judge held that:

1. To constitute unfair prejudice, the value of the shareholder's interest must be adversely

affected. A mere disgruntlement of a shareholder will not suffice.

2. To invoke the principle of unfair prejudice under section 248 of the Companies Act, two elements must be present; first the conduct must be prejudicial in the sense of causing prejudice to the relevant interest of a member and second, the conduct must be unfair.

3. It is not necessary for the petitioner to show that anybody acted in bad faith or with intention to cause prejudice, the courts will regard the conduct unfair if a hypothetical reasonable standard would regard it to be unfair in light of the contractual terms set out in the Articles of Association and in any binding shareholders' agreement.

i' 7 C0UFJ9 *Q* Q U 0 C- C> ® ' '■ - **5** 4. Examples of unfair conduct include: exclusion from management in circumstances where there is legitimate expectation of participation, abuses of power like passing a Special Resolution to alter the company's Articles where such alteration affects the petitioner's legitimate expectation of participation in the management of the company. - 5. According to Article 84 of the company's Articles of Association, the petitioner as a shareholder was expected to participate in the management of the company business and that both the petitioner and Hajji Kikongo Moses were supposed to be directors of the company right from its incorporation. - 6. According to Article 70 of the Articles of Association, the failure to give notice of a meeting to a member does not invalidate proceedings at the meeting. Following this Article, the trial Judge declined to invalidate the proceedings at the meeting where the petitioner was absent. - 7. The respondent did not deny any of the complaints made against it by the petitioner in the affidavit of Moses Kikongo but instead attempted to justify the actions of the majority shareholder. - 8. Whereas the respondent averred that the petitioner refused to attend meetings called to discuss its financial affairs, it did not adduce evidence of notices served on the petitioner.

Accordingly, the learned trial Judge found that the affairs of the respondent company were conducted in a manner prejudicial to the interests of the petitioner as a member by effectively and unfairly denying her, a legitimate expectation of participating in the management of the company.

On the remedies the learned trial Judge noted that winding up of a company on the ground that it is just and equitable was based on the section 222 (f) of the repealed Companies Act Cap. 110 which was not re-enacted in the Companies Act 2012. Further, that a winding up order and appointment of a liquidator were not appropriate in the circumstances as the respondent company was still solvent and profitable. The trial court also considered the 15% share - holding of the appellant in the respondent, and using the general discretion of court to make any orders as it deems fit under section 250 of the Companies Act, 2012 ordered that the petitioner's 15 shares be purchased by the respondent company at a value of Uganda Shillings 1,000,000 per share as at the time when the prejudice to the petitioner begun and the capital of the company to be reduced accordingly.

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The learned trial Judge further ordered the respondent company to pay the petitioner 15% of the profits of the company from 1st January 2011 to the date of his judgment and for the

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5 respondent to furnish court with a report of implementation of the orders issued within two months from the date of his judgment.

The sole ground of appeal following the orders is about the valuation of the shares and the grievance is that the learned trial Judge erred in law and in fact to order purchase of the 15 shares of the appellant by the respondent company at Uganda shillings 1,000,000/= which was not the accurate (market) value of each share. The appellant also does not have a valuation of the shares and seeks for an order to have the shares valued so as to receive proper value for the shares.

**15** 20 25 I have carefully considered the sole ground of appeal and it primarily deals with an alleged erroneous valuation of shares at Uganda shillings 1,000,000/= each. Uganda shillings 1,000,000/= is the nominal value of a share written in the Memorandum of Association of the respondent company. The memorandum of Association shows that the nominal share capital of the company is Uganda shillings 100,000,000/= divided into 100 ordinary shares of Uganda shillings 1,000,000/= each. It is also be noted that the parties endorsed the Memorandum of Association on 1 November 1997. The respondent company was incorporated on 4 November 1997. The annual return of the company having share capital of the respondent company for the annual general meeting for the year 2013 filed on 27th August, 2013 shows that there are two shareholders namely the petitioner/appellant with 15 shares and Hajj Moses Kigongo having allotment of 85 shares. It shows that the shares are fully paid-up. The return of allotment also indicates that the nominal share capital is Uganda shillings 100,000,000/= divided into 100 ordinary shares of Uganda shillings 1,000,000/= each. The sole ground of appeal advances the proposition that the award of shares at Uganda shillings 1,000,000/= per share was at an undervaluation of the shares. The respondent's counsel did not counter these submissions.

