Tyre Express (U) Limited v Transtrac Limited & 2 Others (Miscellaneous Application 1823 of 2024) [2025] UGCommC 5 (13 January 2025)


# **IN THE HIGH COURT OF UGANDA SITTING AT KAMPALA COMMERCIAL DIVISION**

Reportable Miscellaneous Application No. 1823 of 2024 (Arising from Civil Suit No. 0953 of 2018)

In the matter between

**TYRE EXPRESS (U) LIMITED APPLICANT**

**And**

# **1. TRANSTRAC LIMITED**

# **2. GEOFFREY BIHAMAISO BAITWA**

# **3. OSCAR ROLANDS BUSINGE BAITWA RESPONDENTS**

**Heard: 11th November, 2024. Delivered: 13th January, 2025.**

*Companies - Section 20 of The Companies Act - lifting the corporate veil - The Courts cannot pierce the corporate veil merely because it is thought to be in the interests of justice; there ought to be a hidden untoward intent - post-judgment, veil-piercing is an "equitable remedy" exercised when a judgment against a corporate debtor remains unsatisfied, whereupon the relative involvement of one or more shareholders or directors in the underlying contract breach or tort is assessed in order to determine whether the third party participated through direct involvement in the wrongful conduct of the corporation, including specific authorisation, direction, active participation, or cooperation in the wrongful conduct - alter ego applies when there is such unity between corporation and individual that the separateness of the corporation has ceased - the directors of a company can be held personally liable for the company's debts if they engage in wrongful trading. Fraudulent trading takes place when a company conducts its business with the intent of purposefully deceiving and defrauding its creditors. Wrongful trading occurs when a company continues to trade as usual, even when its directors are aware (or should have been aware) that the company is insolvent and has no realistic prospect of avoiding formal insolvency - when a company continues to carry on its ordinary business after it has become unable to pay its debts as they fall due, past the* *point when the directors knew or should have known that there was no reasonable prospect of avoiding insolvency, the directors are guilty of wrongful trading.*

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## **RULING**

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## **STEPHEN MUBIRU, J.**

## The background;

[1] The 1st respondent acting through its directors, the 2nd and 3rd respondents, purchased tyres supplied to it on credit on divers days from 3rd January to 15th August, 2016 worth shs. 159,210,000/=. The 1st respondent made undertakings to pay the purchase price of the tyres, which it failed to do. On multiple occasions thereafter, the 2nd respondent sent emails to the applicant confirming that the company was aware of the debt and that it would settle the same, but still failed to honour that promise. The suit was heard on its merits and judgment, was on 22nd April, 2021 entered in favour of the applicant wherein, the 1st respondent was ordered to pay the applicant a sum of shs. 159,210,000/= with interest from the 6th December 2018.

## The Application;

[2] The application by Notice of motion is made under the provisions of section 20 of *The Companies Act*, section 34 (1) and 98 of *The Civil Procedure Act*, and Order 52 Rules 1 and 3 of *The Civil Procedure Rules*. The applicant seeks orders that; (i) the 1st respondent/judgment debtor's corporate veil be lifted for the applicant to execute, as against the 2nd and 3rd respondents who are directors of the 1st respondent, the decree entered against the 1st respondent in H. C. C. S No. 953 of 2018 - Tyre Express (U) Ltd v. Transtrac Limited; and (ii) the costs of the application be provided for. It is the applicant's case that efforts to execute the decree against the 1st respondent/Judgment debtor have since hit a dead end as the 2nd and 3rd respondents have concealed the assets of the 1st respondent that cannot be traced at all to satisfy the decretal sum. The 2nd and 3rd respondents continue to hide behind the 1st respondent in a bid not to meet their debt obligations having deliberately taken the applicant's products and refused to pay for them, which at the very least, is fraudulent conduct. The 1st respondent has since the judgment changed its location and disappeared with no known office in Uganda and no asset to make recourse to recover the Applicant's dues. The 1st respondent's address was at Plot 4 Mugalu Road, Nakawa Division. The office was stealthily relocated opposite Jinja Road Police Station, and the respondents have since allegedly moved to another address indicated as Kamwokya II Central Zone.

