Prism Construction Co. Ltd v Glowline Investments Ltd and Musoke Warren (Miscellaneous Cause N0. 115 OF 2024) [2025] UGCommC 82 (25 March 2025)

# 5 **THE REPUBLIC OF UGANDA**

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

# **(COMMERCIAL DIVISION)**

#### **MISCELLANEOUS CAUSE N0. 115 OF 2024**

#### **PRISM CONSTRUCTION CO. LTD ::::::::::::::::::::::::::::::::::::: APPLICANT**

# 10 **VERSUS**

#### **1. GLOWLINE INVESTMENTS LTD**

#### **2. MUSOKE WARREN :::::::::::::::::::::::::::::::::::::::::::::::: RESPONDENTS**

#### **BEFORE: HON. LADY JUSTICE PATIENCE T. E. RUBAGUMYA**

#### **RULING**

### 15 Introduction

This application was brought by way of Notice of Motion under **Section 33 of the Judicature Act, Cap. 13 (now Section 37 of Cap. 16**), **Section 98 of the Civil Procedure Act, Cap. 71 (now Cap. 282)** and **Order 52 rules 1 and 2 of the Civil Procedure Rules, SI 71-1**, for orders that:

- 20 1. The Applicant be granted leave to deposit the Respondents' money to the tune of USD 42,662 (United States Dollars Forty-Two Thousand Six Hundred Sixty-Two Only) in Court. - 2. The Respondents be ordered to return the Applicant's vehicles Registration Numbers; UBH 465T Mercedes Actros, 2006, CE263C 25 Mercedes Actros, 2009 and UAX 739Z Mercedes Actros, 2006. - 3. Costs of this application be provided for.

# Background

The background of this application is contained in the Applicant's affidavit in support of the application deponed by **Mr. Maurice Kertho**, its Director 30 and Chief Operating Officer, and is summarized below:

- 5 1. That in September, 2024, the Applicant needed money to run the Company's operations and approached the 2nd Respondent who agreed to lend the Applicant USD 35,000 in the names of the 1st Respondent. - 2. That the 2nd Respondent requested for security for the money to be 10 lent to the Applicant and they agreed to use the Applicant's three dump truck vehicles Registration Numbers UBH465T, Mercedes Actros, 2006, CE263C Mercedes Actros, 2009 and UAX739Z Mercedes Actros, 2006 as security. - 3. That on 18th September, 2024, the Applicant and the 1st Respondent 15 represented by the 2nd Respondent entered into an Agreement wherein it was agreed that the 1st Respondent would take possession of the three vehicles upon remitting USD 35,000 to the Applicant. - 4. That under the Agreement, the Applicant was obligated to pay the Respondents USD 42,662 by 30th October, 2024, failure of which, 20 the Respondents would have ownership of the vehicles. - 5. That the Respondent gave the Applicant the USD 35,000 agreed upon and took possession of the vehicles. - 6. That on 21st October, 2024, the Applicant got the Respondent's money and wanted to pay it, but the 2nd Respondent refused to 25 receive the money. - 7. That the Applicant has tried all means to make the payment to the Respondents but has failed since they have refused to receive the payment or share their bank account.

In reply, the 2nd Respondent **Mr. Musoke Warren**, the 1st Respondent's 30 Director, opposed the application contending that:

1. In his capacity as the 1st Respondent's Managing Director, he transacted with the Applicant through Mr. Joseph Olwinyi, Mr.

- 5 Maurice Kertho and Mr. Simon Pope Okello in transactions involving the purchase of three of the Applicant's old grounded motor vehicles. - 2. It was agreed that the 1st Respondent would incur the cost of transporting the trucks at a sum of USD 2,412 equivalent to UGX 9,000,000/= from Bushenyi to Kampala, which he duly paid. - 10 3. In the negotiations, Mr. Maurice Kertho and Mr. Simon Pope Okello proposed a buyout clause in the Agreement to enable them buy back their trucks in case they were interested in doing so before being sold to any other person. He agreed to their proposal and a buyout clause was included at an agreed amount of USD 42,662 to be exercised not 15 later than 30th October, 2024. - 4. When the 2nd Respondent went to Bushenyi to pick the trucks, he incurred extra costs of UGX 9,000,000/= for the cancelled towing trucks due to the delay to have the vehicles released and UGX 10,000,000/= on behalf of the Applicant and that the Applicant was 20 informed about these extra costs. - 5. A few days to the expiry of the buyout time, he was contacted by Mr. Maurice Kertho and Mr. Pope Simon Okello that the Applicant was ready to pay the agreed USD 42,662, in exercise of the buyout clause. - 6. He disagreed with them and rejected the payment of USD 42,662 25 since he had on the instruction of Mr. Maurice Kertho and Mr. Pope Simon Okello incurred additional costs of UGX 28,000,000/= as failure for them to execute their obligations. - 7. After failure to agree on the expenses incurred for purposes of considering them while exercising the buyback option, a meeting was 30 held wherein the Applicant agreed to incur the alleged extra costs upon verification. That however, this did not yield anything since the Applicant later denied having agreed to pay the extra costs.