'"'SO Learned counsel for the appellant relied on the case of **Profinance Trust SA v Gladstone [2001] EWCA Civ 1031** being a decision of the Court of Appeal of the UK and thejudgment of Lord Justice Robert Walker on the question of the appropriate valuation of the shares of a company. The learned Judge noted that where court directs the purchasing of the shares of a minority member, and in the cases where the petitioner is not at fault, the court tends to favour an undiscounted share of the value of the company as a whole:

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The decided cases on the appropriate valuation date recognised that the court has wide discretion: see in particular the decision of this court in *Re Cumana* [1986] BCLC 430 at pp 436 (Logan J) for 37 (Glidewell U) and 445 (Nicholls U). But even a wide

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discretion to do what is fair must (as Lord Hoffmann said in *O'Neill vPhillips* [1999] 1 WLR 1092,1098) be exercised judicially and on rational principles.

The principle is persuasive *inter alia* because under Article 126 (2) (c) of the Constitution of the Republic of Uganda it is clearly written that in adjudicating cases of both the civil and criminal nature, the courts shall subject to the law apply *intera!iat\\e* principle of adequate compensation to victims of wrongs. Having found that the affairs of the company were being conducted in a manner prejudicial to the petitioner, it was incumbent upon the learned trial Judge to make an order of adequate compensation of the petitioner/appellant in this court having decreed that her shares have to be brought off by the respondent company. Secondly, shares are property which may be recognised in terms of ownership as a right to property under article 26 of the Constitution of the Republic of Uganda and such shares may not be compulsorily acquired without adequate compensation. The question of adequate compensation lies at the heart of the sole ground of appeal of the petitioner/appellant. Thirdly, it is a principle of common law that a person who suffers a wrong as a result of the defendant's conduct, should be restored as nearly as possible to a position he or she would have been in as if the injury had not been suffered. This is the principle of *restitutio in integrum.* All these principles cannot support any proposition that the book value of the shares which were compulsorily sold to the respondent company by order of court should be paid to the owner of the shares. In the very least, there has to be an establishment of the value of the shares irrespective of what method is used to establish that value. In the premises, ground one of the appeal is allowed. I hold that the learned trial Judge erred in law to order the purchase of shares at the book value of the shares rather

than an undiscounted share of the value of the company as a whole, having even found that the respondent company was a going concern.

In her memorandum of appeal, the appellant prayed that this Court appoints and approves an expert to value her shares in the respondent company as at the time ofjudgment of this Court. She prayed that the Court approved expert be directed to make an account of profits of the respondent company from 1st January, 2011 to the date of judgment of this Court and that she be paid 15% of the profits in accordance with the expert's account

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In my judgment it may be sufficient to set aside the order that the shares be purchased at Uganda shillings 1,000,000/= each and to substitute therefore an order that the issue be remitted to the High Court and the value of the shares be determined on the basis of the undiscounted share of the value of the company as a whole valued so as to establish the value of each share and make an appropriate order for the respondent to acquire the shares

$\mathsf{S}$ at a determined value after expert determined. I will consider the appropriate orders in due course.

## Resolution of the cross appeal

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The respondent across appealed and the grounds of the cross appeal have been set out above. The first ground of the cross appeal is that the learned trial Judge erred in law and fact when he held that the appellant is a member and shareholder in the respondent company and thereby arrived at a wrong conclusion that: the appellant had locus to file the petition, that the appellant's 15% shares be purchased by the respondent company, and that the respondent company pays 15% of the profits made by the company from 1st January 2011 to the date of judgment to the appellant.

At the hearing of the cross-appeal, we pointed out that ground 1 of the cross appeal had 15 no merit because the respondent company filed returns of allotment of shares which clearly proves that the appellant had 15 shares in the respondent company as noted above. Ground one of the cross – appeal has no merit and is disallowed.

Ground two of the cross-appeal is that the learned trial Judge erred in law and fact when he failed to dismiss the petition after the petitioner had not made a case for winding up of $20$ the respondent company. When learned counsel for the respondent/cross appellant was asked whether the company should be wound up instead of the respondent to the cross appeal being paid for the shares she held in the respondent company, he was unable to accept that position. We further established that the respondent apparently is happy with the petitioner being out of the respondent company. In the premises, the only acceptable $25$ remedy was the one decreed by the High Court of the respondent buying the shares of the petitioner/appellant. I hold that ground two of the cross-appeal has no merit and is also disallowed.

