Zinunula Coffee Company Limited v International Projects Limited and 2 Others (Civil Suit No. 1053 of 2001) [2021] UGHCLD 110 (24 August 2021)

Full Case Text

## THE REPUBLIC OF UGANDA

# IN THE HIGH COURT OF UGANDA AT KAMPALA

# LAND DIVISION

CIVIL SUIT NO. 1053 OF 2001

ZINUNULA COFFEE CO. LTD ..................................

$\mathsf{S}$

#### **VERSUS**

- 1. INTERNATIONAL PROJECTS LIMITED - 2. EDWARD KIYENJE - 3. JEFFREY KIYENJE

# Before: Lady Justice Alexandra Nkonge Rugadya

## RULING ON A PRELIMINARY OBJECTION

#### 20 Introduction:

The plaintiff filed the present suit vide: Civil Suit No. 1053 in 2001 and an amendment of the plaint in 2005. It went through a chequered history, details of which I need not delve into. Suffice to state here that the suit is part heard.

In the course of hearing, the defendants raised some preliminary objections which were as follows:

- $25$ - a) Whether the suit is maintainable in law; - b) Whether the transfer of land comprised in plot 3, Sezibwa Road FRV 353 folio 9 Kampala from the $1^{\rm st}$ defendant to the $3^{\rm rd}$ defendant was done fraudulently, and a conspiracy intended to defeat the judgment in HCCS 193 OF 1998;

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- c) If so, whether this a suitable case for court to lift the corporate veil of incorporation $\mathbf{r}$ of the $1$ st defendant; - **Remedies** $d$

#### Background:

By way of a brief background, the plaintiff in this case filed HCCS 193 of 1998, against M/S Beverages and Spices Ltd; International Projects Ltd and 4 others, claiming Ugx 181,677,000/=; general damages for breach of contract of guarantee, interest and costs of the suit, prayers which COUIT had granted in its judgment delivered on 1st February, 2001.

$10$

$\mathsf{S}$

On 18th December, 2001, the plaintiff filed the present suit seeking prayers against *International Projects* **Ltd** and Mr. Edward Kiyenje and Jeffrey Mukalazi Kiyenje for a declaration that transfer by the 1st defendant to the 3rd defendant of FRV 353 Folio 9 plot 3 Sezibwa Road (suit property) was fraudulent and ought to be nullified.

- In the summary of evidence, the plaintiff company contended that it had obtained judgment but that barely a week later the defendant company through its directors executed transfer of the property to one of its 15 directors, Jeffrey Kiyenje, who is also a son to Edward Kiyenje, the 2nd defendant, upon payment of a sum far below its market value. That the sole purpose of executing the transfer was to defeat justice and avoid execution against the defendant company, a contention which however the defendants denied. - It is not in dispute that *International Projects Ltd* (the $1^{st}$ defendant) and Edward Kiyenje ( $2^{nd}$ defendant) were some of the parties in that suit and that the 3rd defendant, Mr. Jeffrey Kiyenje, had not been party to 20 it.

The 1st defendant in this suit was the 4th defendant in the earlier suit, while Edward Kiyenje, the 2nd defendant was the 3rd defendant in the earlier suit. On 1st February, 2001, judgment had been entered against M/S Beverages and Spices Ltd, jointly and severally with M/S International projects Ltd, who

at the time was the registered proprietor of the suit land, which the 2nd defendant had sold to the 3rd $25$ defendant, in a transaction which later became the subject of this dispute.

It is also important to note at this stage that the suit against Edward Kiyenje had been dismissed, but secondly, that although the entire decretal sum was to be paid between M/S International Projects Ltd and M/S Beverages and Spices Ltd, the latter was not a party to this suit.

#### **Preliminary Objections:**

A preliminary objection consists of an error on the face of the pleadings which rise by clear implication out of the pleadings and which, if argued as a preliminary objection may dispose of the suit. (Mukisa Biscuits Manufacturing Co. Ltd vs West End Distributors Ltd 1969 EA 696).

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#### Representation:

The plaintiff company was represented by M/S Sebalu& Lule Advocates Co. The defendants on their part were represented jointly by M/S Mulira & Co. Advocates and Hertage Associated Advocates

# Arguments by the defendants:

It was the defendants' argument that the plaint discloses no cause of action against the defendants; that the matters in this suit were res judicata; and that the plaintiff company did not follow the correct procedure $\mathsf{S}$ required for execution proceedings.