5 8. Since there was no consensus on a way forward to enforce the buyout clause whose date had long passed, the 2nd Respondent had no option but to sell the trucks in the form of spare parts.

In its affidavit in rejoinder, **Mr. Maurice Kertho,** the Applicant's Director 10 and Chief Operating Officer, reiterated his previous averments and further contended that:

- 1. The Respondents never informed the Applicant about the extra costs that had been incurred until they insisted on paying back the money agreed upon. - 15 2. In the meeting between the parties, the 2nd Respondent did not give any details of these allegations or the quantum and undertook to avail the Applicant with proof of the alleged expenses which he did not do. - 3. The Respondents were never instructed to incur extra costs save for 20 the transportation fees that were included in the Agreement. - 4. It is not true that the Respondents have sold the vehicles as spare parts as alleged since the vehicles in issue cannot be disposed of in spare parts.

# 25 Representation

The Applicant was represented by **M/s Sebanja & Co. Advocates,** while **M/s Lukwago & Co. Advocates** represented the Respondents.

Both parties filed their written submissions as directed, and Court has considered the same.

### 5 Issues for Determination

Following **Order 15 rule 5(1) of the Civil Procedure Rules**, and the case of *Oriental Insurance Brokers Limited Vs Transocean (U) Limited SCCA No.55 of 1995*, this Court has rephrased the issues to read as follows:

- 10 1. Whether the Applicant should be granted leave to deposit USD 42,662 (United States Dollars Forty-Two Thousand Six Hundred Sixty-Two Only) in Court? - 2. Whether the Respondents should be ordered to return the Applicant's vehicles Registration Numbers; UBH 465T Mercedes 15 Actros, 2006, CE263C Mercedes Actros, 2009 and UAX 739Z Mercedes Actros, 2006? - 3. What remedies are available to the parties?

In their submissions, the Respondents raised a preliminary objection to 20 the effect that the Applicant's application is incompetent before this Honourable Court.

## **Order 6 rule 28 of the Civil Procedure Rules**, stipulates that:

*"Any party shall be entitled to raise by his or her pleadings any point of law, and any point so raised shall be disposed of by the* 25 *Court at or after the hearing; except that by consent of the parties, or by order of the Court on the application of either party, a point of law may be set down for hearing and disposed of at any time before the hearing."*

The Supreme Court, in the case of *Uganda Telecom Ltd Vs ZTE* 30 *Corporation SCCA No. 3 of 2017*, held that a trial Court has the

5 discretion to dispose of a preliminary point either at or after the hearing. However, the exercise of the discretion depends on the circumstances of each case. Accordingly, I shall proceed with the determination of the preliminary objection so raised.

Whether the Applicant's application before this Honourable Court has 10 merit?

# Respondents' submissions

In submissions, Counsel for the Respondents stated that the instant application raises contentious and complex disputes on contract interpretation and possible breach, which cannot be determined by a mere

15 look at the pleadings of the parties without giving an opportunity to the said parties to adduce evidence of witnesses in Court.

Counsel for the Respondents submitted that the best procedure to adopt is by way of an ordinary plaint, such that parties have the chance to call their witnesses and for the Court to analyze the evidence, unlike by way of

20 affidavit evidence, and he relied on the case of *Adam Jacob Muhammed & Another Vs Madaya Rogers Misc. Cause No. 14 of 2013.*

# Applicant's submissions

In reply, Counsel for the Applicant asserted that the application is competent before this Honourable Court and he contended that the mode 25 adopted to institute a matter does not affect the competence of the Court to handle such a matter. To that end, Counsel for the Applicant submitted that the High Court has unlimited jurisdiction and that **Section 98 of the Civil Procedure Act** upon which this application is premised grants the Court broad powers to issue any orders in the interests of justice and that 30 it is these inherent powers that the Applicant is invoking.

