- Is commenced by Contracts Act (Commencement) Instrument, 2011
- Repeals Contract Act
Contracts Act, 2010
Act 7 of 2010
- Published in Uganda Gazette no. 32 on 28 May 2010
- Assented to on 22 April 2010
- Commenced on 15 September 2011 by Statutory Instrument of 2011
- [This is the version of this document from 28 May 2010.]
Part I – Preliminary
1. CommencementThis Act shall come into force on a date appointed by the Minister, by statutory instrument.
2. InterpretationIn this Act, unless the context otherwise requires—“acceptance” means an assent to an offer made by a person to whom the offer is made;“agreement” means a promise or a set of promises forming the consideration for each other;“coercion” means the commission or threatening to commit any act forbidden under any law or the unlawful detaining or threatening to detain any property, to the prejudice of any person with the intention of causing any person to enter into an agreement;“consent” means agreement of two or more persons obtained freely, upon the same thing in the same sense;“consideration” means a right, interest, profit or benefit accruing to one party or forbearance, detriment, loss or responsibility given, suffered or undertaken by the other party;“consideration for a promise” means where, at the desire of a promisor, a promisee or any other person does or abstains from doing or promises to do or to abstain from doing something;“contingent contract” means a contract to do something or not to do something where an event, collateral to a contract, does or does not happen;“contract” means an agreement enforceable by law as defined in section 10;“currency point” has the value assigned to it in the Schedule to this Act;“documents of title to goods” includes any bill of lading, dock warrant, warehouse keeper’s certificate, warrant or order for the delivery of goods and any other document used in the ordinary course of business as proof of possession or control of goods or which authorises or purports to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods represented by the document;“mercantile agent” means a person who in the ordinary course of his or her business, has authority either to sell goods, or to consign goods for the purposes of sale, or to buy goods or raise money on the security of goods;“Minister” means the Minister responsible for justice;“misrepresentation” means—(a)a positive assertion made in a manner which is not warranted by the information of the person who makes it or an assertion which is not true, though the person who makes it believes it to be true;(b)any breach of duty which without an intent to deceive, gains an advantage to the person who commits it or anyone who claims under that person by misleading another person to his or her prejudice or to the prejudice of any one claiming under that other person; or(c)causing, however innocently, a party to an agreement, to make a mistake as to the substance of the thing which is subject of the agreement;“offer” means the willingness to do or to abstain from doing anything signified by a person to another, with a view to obtaining the assent of that other person to the act or abstinence;“promise” means an offer that is accepted;“promisee” means the person who accepts an offer;“promisor” means the person who makes an offer;“reciprocal promises” mean promises that form the consideration or part of the consideration for each other;“void agreement” means an agreement that is not enforceable by law;“voidable contract” means an agreement which is enforceable by law at the option of a party to a contract but not at the option of the other party and a contract which ceases to be enforceable by law and which becomes void when it ceases to be enforceable.
Part II – Communication, acceptance and revocation of an offer
3. Communication of offer, acceptance or revocation
4. Completion of communication
5. Revocation of offer or acceptance
6. Mode of revocation of offerAn offer is revoked by—
7. Acceptance to be absolute
8. Acceptance by performing conditions or receiving considerationThe performance of the conditions of an offer or the acceptance of any consideration for a reciprocal promise which may be offered with an offer, is an acceptance of the offer.
9. Express or implied promise
Part III – Contracts, void and voidable agreements
10. Agreement that amounts to a contract
11. Capacity to contract
12. Sound mind for purposes of contracting
13. Free consent of parties to a contractConsent of parties to a contract is taken to be free where it is not caused by—
14. Undue influence
Void and voidable agreements
16. Voidability of agreements without consent
17. Mistake of fact
18. Mistake of lawWhere a contract is entered into by a mistake in respect of any law in force in Uganda, the contract is void.
19. Lawful consideration or objects
20. Effect of lack of or failure of consideration
21. Agreement in restraint of profession, trade, etc.
22. Agreement in restraint of legal proceedings
23. Agreement void for uncertaintyAn agreement, the meaning of which is not certain or capable of being made certain, is void.