Furthermore that the prayer sought to have the corporate veil lifted in the circumstances of this case could not therefore be applicable; and that no relief by way of damage can arise in such a case. the defendants claimed in their defence that the negotiations to purchase the suit property had begun in October, 2000, and that at the time the property was sold there was no execution pending and the sale was done therefore in the ordinary and normal course of business of the $1^{\rm st}$ defendant company.

No demand for payment was made by the $1^{st}$ defendant and no evidence was led to show that the $1^{st}$ and 2nd defendant had been unable to satisfy the judgment. A judgment did not automatically confer proprietary

rights /interest on the suit property. 15

That the present suit seeks to raise a new cause of action, new issues and special reliefs not ordered in HCCS No. 193 of 1998 and is not in execution of the judgment or proceedings from which it arises. The defence questioned therefore the plaintiff's locus to raise issues concerning the payment of Ugx 200,000,000/= made by Jeffrey Kiyenje to the 1st defendant company who in any case was never involved

in the management of the sold property. 20

It was the defendants' submission therefore that this suit was bad in law and ought to be struck off. That a separate suit cannot be brought relating to the execution, discharge or satisfaction of the decree in H. C. C. S 193 of 1998.

## Arguments by the plaintiff:

M/S Zinunula Coffee Co. Ltd, the plaintiff company responded by stating that the defendants executed a 25 transfer of the suit property on 7th February, 2001, less than a week after judgment had been secured against International Projects Ltd. The sole purpose had been to defeat justice and avoid execution of the decree passed in its favor,

The transfer of the suit property was at a token value of *Ugx 200,000,000/=*, for property in a prime area which was worth over *Ugx 800,000,000/=*, a transaction which according to the plaintiff company was 30 fraudulent and ought therefore to be declared by this court as null and void.

The said transfer was executed by Edward Kiyenje as the MD/Chairman of the 1st defendant company in concert with Jeffrey Kiyenje, the 3rd defendant, and a director/shareholder in the same company.

That by lifting the veil which order the plaintiff company wanted this court to issue, the fraudulent acts and conspiracy shall be proved, intended to show that the objective behind the transaction had been to

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defeat creditors' claims against International Projects Ltd, and to demonstrate that Edward Kiyenje was the architect of the frauds committed against the plaintiff company by the 1st defendant, *M/S International* Projects Ltd.

# In the submissions therefore, the plaintiff side rejected the argument made that this was a matter that could have been dealt with under execution proceedings.

As directed by court, written submissions were filed by each side and this, as early as January, 2019, but for some unclear reasons they were not brought to the attention of this court until 2021.

# Consideration of the issues:

The gist of the defendants' argument is that the matters raised in this suit were *res judicata*; that no cause of action had been disclosed against the Edward Kiyenje, the 2nd defendant; Jeffrey Kiyenje, the 3rd defendant had not been party to the earlier suit and was not therefore bound by the judgment.

According to them, the plaintiff company had no legal or equitable interest in the suit property. The only way it could have acquired that interest was if it had executed and obtained a warrant of attachment against that property, which was never done.

Furthermore, that in filing this suit the company did not follow the correct procedure for execution and recovery of the *Ugx 181, 677,000/=*, as a judgment debt obtained by it under *HCCS No. 193 of 1998*. A 15 separate suit cannot be brought relating to the execution, discharge or satisfaction of a decree. Accordingly, that the suit did not merit an order for lifting the corporate veil and therefore was bad in law.

The response by the plaintiff company however was that the transaction between the defendants was a plan by the director of the 1st defendant company who was the controlling mind. It was orchestrated to ensure that the decretal sum was not paid; that the execution was not commenced against the known assets of 20 that company. It was claimed further that no recovery can be made unless court scrutinizes and makes declarations on the conspiracy actions of the defendants to transfer the property to one of its own.

The above objections can be summarized in the following issues:

- 25 - 1. Whether the plaint discloses a cause of action against the defendants; - 2. Whether the suit was res judicata; - 3. Whether the suit was maintainable in law.

I will deal jointly with the first two.