#### 5 Analysis and Determination

I have perused the Notice of Motion, which was brought under **Section 98 of the Civil Procedure Act**, that empowers this Court with inherent power to make such orders as may be necessary for the ends of justice or to prevent abuse of Court process. Further, **Section 37 of the Judicature**

10 **Act, Cap. 16** provides that:

*"The High Court shall, in the exercise of the jurisdiction vested in it by the Constitution, this Act or any written law, grant absolutely or on such terms and conditions as it thinks just, all such remedies as any of the parties to a cause or matter is entitled to in respect* 15 *of any legal or equitable claim properly brought before it so that, as far as possible, all matters in controversy between the parties may be completely and finally determined and all multiplicities of legal proceedings concerning any of those matters avoided."*

I have perused the application, the affidavit in support, the affidavit in 20 reply, and the affidavit in rejoinder and in my view, they both contain contentions as to the nature of the transactions that the parties entered into. Further, the affidavits contain documentary evidence proving the parties' respective averments and contentions on the dispute, which is the necessary evidence to determine such an application. I am also fortified by

25 **Order 19 rules 2(1) and (2) of the Civil Procedure Rules,** which provide for cross-examination of any deponent of an affidavit.

Therefore, even though the Respondents hold the view that the application in its form is incompetent because it contains complex issues like contract interpretation and breach requiring a hearing beyond a mere look at the 30 pleadings, in the event that the Respondents were to require cross-

examination of the Applicant's deponent, **Order 19 rules 2(1) and (2) of**

- 5 **the Civil Procedure Rules** dictate such a process in applications of this nature that have affidavit evidence but the Respondents did not opt for the same. In addition, there is no specific provision that provides for the form in which the orders in the instant application would take and therefore, **Section 98 of the Civil Procedure Act** upon which the application is - 10 premised is relevant.

In the circumstances, the preliminary objection is hereby overruled.

I shall now proceed to resolve this application on its merits.

Issue No. 1: Whether the Applicant should be granted leave to deposit USD 42,662 (United States Dollars Forty-Two Thousand Six Hundred

15 Sixty-Two Only) in Court?

Issue No. 2: Whether the Respondents should be ordered to return the Applicant's vehicles Registration Numbers; UBH 465T Mercedes Actros, 2006, CE263C Mercedes Actros, 2009 and UAX 739Z Mercedes Actros, 2006?

20 Applicant's submissions

Counsel for the Applicant submitted that the 1st Respondent represented by the 2nd Respondent lent USD 35,000 to the Applicant, and vehicles Reg. No. UBH 465T Mercedes Actros, 2006, CE263C Mercedes Actros, 2009 and UAX 739Z Mercedes Actros, 2006, belonging to the Applicant were 25 used as security.

That the parties agreed that the Applicant would pay back USD 42,662 by 30th October, 2024, failure of which the Respondents would have ownership of the vehicles as per clause 3 of annexure **"A"**. That upon getting the money to pay back, the Applicant contacted the 2nd Respondent 30 but he refused to avail a bank account to deposit the money and also

- 5 refused to receive the same. That, when the Applicant reached out to the Respondents to effect the payment, the 2nd Respondent informed the Applicant about the extra costs, incurred in transporting the vehicles from Bushenyi. Counsel further contended that though the Respondents argue that the transaction between the parties was a sale and that they bought - 10 the vehicles in dispute, Counsel invited this Court to look at annexure "**A**" attached to the affidavit in support. That more so, the property in the goods was to pass to the Respondents after the Applicant failed to pay USD 42,662 by 30th October, 2024. Counsel then referred to **Section 25(1) of the Sale of Goods and Supply of Services Act, Cap. 292** for the provision 15 that property in ascertained goods passes at such time as the parties to the contract intend it to pass.

In his conclusion, Counsel submitted that it is in the interest of justice that this application is granted.

## Respondents' submissions

Counsel submitted that in September, 2024, the Applicant and the 1st 20 Respondent executed a Purchase Agreement, annexure **"A"**. That the 2nd Respondent met Mr. Maurice Kertho and Mr. Simon Pope Okello and they proceeded to Bushenyi, where the three vehicles were to be inspected.