Having conceded that it is acceptable to remove the petitioner/respondent to the cross appeal from the respondent's company register, I therefore hold that there is no merit to $30$ the last ground of the cross – appeal that the learned trial Judge erred in law and fact by finding without evidence that the affairs of the respondent company had been conducted in a manner unfairly prejudicial to the interests of the appellant as a member and shareholder. One cannot have his or her cake and eat it. The only basis for the respondent company purchasing the shares of the petitioner was the holding that the petitioner had 35 been treated oppressively and prejudicially pursuant to which the learned trial Judge exercised his discretion under section 250 of the Companies Act 2012 to decree the

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appellant at the time when the prejudice against the appellant begun as held by the $\mathsf{S}$ learned trial Judge.

In the premises I would make the following orders:

- 1. That an expert shall be appointed by the Registrar of the High Court within one month from the date of this judgment and that the appointed expert shall carry out the valuation of the shares of the appellant as at the time when the prejudice to the petitioner/appellant begun using the undiscounted value of the respondent company as a whole. The expert determined share value shall be the quantum for the purchase of 15 shares of the appellant by the respondent as decreed by the High Court. - 2. The costs of the court appointed expert shall be borne by the respondent. 15 - 3. I would make no order as to interests on the value of the shares in light of the decree of the High Court for the respondent company to pay the petitioner 15% of the profits made from 1st November, 2011 to the date of the High Court judgment. - 4. In light of the delays in enforcement of the High Court decree, I would order that interest be paid on all monies due to the respondent pursuant to this judgment at court rate from the date of the High Court judgment on 9th February 2016 till payment in full. - 5. I would further make an order that the appeal of the appellant succeeds with costs while the cross appeal stands dismissed with costs.

Dated at Kampala the $2$ day of $\frac{2}{2019}$

**Christopher Madrama**

Justice of Appeal

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# THE REPUBLIC OF UGANDA

#### IN THE COURT OF APPEAL OF UGANDA AT KAMPALA

# CIVIL APPEAL NO. 91 OF 2016

OLIVE KIGONGO APPELLANT

#### VERSUS

MOSA COURTS APARTMENTS LTD RESPONDENT

CORAM: Hon. Mr. Justice Kenneth Kakuru, JA

Hon. Mr. Justice Geoffrey Kiryabwire, JA

Hon. Mr. Justice Christopher Madrama, JA

## JUDGMENT OF JUSTICE KENNETH KAKURU, JA

I have had the benefit of reading in draft the Judgment of my learned brother The Hon. Mr. Justice Christopher Madrama, JA.

I agree with him that this appeal ought to succeed for the reasons he has set out in his Judgment. I also agree with the orders he has proposed.

As Hon. Mr. Justice Geoffrey Kiryabwire, JA also agrees, it is so ordered.

Dated at Kampala this Id 2019. **i** KennethKakuru JUSTICE OF APPEAL day of I C? 7

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° C| o *d o n a a q* o u

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# THE REPUBLIC OF UGANDA IN THE COURT OF APPEAL OF UGANDA AT KAMPALA CIVIL APPEAL NO. 91 OF 2016

**1**

OLIVE KIGONGO - === APPELLANT

# VERSUS

MOSA COURTS APARTMENTS LTD==== ====RESPONDENT

CORAM: Hon. Mr. Justice Kenneth Kakuru, JA

**'4**

. Hon. Mr. Justice Geoffrey Kiryabwire, JA

Hon. Mr. Justice Christopher Madrama, JA

### JUDGMENT OF MR. JUSTICE GEOFFREY KIRYABWIRE, JA

#### JUDGMENT

I have had the opportunity of reading the draft Judgment of the Hon. Mr. Justice Christopher Madrama, JA.

I agree with his Judgment and 1 have nothing more useful to add.

Dated at Kampala this 2019. Lc" .... day of

HON. MR. JUSTICE GEOFFREY KIRYABWIRE

JUSTICE OF APPEAL **i.** jCUDIT G" A: PFAL OFUGAi