As noted earlier the plaintiff company sued several defendants in the former suit HCCS No. 193 of 1998, including Edward Kiyenje, the 2nd defendant. The company was awarded a sum of *Ugx 181, 677,000/=*, which the 1st defendant company had to pay, jointly with another company, *M/S Beverages and Spices*

### Ltd.

In respect of Edward Kiyenje, the 2nd defendant herein, that court had this to say:

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The suit against the second and third defendants (Edward Kiyenje) is dismissed .... I do not think that the role each of them played in the suit transaction make them deserving of an order for their costs in this suit. (underlining mine)

The defendants' claim in submission was that the plaint did not disclose a reasonable cause of action against them and ought to be rejected under order 7 rule 11 (a) or alternatively, struck be out under order

#### 6 rule 30 (1))

A cause of action means every fact which is material to be proved, to enable the plaintiff to succeed or every fact which, if denied the plaintiff must prove in order to obtain judgment. Thus where the plaint shows that the plaintiff enjoyed a right; that the right was violated; and that the defendant is liable a cause of action is disclosed. (Tororo Cement Co. Ltd vs FROKINA International Ltd, SCCA No. 2 of 2001).

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The question whether a plaint discloses a cause of action must be determined upon perusal of the plaint together with anything attached so as to form part of it and upon the assumption that any express or implied allegations of fact in it are true. Jeraf Sharif vs Chotai Fancy [1960] EA 374 at page 375.

On the second point that the matter was res judicata, counsel for the defence in this case contended that the plaintiff company in this suit is seeking to execute the judgment in the HCCS No. 193 of 1998 but tactfully disguises the same as a claim of fraud, a contention which the plaintiff company however denied.

# Section 7 of the CPA provides:

No court shall try any suit or issue in which the matter directly and substantially in issue has been directly and substantially in issue in a former suit between the same parties or between the parties under whom they or any of them claim, litigating under the same title, in a court competent to try the subsequent suit or the suit in which issue has been subsequently raised, and has been heard and finally decided by that court.

The common law doctrine thus bars re-litigation of cases between the same parties over the same issues already determined by a competent court. The rationale is to prevent a multiplicity of suits, and bring finality to litigation: (General Industries U Ltd vs Non-Performing Assets Recovery Trust & 4 others).

A test to be applied by court to determine the question is: $\frac{1}{2}$

Is the plaintiff in the second suit or subsequent action trying to bring before the court in another way and in the form of a new cause of action which she or he has already put before a court of competent jurisdiction in earlier proceedings and which has been adjudicated upon?

If the answer is in the affirmative, the plea of res judicata applies not only to points upon which the first court 30 was actually required to adjudicate but to every point which belongs to the subject matter of litigation and which the parties or their privies exercising reasonable diligence might have brought forward at the same time. (emphasis added). (Refer: Magezi vs National Medical Stores & 2 others, H. C. C. S No. 636 of 2016).

Julang

The second test which can be applied, is based on the nature of reliefs sought in both suits. In the earlier suit, the plaintiff company claimed an amount of *Ugx 181,677,000/*= from the two defendant companies, jointly and severally as damages for breach of contract of guarantee; interest and costs of the suit.

In the suit at hand however, fraud is imputed and the prayer therefore is for the nullification of the transfer by the 1st defendant company of the suit property to Jeffrey Kiyenje, a transactions which occurred soon after the judgment in the earlier suit had been passed by this court.

These were two separate transactions, and therefor separate causes of action. It also a fact that as deduced from the entire judgment the role by each of the defendants in the failed transaction had been properly ascertained.

- All the questions of liability in the first transaction, amounts due and payable by the defendant companies 10 were matters that had been heard, considered, and conclusively addressed by the court and thus to introduce them for afresh hearing in this suit would be akin to asking this court to review its own earlier decision, which could not have been the intention of this suit. - The third test in my view is based on the parties and evidence that would be required to prove the issues raised in either case. In the earlier suit, some of the key parties like *M/S Beverages and Spices Ltd* had $15$ not been made parties in this suit for the obvious reason that they had not been involved in the subsequent sale and transfer of the suit property.

As alluded to under the first test, the plea of *res judicata* applies not only to points upon which the first court was actually required to adjudicate but to every point which belongs to the subject matter of litigation and which the parties or their privies exercising reasonable diligence might have brought forward at the

same time. (Refer: Magezi vs National Medical Stores & 2 others, (supra).

$\mathsf{S}$

With respect, the issues raised in this second suit could not have been brought forward or drawn to the attention of court at the time since the transfer for the suit property had not yet been effected; the suit property was not a subject of contention at the time; nor therefore had the ability (or otherwise) by the defendants to pay the sum as adjudged been part of the equation.

In short therefore, since the pleadings were different, so was the evidence availed in either suit. That evidence which had been adduced in the earlier suit could not be relied on to prove the allegations of conspiracy and fraud raised against the defendants in the present suit.