#### The respondents' affidavits in reply;

- [3] By his affidavit in reply, the respondent averred that all the dealings that the 1st respondent had with the applicant genuinely arose out of normal business conduct and none of them was fraudulently undertaken in any way. The 1st respondent has in recent years encountered serious financial challenges while doing business which has led to minimal operations since the year 2021 to date, all this stemming from various causes that include but are not limited to the fact that the movable assets it relied on to generate revenues were seized by the Uganda Revenue Authority and are subject of ongoing litigation under Civil Suit No. 1425 of 2023. None of the moveable assets of the 1st respondent have been concealed but rather were seized by the URA while executing its statutory obligations and the same have not been retrieved up to date. - [4] The 1st respondent is still minimally active as evidenced by copies of some of its recent returns to the URA. The relationship between the 1st respondent and the applicant has been done devoid of any illegalities or fraud orchestrated by any of its directors. The 1st respondent has never intentionally changed nor concealed its physical address as alleged and the same is still within Kamwokya ll, Central Zone in Kampala city. The applicant refers to a general area location address as stated in registrar of companies without reference to any specific physical address. That physical location of Kamwokya II, Central Zone in Kampala city is the current

address as registered at the registrar of companies and no notification of change of address has been furnished to that effect.

[5] By his affidavit in reply, the 2nd respondent averred that at the time of contracting the applicant to supply goods to the first respondent, the first respondent, did always maintained bank accounts for both Ugandan shillings and United States dollars at Stanbic bank Uganda limited. During the year 2016, the 1st respondent had a total of 235 employees. The 1st respondent as well filed with URA income tax return indicating it assets, liabilities, source of funds among others, in compliance with the law. Its business was audited by certified public accountants for the year ending 31st December, 2015 and 31st December, 2016 to ascertain the viability for the 1st respondent company. Therefore, at the time the applicant was contracted to supply goods, the 1st respondent was and is still a bona fide entity that engages in genuine business and not any fraudulent transactions.

#### The submissions of Counsel for the applicant;

[6] Counsel for the applicant submitted that a judgment was entered against the 1st respondent during the year 2021. The address was at Plot 4 Mugalu Road, Nakawa Division. The office was stealthily relocated opposite Jinja Road Police Station. They alleged to have moved to another address indicated as Kamwokya II Central Zone. A physical search showed they are not there. Annexure A1 and A2 are emails from the 1st and 2nd respondent who indicate they did not take any credit. They did not have assets at the time of the contract. This is in paragraph 2.10 in their own emails annexure A3 and A2 they confirm that they did not have money on the corporate account. They were expecting to get monies to settle their bills; Annexure A1 to A8. The witness statement of the 2nd respondent para 4 they allege to have paid on cash basis. The court found that the statement was a lie. This is evidence of dishonesty and fraud. Annexure B2 to the affidavit is support of the application which was before the suit was filed. They referred to their failure to raise money to settle the debt. They traded when they knew they were insolvent. Annexure C the statement of defence which they filed in the underlying suit they conform they received products from the applicant and paid in cash. This was found to be a lie. They took comfort in the corporate cloak. They have no known bank account. They have no known asset.

[7] The MOU between the 1st respondent and URA indicated that the beneficial owners of the corporate entity were earning income leading to corporate tax liability. They are trading unconventionally. The only return was filed in 2022 and it does not disclose the debt decreed. In *Absa Bank U Ltd v. Enjoy Uganda Ltd and other Misc. Application 1243 of 2023* wrongful trading was found to be sufficient ground for lifting the veil. Annexure "A" is for three ways not Transtrac which has never operated bank account of its own. Annexure "B" is the same. Annexure "E" is a financial statement that has never been presented anywhere. Page 2 indicates a date of 2018. The two sets of accounts were approved in 2018. The Income tax return confirms that the company was insolvent in 2016. The 1st respondent was insolvent at the time it was trading.

#### The submissions of Counsel for the respondents;

[8] Counsel for the respondents submitted that paragraph 2 of the 2nd respondent's supplementary affidavit indicates that at the time it entered into a contract with the applicant, it had a bank account in shillings and dollars at Stanbic Bank as per annexure A and B of the affidavit. The 1st respondent was carrying on business from 2015 even up to 2018 in its corporate status. Paragraph 3 is that in 2016 the 1st respondent paid tax PAYE to URA as per annexure C with 303 employees at the time. Shs 76,000,000/= was paid. The one for 2016 shows 235 employees at the time and the amount paid was shs. 54,000,000/= Paragraph 5 of the affidavit the 2nd respondent paid income tax in 2016 indicates the values of the assets and unpaid matured debts as at that time. Annexure E and F are the annual reports and financial statement of the 1st respondent. The annual reports for 2015 and 2016 are provided. The assets were seized by URA by the time of the judgment. There are funds on the account of the respondents at the time of the transaction.