Counsel then contended that since the goods in issue were ascertained, 25 then the property passes when the parties intend it to. That in line with the buy-back clause, the said Agreement presupposes that property passed from the seller to the buyer upon the buyer paying USD 35,000 and the seller only had an option of buying back the said goods at USD 42,662 by 30th October, 2024. That therefore, it is misleading for Counsel 30 for the Applicant to state that the property in the goods was to pass to the 5 Respondent only if the Applicant failed to pay USD 42,662 by 30th October, 2024.

Counsel further submitted that after being contacted by the Applicant, the 2nd Respondent informed them about the extra costs of UGX 28,000,000/= that had been incurred by the Respondents while transporting the vehicles

10 to Kampala. That a meeting was set up wherein the Applicant agreed to the extra costs but they later alleged to the contrary as per the emails marked as annexures **"C"** and **"D"** attached to the affidavit in reply.

## Analysis and Determination

I have considered the pleadings, evidence adduced and submissions of 15 both Counsel while resolving this matter.

I shall resolve issues No. 1 and 2 concurrently.

It is provided under **Section 101(1) of the Evidence Act, Cap. 8**, that whoever desires any Court to give judgment as to any legal right or liability dependent on the existence of facts which he or she asserts must prove

20 that those facts exist. (See also **Sections 102, 103 and 104 of the Evidence Act).**

In the instant case, it is undisputed that the Applicant and the 1st Respondent entered into an Agreement as evidenced by annexure "**A**" attached to the affidavit in support and rejoinder. However, the Applicant

25 alleges that the Agreement was a pledge of its motor vehicles Reg. numbers; UBH 465T Mercedes Actros, 2006, CE263C Mercedes Actros, 2009 and UAX 739Z Mercedes Actros, 2006, as security to the 1st Respondent for a loan of USD 35,000 and that the vehicles would be returned to the Applicant upon repayment of USD 42,662 by 30th October, 30 2024. On the other hand, the Respondents contend that it was a

5 Sale/Purchase Agreement. Therefore, I will first ascertain the nature of the Agreement that was executed by the parties.

A contract is defined under **section 9(1) of the Contracts Act, Cap. 284**, as an agreement made with the free consent of parties with the capacity to contract for a lawful consideration and with a lawful object, with the 10 intention to be legally bound. It is also trite that a party who is a signatory to a document is bound by his or her signature. (See: *L' Estrange Vs Graucob Ltd [1934] 2 KB 394*).

In the case of *Bank of Credit & Commerce International S. A (In Liquidation) Vs Munawar Ali & Others [2001] 1 All ER 961* it was held

15 that:

*"In construing contractual provisions, the object of the Court is to give effect to what the contracting parties intended. To ascertain the intention of the parties, the Court reads the terms of the contract as a whole, giving the words the natural and ordinary meaning…."*

20 Therefore, it is not the function of the Court to make contracts between the parties but rather to construe the surrounding circumstances to effectuate the intention of the parties. (See: *Omega Bank Vs O. B. C Limited [2005] 8 NWLR (pt.928) 54)*.

In the matter at hand, the Applicant only adduced annexure **"A"** to prove the nature of the Agreement that was entered into between it and the 1st 25 Respondent. According to annexure **"A"**, a duly dated and signed Agreement; on 18th September, 2024, the Applicant represented by Mr. Maurice Kertho and the 1st Respondent represented by Mr. Musoke Warren executed an Agreement titled, "Vehicle Sales/Purchase 30 Agreement". Under the recitals and throughout the whole Agreement, the

5 parties refer to themselves as buyer and seller. The Applicant avers that when the parties executed annexure **"A"**, the intention was for the vehicles to be used as security for the loan and not a sale.

**Section 91 of the Evidence Act** is to the effect that when the terms of a contract have been reduced into writing, no evidence shall be given in proof 10 of the terms of the contract except the document itself. However, **Section 92** thereof provides for the exceptions to this rule. In the case of *Ben Kavuya & 2 Others Vs Wakanyira David George SCCA No. 31 of 2021* which had similar facts as those in the instant case, the Supreme Court held that oral evidence cannot be used to contradict a written agreement 15 except within the exceptions of the law, such as fraud, intimidation, illegality, want of due execution, want of capacity to contract, want or failure of consideration, mistake of fact or law which when proved by oral testimony would invalidate the agreement. (See also *Kasumbakali Siraji Vs Kirumira Brenda and Another HCCS No. 444 of 2018).*

20 In the case at hand, the Applicant did not plead any of the above mentioned exceptions. Also, the Applicant alleged that it executed a loan Agreement but adduced annexure **"A"**, the Vehicle Sale/Purchase Agreement to prove the averment. Therefore, in the absence of any vitiating factors and in light of the terms and wording of annexure **"A"**, the 25 Applicant and the 1st Respondent executed a Sale/Purchase Agreement and not a Loan/Money Lending Agreement.