- Counsel for the defendants' other argument on the one hand was that the plaintiff company was seeking to execute the judgment in Civil Suit No. 193 of 1998 but tactfully disguised as a claim of fraud. Such an 30 argument would however water down the objection raised that the matter is res judicata. For by their very nature these would be separate interventions, one arising out of the other as a matter of course, covering separate subject matters and governed by different procedures. - Under those circumstances, separate causes of actions clearly exist as disclosed by the plaintiff's side. But secondly, within the context of section 7 of the CPA, one would not sustain the argument that the matters 35 raised in this suit had already been heard and concluded by the court in the earlier suit.

Outors **Issues 1 and 2** are therefore ruled in favour of the plaintiff company.

## Issue No. 3: Whether the suit was maintainable in law.

Learned counsel for the defendants argued that the suit was an attempt to execute the decree, tactfully disguised as a claim of fraud. In short therefore, he sought to challenge the procedure adopted when the

plaintiff company decided to file this suit. $5$

The law as it stands as per section 30 of the Civil Procedure Act, Cap.71, is that execution proceedings may be conducted by the court which passed the decree or by the court to which it is sent for execution.

By virtue of **section 38 of the Civil Procedure Act, Cap.71**, the proceedings may be conducted by delivery of any property specified in the decreed; by attachment and sale, or by sale without attachment of any property; by attachment of debts; by arrest and detention in prison of any person; by appointing a receiver or in such other manner as the nature of the relief granted may require.

Both counsel addressed court on the applicability of section 34 of CPA, Cap. 71:

- 1. All questions arising between the parties to the suit in which the decree was passed, or their representatives, and relating to the execution, discharge or satisfaction of the decree, shall be determined by the court executing the decree, and not by a separate suit. - 2. The court may, subject to any objection as to limitation or jurisdiction, treat a proceeding under this section as a suit or a suit as a proceeding, and may if necessary order payment of any additional court fees. - 3. Where a question arises as to whether any person is or is not the representative of $a$ party, that question shall, for the purposes of this section, be determined by the court. (emphasis mine). - To the plaintiff counsel, the above section refers to questions to be determined by the court executing the 25 decree. It was not a bar to bringing separate action in circumstances similar to the current suit.

Counsel made reference to the decision in Hannington Wasswa Semukutu Co. Ltd vs Maria Onyango Ochola & others, S. C. C. A No. 22 of 1993. Court in that case declared that detailed questions of fact leading to damages for fraud or neglect at an auction ordered by court ought to be dealt with in a suit.

That the practice which has proved satisfactory is to sue the court bailiff in a suit outside section 35 of 30 the CPA. With all due respect however, the facts in that case were dissimilar and the declarations made therefore could not apply to the position and facts as availed on record in the present case.

Counsel further cited Mulla: The Code of Civil Procedure 16th Edition. That if the question that arises between the parties does not relate to the execution, discharge or satisfaction of the decree, the section does not apply and a separate suit can lie.

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That a decree holder who has failed to realize his decree by execution against the judgment debtor's executor, may file a suit against the executor for the administration of the estate and for an account on the footing of misadministration.

This is his only remedy for the conduct of the executor and is not a matter for the court of execution. It remains to be determined however whether those principles and arguments were indeed applicable to this

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The argument advanced however that if the question that arises between the parties does not relate to the execution, discharge or satisfaction of the decree, the said section does not apply and a separate suit can

lie is however self-defeating.

On page 2, paragraph 2.2 of the submissions by plaintiff's counsel, it is stated that:

the plaintiff's case aims at showing that the plan and conspiracy was to defeat the recovery of $\mathsf{U}\mathsf{g}\mathsf{x}$ 181,677,000/= from the 1st defendant and to defeat any form of execution process as against the only known and available asset of the $1^{\rm st}$ defendant.

That only goes to show that the plaintiff's interest was mainly focused in the enforcement or execution of

the judgment as decreed. 15

Orders 21 and 22 of the CPR give detailed procedure of what happens next after court has delivered its judgment. A draft decree is extracted by the successful party; submitted for approval by other parties; signed and sealed by the registrar; and certified copies of the judgment and decree furnished to the parties, upon request made to court.

The same court may also make order for attachment of specific property under the stated rules. By virtue of **Order 22, rule 1,** the payment in satisfaction of a debt may be made to court, whose duty is to execute 20 the decree which then issues a notice of payment to the decree holder.