#### The decision;

- [9] The Courts have the discretion to apply the power of lifting of veil in execution supplemental proceedings (see *Corporate Insurance Company Limited v. Savemax Insurance Brokers Ltd [2002] I EA 41; M/S Sai Sounds Private Limited v. M/S Kiran Contractors Private Limited, CR No. 3991 of 2013* and *Formosa Plastic Corporation Ltd. v. Ashok Chauhan and others, 2016 LawSuit (Del) 3205*). This may be done where it is the only option available for the creditor to realise the fruits of the judgment, so far as it is necessary in order to provide a remedy for the particular wrong which those controlling the company have done, where the protection of public interest is of paramount importance (see *W. E. Kiwalabye v. Uganda Commercial Bank and another (1994) IV KALR 8* and *Equity Bank Uganda Limited v. HD Resources Limited and two others, H. C. Misc. Application No. 1833 of 2022*). Non-observance of a judgment or decree or award is against public interest as it raises grave concerns on the efficacy of the legal system. However, the power to intervene and lift the veil must be exercised charily. - [10] Piercing of the corporate veil is an equitable remedy, and it is used, if at all, sparingly and only to avoid the injustice that would result if the corporate form was allowed to be used as a means to commit some other wrongful act. There ought to be a hidden untoward intent. The Courts cannot pierce the corporate veil merely because it is thought to be in the interests of justice. The veil can be pierced only if there is some impropriety linked to the use of the company structure to avoid or conceal liability. Short of mere justice and equity, the contours of lifting the corporate veil therefore are unlimited, and it is dependent on the facts of specific situations. A judgment creditor has the right to present post judgment "alter ego evidence" to find a third-party director or shareholder liable for the debt of the judgment debtor.

- [11] Beyond just saving costs and a multiplicity of actions, section 34 of *The Civil Procedure Act* which guides on dealing with questions relating to the execution, discharge, or satisfaction of the decree practically avoids the requirement to file a new suit to impose liability on third parties in execution proceedings, is an enormous boon to judicial economy, as there is no need to have a completely new prejudgment process begun anew. Rather, all that is really necessary in applications of this nature is a narrowly tailored post-judgment fact-finding process focused on the relationship between a given third party and the judgment debtor. It renders unnecessary the filing of entirely new causes of action solely intended to decide the limited issue of whether a third party is an *alter ego* or fraudulent instrumentality of a judgment debtor. - [12] Piercing the corporate veil is not an independent cause of action. When a judgment exists against a corporate entity, an additional substantive "cause of action is not needed to impose liability against a shareholder or officer if a court finds the necessary facts to pierce the corporate veil. Section 34 of *The Civil Procedure Act* allows judgment creditors to "veil pierce" and avoid fraudulent transfers or transfer liability for the decretal sum to third parties by way of execution supplemental proceedings, subject to evidentiary showings and judicial discretion. Postjudgment, veil-piercing is an "equitable remedy" exercised when a judgment against a corporate debtor remains unsatisfied, whereupon the relative involvement of one or more shareholders or directors in the underlying contract breach or tort is assessed in order to determine whether the third party participated through direct involvement in the wrongful conduct of the corporation, including specific authorisation, direction, active participation, or cooperation in the wrongful conduct that is alleged in the application. - [13] Section 20 of *The Companies Act, 1 of 2012* empowers courts to pierce the "corporate shield" or lift the "corporate veil." This will only be done when there is evidence to show that the corporate structure was used purposely to avoid or conceal liability (see *Merchandise Transport Ltd v. British Transport Commission*

*[1962] 2 QB 173, at 206–207*; *Trustor v. Smallbone (No 2) [2001] WLR 1177*; *DHN Food Distributors Ltd v. Tower Hamlets London Borough Council [1976] 1 WLR 852* and *Antonio Gramsci Shipping Corp and others v. Stepanovs [2011] 1 Lloyd's Rep 647*). This may be done by showing that; (i) there was a fraudulent misuse of the company structure, and (ii) a wrongdoing was committed "dehors" the company.