The above notwithstanding, Counsel for the Applicant relied on **Section 25(1) of the Sale of Goods and Supply of Services Act** and submitted that the property in the vehicles was to pass to the Respondents only if the 30 Applicant failed to pay the USD 42,662 on 30th October, 2024. That the Applicant averred that prior to 30th October, 2024, they contacted the 2nd

- 5 Respondent with the money but that the 2nd Respondent was evasive as he neither received the USD 42,662 nor provided an account through which the Applicant would transfer the money. The Applicant also averred that the 1st Respondent alleged to have incurred extra costs, which he did not disclose to the Applicant until after he was contacted. - 10 In reply, the Respondents contended that clause 3 of annexure **"A"** which provides that, *"the seller (Applicant) has the option of buying back the trucks at a cost of USD 42,662 on 30/10/2024",* presupposes that the property in the goods passed from the seller (Applicant) to the purchaser (1st Respondent) upon the purchaser paying USD 35,000 and the seller only 15 had an option of buying back the already sold goods at USD 42,662 on 30th October, 2024.

The Respondents also averred that they rejected the Applicant's USD 42,662 because of other incurred extra costs of UGX 28,000,000/= upon the instructions of the Applicant's officials and which were also 20 acknowledged by **Mr. Kertho Maurice** in his email of 30th October, 2024, annexure **"C"** attached to the affidavit in reply.

In light of the above contentions, it is imperative to first establish when property in the vehicles passed. **Section 25 of the Sale of Goods and Supply of Services Act, Cap. 292,** stipulates that:

25 "(1) W*here there is a contract for the sale of specific or ascertained goods, the property in the goods passes to the buyer at such time as the parties to the contract intend it to pass.*

*(2) For the purpose of ascertaining the intention of the parties, regard shall be had to the terms of the contract, the conduct of the parties and* 30 *the circumstances of the case."*

5 Turning to the facts at hand, under the contract recitals of annexure **"A"**, after the pricing details, it reads that:

> *"Vehicle hand-over date 19/09/2024 [vehicle is to be handed over to the buyer no later than this date]."*

Still under the terms and conditions of the annexure **"A",** it is stated under 10 clauses 1, 2, 3, and 4 that:

- *1. The buyer shall take possession of the three motor vehicles upon remittance of USD 35,000 to the seller.* - *2. The buyer shall incur the costs of USD 2,412 for hauling the trucks from their current location (Bushenyi) to the buyer's yard in Kampala.* - 15 *3. The seller has the option of buying back the trucks at a cost of USD 42,662 on 30/10/2024.* - *4. If the seller does not remit the USD 42,662 on 30/10/2024, the buyer shall retain ownership of the three trucks.*

In view of the fact that the parties reduced their negotiation into terms and 20 conditions in annexure **"A"** and considering the provisions of **Section 25(2) of the Sale of Goods and Supply of Services Act**; it follows that the parties intended that the property in the goods would pass when the buyer (1st Respondent) took possession upon remittance of USD 35,000 to the seller (Applicant). Since the Applicant does not dispute the remittance of USD 35,000 and the handover of the vehicles that occurred on 19th 25 September, 2024 as contained in annexure **"A"**, then property in the three motor vehicles passed to the 1st Respondent after the remittance of the

USD 35,000 and subsequent possession.