Execution may also be made directly to the decree holder; or otherwise as directed by court which made the order. It is also stated under **order 22**, **rule 7** that where a decree holder desires to execute the decree, he or she shall apply to the court which passed the decree or if sent to another court to which the decree

may have been sent. In some instances, the application may be made orally or in writing by the decree $25$ holder at the time of passing the decree, for immediate execution of the decree by the arrest of the judgment debtor. (Rule 8(1)).

The general rule however as spelt out under **rule 8 (2)**, is for the successful party to apply for execution by way of a written application, giving particulars including the mode in which the assistance of court is sought in order to have the order executed.

**Order 22 rule 10** of the **CPR** goes further to dictate that where attachment is required to be made for immovable property belonging to the judgment debtor, details of the debtor's share or interest in the property so far as the applicant is able to ascertain must be indicated at the foot of the application.

Oshoez

Rule 28 is also applicable where the need arises for the seizure for specific property. Under rule 43, a share in the capital of a corporation or movable property which may not be in possession of the debtor may be ordered for attachment, with a notice to be made prohibiting the debtor from transferring the interest/share or charging it in any way. (See also rule 44).

By operation of **section 38** therefore, and subject to such conditions and limitations as may be prescribed, the court may on application of the decree holder, order execution of the decree. Applications under these $\mathsf{S}$ rules are made generally by summons in chamber, and not by way of an ordinary suit.

Section 34 of the CPA as earlier cited, was exhaustively discussed in SINBA K Ltd and 4 others vs UBC IN CACA NO.3 of 2014. The Court of Appeal acknowledged in that case that the object of the above provisions was to facilitate execution proceedings, save unnecessary expense and delays and to afford relief to the parties finally and cheaply and speedily, without the necessity of a fresh suit. All matters connected with the execution of an existing decree and all questions relating to the execution, discharge or satisfaction of a decree are embraced therein.

The cited provisions are precise and make it absolutely clear that all areas concerning the satisfaction and discharge of the decree can be dealt with under execution proceedings. Section 34, specifically, is 15 construed as liberally as the language would reasonably admit, its significance being to make it easy for a party to secure the benefits of a judgment.

Regarding the lifting of the corporate veil which the plaintiff company seeks as a remedy, the circumstances when it can be lifted are found in a lot of authorities, both foreign and domestic, to the extent that the principle protecting the shareholders enunciated in Salmon & Salmon 1897 AL 22 HL, would be disregarded where court is satisfied that it would cause injustice. Court would in other words give the

corporate personality the back seat and direct its attention to those who control the company and benefit from it.

Such instances arise where court finds that the incorporation simply shields those who are using it for illegal or improper purposes. Thus as aptly described in Jones vs Lipman [1962] 1 WLR 832 at 833, a $25$ creature of the MD, a devise and sham, a mask which he held before his face in an attempt to avoid recognition by the eye of equity. (Paulinus Chukwu Ejiofor vs Charles Byamugisha and Anor MA NO.309 OF 2016).

From the reading of the pleadings in the instant case, there is no doubt that the company's interest was more in the recovery of the judgment debt owed by the 1st defendant, than in the specific property which is 30 the subject of the present suit.

In such circumstances similar to this case, the corporate mask may be perforated where the judgment creditor is able to prove to the satisfaction of court that the company has failed to meet its obligations under the decree; that in a bid to enforce the decree efforts were made by the judgment creditor to make discoveries of all the known assets registered under the names of the defendant company and from such

35 discoveries it was established that the company did not have any other properties for attachment; or that

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for some other reasons the judgment creditor's efforts to have the decree executed had been frustrated by the judgment debtors.

As it so happened, without any warrant of attachment, or caveat barring any transaction between the defendants regarding that property, there was nothing to show in this case that the plaintiff company took the trouble to first establish whatever other properties assets the defendant company owned, for court to come to the desired conclusion that indeed the suit property was the only known property belonging to the company.

Needless to add, fraud and conspiracy being serious matters would require all particulars to be included in the plaint, with a standard of proof higher than in any ordinary suit. The claim made in submissions that the suit property was the only known property belonging to the company remained therefore a mere submission from the bar.

The plaintiff needed to, but failed to satisfy court first, that the defendants had flouted the rules when it disposed of the property. Secondly, that the 1st defendant had failed to meet its obligations under the decree of court. Thirdly, that the property which had been sold off was the only property which the 1st defendant company owned; and lastly that it had specific legal or equitable interest in the suit property.