- [14] The personal liability of shareholders and directors arises only when the corporate veil is pierced where the applicant pleads and proves that the company did not operate as legal entity separate and apart from the officers, directors and shareholders such that the company was actually the alter ego of the shareholders, officers and directors and not a separate legal entity; where the corporation is just a shell designed to shield liability, a mere instrumentality of the shareholders. - [15] Sometimes the principles of the corporate veil must yield to practical justice. This is because "…a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purposes may be called an agent, but who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation….." (see *Lennard's Carrying Co Ltd v. Asiatic Petroleum Co. Ltd, [1915] AC 705*). Therefore, where it is established that a company's director, officer or shareholder wields undue dominion and control over the corporation, such that the corporation is a device or sham used to disguise wrongs, obscure fraud, or conceal crime, the veil of incorporation will be pierced. - [16] Courts are willing to look behind the corporate veil as a matter of law so as to establish the directing officer behind the decisions and actions taken by the company. "Lifting the veil" is allowed only in certain exceptional circumstances. Ownership and control are not sufficient criteria to remove the corporate veil. The Court cannot remove the corporate veil only because it is in the interests of justice. The corporate veil can be removed only if there is impropriety. Even then,

impropriety itself is not enough. It should be associated with the use of the corporate structure to avoid or conceal liability (see *Merchandise Transport Ltd v. British Transport Commission [1962] 2 QB 173, at 206–207*; *Trustor v. Smallbone (No 2) [2001] WLR 1177*; *DHN Food Distributors Ltd v. Tower Hamlets London Borough Council [1976] 1 WLR 852* and *Antonio Gramsci Shipping Corp and others v. Stepanovs [2011] 1 Lloyd's Rep 647*). The court will then go behind the mere status of the company as a legal entity, and will consider the persons who as shareholders or even as agents, direct and control the activities of a company, which is incapable of doing anything without human assistance.

- [17] Courts have a strong presumption against piercing the corporate veil, and will only do so if there has been serious misconduct. As such courts acknowledge that their equitable authority to pierce the corporate veil is to be exercised "reluctantly" and "cautiously." Piercing is done by courts in order to remedy what appears to be fraudulent conduct. Corporate personality cannot be used as a cloak or mask for fraud. Where this is shown to be the case, the veil of the corporation may be lifted to ensure that justice is done and the court does not look helplessly in the face of such fraud (see *Salim Jamal and two others v. Uganda Oxygen Ltd and two others [1997] II KALR 38*). - [18] The courts have in the rare circumstances ignored the corporate form and looked at the business realities of the situation so as to prevent the deliberate evasion of contractual obligations, to prevent fraud or other criminal activities and in the interest of public policy and morality. In order to remove the corporate veil, it is necessary to prove the presence of control, and the presence of impropriety, that is, the use of the company as a "facade," "cloak" or "sham" to hide violation of law. This is proved by showing that; (i) there was a fraudulent misuse of the company structure, and (ii) a wrongdoing was committed "dehors" the company. The court will treat receipt by a company as receipt by the individual who controls it if both conditions above are satisfied. It enables a claimant to enforce a contract against

both the "puppet" company and the "puppeteer" who at all times was pulling the strings.

- [19] There are two suggested categories of cases in which it may be appropriate to pierce the corporate veil on account of fraud, including (i) cases in which the company was shown to be a facade or a sham; and (iii) cases where the company was involved in some impropriety associated with the use of the corporate structure to avoid or conceal liability (see *Mugenyi & Company Advocate v. The Attorney General [1999] 2 EA 199*; *Merchandise Transport Ltd v. British Transport Commission [1962] 2 QB 173, at 206–207*; *Trustor v. Smallbone (No 2) [2001] WLR 1177*; *DHN Food Distributors Ltd v. Tower Hamlets London Borough Council [1976] 1 WLR 852* and *Antonio Gramsci Shipping Corp and others v. Stepanovs [2011] 1 Lloyd's Rep 647* and *VTB Capital plc v. Nutritek International Corp [2013] 2 AC 337*). - [20] Directors can be held personally responsible for debts and/or liabilities of the business if they engage in fraudulent transactions such as: paying dividends to shareholders when the company is insolvent, continuing to trade while having no intention of repaying company debts, taking payments from customers while knowing that goods or services cannot be delivered in return, attempting to pay debts through fraudulent means, undervaluing company assets and selling them (to themselves or a third party) for less than their market value, making preferential payments to some creditors over others, engaging in fraudulent trading, such as providing misleading or inaccurate information on finance applications, having overdrawn directors' loan accounts, and knowingly permitting the company to act unlawfully, such as breaching employees' contracts, disregarding health and safety or environmental legislation, or misusing sensitive data. - [21] One of the tell-tale signs of using the corporate status for a fraudulent purpose is operating the business as if it doesn't exist separately. This may be proved with evidence showing that the directors pay for personal expenses out of the business,