5 I have also observed that annexure **"A"** does not contain any terms or conditions that would warrant the applicability of **Section 26 of the Sale of Goods and Supply of Services Act**. Moreover, clause 5 of the Agreement also states that:

"*The Buyer is to purchase, at his own expense, a motor insurance* 10 *policy for these vehicles which is valid as of the date of ownership transfer."*

This further supports the view that at remittance, the property in the goods passed as obligations and rights were created without any condition precedent to passing of ownership. Furthermore, according to the **Black's**

15 **Law Dictionary 9th Edition, page 228,** "a buy-back clause" is defined as:

*"A clause allowing the seller of property the right or opportunity to repurchase the property under stated conditions."*

Therefore, in my view and in light of the above definition; **clause 4** of annexure **"A"** on buying back the motor vehicles implied that the property

- 20 had already passed and the buyback was to be a repurchase. In any case, if the Applicant seems to suggest that clause 4 was an ambiguous term in the contract, the *contra proferentem* rule impeaches the Applicant's view because it is trite that any ambiguity in an unclear clause or a clause open to multiple interpretations would be resolved against the party that drafted 25 the contract which is the Applicant since upon perusal of annexure **"A",** - there are imprints of the Applicant Company and further the Respondents averred that the Applicant drafted the contract, a fact that is not denied by the Applicant.

I have also carefully perused the correspondences between Mr. Maurice 30 Kertho on behalf of the Applicant and the Respondents marked as

5 annexures **"B"** and **"C"** attached to the affidavit in support and annexures **"C"** and **"D"** attached to the affidavit in reply.

According to annexure "**B**" attached to the affidavit in support, WhatsApp correspondences between Mr. Maurice Kertho and the 2nd Respondent; Mr. Maurice Kertho, on behalf of the Applicant, contacted the 2nd Respondent

- 10 reminding him about the meeting regarding the Applicant effecting payment before 30th October, 2024 so that they can recover the vehicles. The 2nd Respondent, in reply, informed him that they would meet but that the Applicant had to first cater for the extra costs that were incurred by him while in Bushenyi, which costs, the Applicant was aware of. - 15 As per annexure **"B"** attached to the affidavit in reply, a letter from Dr. Godius Yesigye of Liberty Institute of Advocates International; the Applicant represented by Mr. Maurice Kertho and Mr. Okut Simon and the 1st Respondent represented by the 2nd Respondent met and both parties confirmed that indeed there were other expenses that had been incurred - 20 after the transaction which were not listed in the Sales Agreement that needed to be computed.

According to annexure **"C**" attached to the affidavit in reply, on 30th October, 2024, Mr. Maurice Kertho, on behalf of the Applicant Company, wrote an email which was contradictory because he stated that; "*we never*

25 *acknowledged that there are other expenses incurred after the transaction which are not listed in the Sales Agreement" ,* but in the same email noted that, *"the only expenses that were justified by Warren is UGX 2,500,000 paid to the police officer and another UGX 5,000,000 allegedly paid and signed for by someone who claimed that the Applicant owed them some* 30 *money, which evidence is yet to be adduced by Warren to us for verification."*

- 5 In my view, by the conduct of the parties, they intended or gave room to vary the amount to be paid for the application of the buy-back clause and, apart from the Applicant's representative's correspondence to the 2nd Respondent on 29th October, 2024, which was contradicted by his email of 30th October 2024, annexure **"C"** attached to the affidavit in reply, the - 10 Applicant incurred extra costs which were stated and some were due for verification, which is contrary to its contention and averment that the Respondents were evasive by 30th October, 2024.

Further, according to annexure **"C"** attached to the affidavit in reply, on the same day, 30th October, 2024, Mr. Maurice Kertho emailed the 2nd 15 Respondent saying that they made it clear that they cannot acknowledge money which is not justifiable to which the 2nd Respondent replied that if they do not acknowledge the other expenses as alleged in their email, then they have no further discussion about the issue (the buying back of the

vehicles).

20 All the above correspondences between the parties are not disputed by either party.

According to the evidence on record, the Applicant commenced the process of exercising the option of repurchasing its vehicles from the 1st Respondent, however, from the back and forth communication between

25 Mr. Maurice Kertho and the 2nd Respondent, the repurchase of the vehicles was not concluded. Therefore, granting the Applicant leave to deposit the sum of USD 42,662 in Court or ordering the Respondents to return the vehicles would be of no purpose, and would in my view be improper since the negotiations for the repurchase of the vehicles were not concluded by 30 the parties.

In the premises, Issues No. 1 and 2 are resolved in the negative.

## 5 Issue No. 3: What remedies are available to the parties?

Having resolved issues No. 1 and 2 above in the negative, the following orders are hereby issued:

- 1. The application is hereby dismissed. - 2. Costs of the application are awarded to the Respondents. - 10 I so order.

Dated, signed and delivered electronically via ECCMIS this **25th** day of **March, 2025**.

Patience T. E. Rubagumya

**JUDGE**

15 25/03/2025