This meant therefore that the defendant company as the registered owner of the suit property could at any time dispose of the property in the ordinary course of business. That therefore also implied that the prayer to have the corporate veil lifted had been made rather prematurely.

I am also inclined to agree that there were procedural irregularities as detected. The matters raised could have well have been presented before an executing court and the plaintiff company could have obtained the 20 prayers sought in this application in the quickest, cheapest and most convenient way as stipulated in the cited provisions specifically intended for execution. This was an error in judgment by counsel, which however could not be used to deny the plaintiff company the benefits of a judgment secured two decades earlier.

It is the responsibility and a duty therefore of the party concerned, in case that party for some reason finds 25 compliance with the court order not possible, to appropriately move court issuing the order and bring to its attention the reasons for noncompliance. (Housing finance Bank ltd and Another vs Edward Musisi CA MA NO 158/2010).

Similar arguments on errors and omissions also apply where there has been failure to extract the decree for execution. As per the decision in Standard Chartered Bank (U) Ltd vs Grand Hotel (U) Ltd CACA No. 30 13 of 1999, extraction of a decree was viewed as a mere technicality which the old municipal law put in the way of intending appellants and which at times prevented them from having their cases heard on merit.

Administration of justice should normally require that technical or procedural errors or lapses should not necessarily debar a litigant from the pursuit of his rights. It is trite that such errors or lapses by counsel cannot be visited on a litigant especially as reflected in the peculiar circumstances of this case.

Varbourge

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On a case by case basis therefore, and within the spirit of article 126 (2)(e) of the Constitution, substantive justice must be administered without undue regard to technicalities.

In the present case, there is an existing order and it is now trite law that a court order is a court order and must be obeyed/implemented by those it targets. The principle of law is that the whole purpose of litigation as a process of judicial administration is lost if orders issued by court in the normal functioning of its business remain on paper and not complied with in full.

Failure by any party to meet its obligation as decreed or under an undischarged order of court not only amounts to disobedience, but also an illegality that this court ought not to condone. (Refer also: Makula International Ltd vs His Eminence Cardinal Nsubuga & Anor, Civil Appeal No. 4 of 1981).

The 1st defendant cannot therefore rely on a wrong procedure to deny the plaintiff company what it rightfully 10 obtained through a trial by a competent court, under a decision which was never challenged. Even where this court is to dismiss the suit, as I am inclined to, it would not bar the judgment creditor from filing execution proceedings to realize the decretal sum.

Section 98 of the CPA confers to this court unlimited inherent power to make such orders as may be necessary for the ends of justice. This court has powers to address, any questions arising between the 15 parties to the suit in which a decree was passed and relating to the execution, discharge or satisfaction of the decree; and even grant the appropriate reliefs, so that as far as possible the filing of multiple suits is avoided. (Refer also to: Francis Micah vs. Nuwa Walakira SCCA No. 24 of 1994, reported in 1995 KALR 360).

- In light of the above, only the third objection is upheld; and orders/declarations below made, to the extent 20 that: - 1. Mr. Jeffrey Kiyenje, the 3rd defendant who was not a party to the former suit was not bound by the decision of court in the former suit: HCCS No. 193 of 1998; accordingly no cause of action has been disclosed against him. - 25

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- 2. Zinunula Coffee Co. Ltd, the plaintiff company, had no legal or equitable interest in the suit property; - 3. There is no evidence that there was any specific rule flouted by the defendants to amount to conspiracy/fraud; - 4. A cause of action was disclosed against the International Projects Ltd, the $1^{st}$ defendant company having failed to satisfy its indebtedness under HCCS No. 193 of 1998, an illegality which this court cannot condone. - 35 - 5. An order therefore issues to direct the International Projects Ltd to pay the Zinunula Coffee Co. Ltd, an amount equivalent to 50% of the decretal sum to which the company is entitled under the earlier suit;

Anlouge

- 6. The said amount is to be paid within 60 days from the date of delivery of this ruling, with interest at 15% per annum from 2001, until payment is made in full. - 7. Failure by the International Projects Ltd to pay the amounts due and owing under the order of court vide HCCS No. 193 of 1998, within the period as directed, shall entitle Zinunula Coffee Co. Ltd to proceed against the directors of International Projects Ltd and attach their personal property; - 8. Civil Suit No. 1053 of 2001 is accordingly dismissed.

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Each party to meet its costs.

I so order. Alexandra Nkonge Rugarya

15 Judge

23rd August, 2021

Delbard by each Oldsieg $24/9/2021$