pay business expenses personally, commingle personal affairs with the operations of the business, major decisions of the business are not memorialised with minutes approving the transactions, absence of memorialised meetings of directors and annual shareholder / member meetings, failure to maintain accurate and complete financial records as well as failure to file all required tax returns.

- [22] For example, in *Woodruff Construction, LLC v. Clark, No. 17-1422 (Iowa Ct. App. Aug. 15, 2018)*, The defendant was the sole owner and director of an Iowa corporation that had existed for nearly 20 years. His corporation, which was in the business of bio-solids management, agreed to provide lagoon sludge removal for the plaintiff, a construction company building a wastewater treatment facility. After beginning work on the project, the corporation abandoned the work. The plaintiff obtained a US \$ 410,067 judgment against the corporation for breach of contract, but was unable to collect on the judgment. The plaintiff then filed a new action seeking to pierce the veil of the corporation and recover personally from the defendant, its owner. The trial court ruled in favour of the defendant, and the plaintiff appealed. The Iowa Court of Appeals reversed, finding that corporate veil should be pierced. - [23] The evidence showed that the defendant, while keeping a separate bank account for the corporation, had commingled its funds with his personal finances. He had used the accounts for the corporation and his other businesses interchangeably, with no regard for which company should be providing money for which expenses. Similarly, the books for the businesses were inadequately tracked, distinguished, and recorded. Nor did the defendant follow required corporate formalities. No bylaws, corporate minutes book, or shareholder ledger were produced for the corporation. Nor was there documentation of shareholder meetings. The only formality that had been followed by the corporation since 2001 was the filing of the biennial report. That report was often filed after the deadline, and the corporation was administratively reinstated three times. The court stated that while the lack of

corporate formalities was not sufficient on its own to disregard the corporate entity, it added weight to the other supporting factors.

- [24] In contrast, the evidence before court in the instant application does not reveal a unity of interest and ownership; that one is inseparable from the other. The 2nd respondent's supplementary affidavit shows that the 1st respondent had a corporate bank account and several employees in respect of whom it paid tax over the years. There is no evidence to show that business and personal finances were not kept separate or that individual obligations are paid by the corporation or that corporate formalities were not followed, including holding shareholder meetings, filing required reports, and keeping corporate minute books. Alter ego applies when there is such unity between corporation and individual that the separateness of the corporation has ceased. A company is not bonded to stay in one location simply because it is indebted (see *Stephen Mahendeka Mganga v. Best Way Capital Management Limited, H. C. Misc. Application No. 2779 of 2024* (T). The 1st respondent's veil of incorporation therefore cannot be lifted on account of it being a mere shell, serving no legitimate business purpose and used primarily as an intermediary to perpetrate fraud or promote injustice. - [25] However, the directors of a company can be held personally liable for the company's debts if they engage in wrongful trading. Fraudulent trading takes place when a company conducts its business with the intent of purposefully deceiving and defrauding its creditors. Wrongful trading occurs when a company continues to trade as usual, even when its directors are aware (or should have been aware) that the company is insolvent and has no realistic prospect of avoiding formal insolvency (see *Absa Bank of Uganda Limited and two others v. Enjoy Uganda Limited and two others, H. C. Misc. Application No. 1243 of 2023*). Insolvency occurs when the company is unable to pay its bills as they fall due, or when the total of company liabilities exceeds the total value of assets held. In relation to assessing the risks facing the company and its financial position, the directors will

need to take into account not only the cash-flow, assets and liabilities of the company but also the general economic environment within which it operates.

- [26] The key distinction between wrongful and fraudulent trading lies in the intent (or absence of it), with fraudulent trading involving premeditated acts to defraud creditors, while wrongful trading involves trading while knowingly insolvent without proven dishonesty or malicious intent. While fraudulent trading is a disqualifying offence (see section 199 (1) (e) of *The Companies Act*), wrongful trading is a civil wrong. It is incumbent on a director to be aware of their company's financial position at all times, and putting forward a defence that he or she was unaware of the insolvent situation will carry little weight. Failing to realise that a company is in financial difficulties may be regarded as negligent or irresponsible on the part of a director. - [27] When a company continues to carry on its ordinary business after it has become unable to pay its debts as they fall due, past the point when the directors knew or should have known that there was no reasonable prospect of avoiding insolvency, the directors are guilty of wrongful trading. Wrongful trading is not an intention to defraud creditors, but is a failure on the directors' part to carry out their duties and cease trading, either as a result of poor judgment or because of a belief that they can ride out the difficulties. If the directors knew that the company was insolvent but carried on trading with no intention to pay their debts, such as staff salaries or suppliers' invoices, they may be guilty of wrongful trading. - [28] If a director becomes concerned about the financial position of the company, there are a number of practical steps that he or she can take that will help to demonstrate that he or she has taken reasonable steps with a view to minimising the potential loss to the creditors of the company so that the court will not make an order that the director be liable for wrongful trading. Amongst other matters, each director should ensure that the company avoids so far as possible incurring fresh liabilities which it may be unable to meet. For as long as its financial position is at risk, the

directors of a company should ensure that their decisions represent reasonable steps to minimise potential losses to creditors of the company. The extent and nature of those steps depend upon the exact circumstances in which the company finds itself.

- [29] In the instant application, the supplies were made from 3rd January to 15th August, 2016. In the respondents' affidavit in reply, it is stated that the 1st respondent had in "recent years" encountered serious financial challenges while doing business which has led to its minimal operations since the year 2021. This includes attachment of its stock and equipment in distress for rent that occurred on 31st December, 2020 which was followed by a URA distress issued on 22nd March, 2021 under section 32 of *The Tax Procedures Code Act, 2014*, for the recovery of shs. 2,779,635,588/= being income tax and PAYE comprised of principal liability and interest. The financial statements attached to the 2nd respondent's supplementary affidavit in reply, regarding the financial years ending 31st December, 2015 and 31st December, 2016 show that its liabilities at the time far exceeded its assets. The implication is that at the time of trading with the applicant, the directors of the 1st respondent knew or had reason to believe that the company was insolvent and incapable of meeting its debts. Misleading a creditor to enter into a contract of supply on credit despite knowing that the company was insolvent and incapable of meeting its debts, constitutes wrongful trading. Trading while knowingly insolvent constitutes wrongful trading which is improper conduct justifying the lifting of the corporate veil. - [30] It may not always be the case that an insolvent company has to cease trading immediately. Indeed, a licensed insolvency practitioner may recommend that an insolvent company continues to trade if the problems appear to be short-term and there is a good reason to believe that the company can bounce back from its current problems, for instance where due to customers not paying their own debts on time has led to a company temporarily struggling until payment is made. That the 1st respondent has been unable to pay off the decretal sum since April, 2021

is indicative of its financial health. Wrongful trading occurs when a company director continues to trade after they knew, or ought to have known, that the business was insolvent and had little chance of returning to a financially solvent position. The 2nd and 3rd respondents were knowingly party to the contracting of a debt from the applicant by the 1st respondent and did not, at the time the debt was incurred, honestly believe on reasonable grounds that the 1st respondent would be able to pay the debt when it fell due for payment as well as all of its other debts.

[31] Once wrongful trading has been established, personal responsibility arises on the part of any person who was knowingly a party to the carrying on of the business, without any limitation of liability, for all or any of the debts or other liabilities of the company as the court directs. If a director of a company is found to have been responsible for wrongful trading, the court may order that the director is personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company arising after the time at which the director knew that there was no reasonable prospect that the company would pay the debt. Consequently, the 1st respondent's corporate veil is hereby lifted. It is hereby ordered that the 2nd and 3rd respondents jointly and severally, alongside the 1st respondent, pay to the applicant the whole of the decretal sum in H. C. C. S No. 953 of 2018. All their respective moveable and immovable property is liable to attachment and sale in execution thereof, save that which is exempted by law. Accordingly, the application is allowed with costs to the applicant.

Delivered electronically this 13th day of January, 2025 …Stephen Mubiru……..

Stephen Mubiru Judge, 13th January, 2025

## Appearances;

For the applicant : M/s MMAKS Advocates. For the respondents : M/s Kigenyi-Opira & Co. Advocates.