24. Agreement by way of wager
25. Agreement to do impossible act
26. Reciprocal promise to do legal and illegal actsWhere a person makes a reciprocal promise, firstly to do a certain thing which is legal, and, secondly, under specified circumstances, to do a certain thing which is illegal, the promise to do the legal thing shall be a contract but the promise to do an illegal thing shall be a void agreement.
27. Alternative promise, one part being illegalWhere an alternative promise, one part of which is legal and the other part illegal, is made, only the legal part may be enforced.
Part IV – Contingent contracts
28. Contract contingent on event happeningA contract to do something or not to do a particular thing where an uncertain future event on which the contract is contingent, happens, shall not be enforced except where and until that event happens, and where the event becomes impossible, the contract shall become void.
29. Contract contingent on event not happeningA contract to do something or not to do a particular thing where an uncertain future event on which the contract is contingent does not happen, may be enforced after the happening of that event becomes impossible, but not before.
30. Contract contingent on conduct of a personWhere a future event on which a contract is contingent is the way in which a person is to act at an unspecified time, the event shall be considered to have become unattainable where that person does anything which renders it impossible for him or her to act within a definite time or under further contingencies.
31. Contract contingent on happening of specified event within a specified time
32. Agreement contingent on an impossible eventAn agreement to do something or not to do a particular thing, which is contingent on the happening of an impossible event, is void, whether the impossibility of the event is known to the parties to the agreement or not, at the time the agreement is made.
Part V – Performance of contracts
Contracts which have to be performed
33. Obligation of parties
34. Refusal to accept offer of performance
35. Refusal of party to perform promiseWhere a party to a contract refuses or disables himself or herself from performing a promise in its entirety, the promisee may put an end to the contract unless he or she signifies by words or conduct, to its continuance.
36. Person to perform promiseWhere it appears from the nature of a case that it was the intention of the parties to a contract that a promise contained in it is to be performed by the promisor—
37. Effect of accepting performance from third personWhen a promisee accepts performance from a third person, the promisee shall not afterwards enforce performance against a promisor.
Joint liability and rights
38. Joint liability
39. Obligation and liability of joint promisors
40. Release of a joint promisorWhere two or more persons make a joint promise, a release of one of the joint promisors by the promisee shall not—
41. Joint rights
Time and place for performance
42. Time for performance
Performance of reciprocal promises
43. Reciprocal obligation to performWhere a contract consists of reciprocal promises to be performed simultaneously, a promisor need not perform his or her promise unless the promisee is ready and willing to perform his or her reciprocal promise.
44. Order of performance of reciprocal promisesWhere the order in which reciprocal promises are to be performed is expressly fixed by the contract, the promises shall be performed in that order, and where the order is not expressly fixed by the contract, the promises shall be performed in the order in which the nature of the transaction requires.
45. Liability of party preventing event on which contract is to take effect
46. Default in the performance of reciprocal promisesWhere a contract consists of reciprocal promises and one of them cannot be performed, or where the performance of a promise cannot be claimed until the other promise is performed and the promisor of the other promise fails to perform it, the promisor shall not claim the performance of the reciprocal promise and shall pay compensation to the other party to the contract for any loss which the other party may sustain by the non-performance of the contract.
47. Failure to perform within a fixed time
Appropriation of payments
48. Application of payment where debt to be discharged is indicatedWhere a debtor, who owes several distinct debts to one person makes a payment to that person, with express indication or under circumstances that imply that the payment is to be applied to the discharge of a particular debt, the payment, if accepted, shall be applied accordingly.
49. Application of payment where debt to be discharged is not indicatedWhere a debtor omits to indicate the debt to which a payment is to be applied and there are no circumstances to indicate the debt to which the payment is to be applied, the creditor may apply the payment, at his or her discretion, to any lawful debt actually due to him or her and payable by the debtor, whether its recovery is barred by the Limitation Act, or not.
50. Application of payment where no party appropriates
Contracts which need not be performed
51. Effect of novation, rescission and alteration of contractWhere the parties to a contract agree to substitute for the original contract a new contract or to rescind or alter the original contract, the original contract need not be performed.
52. Promisee may dispense with or remit performance of promiseA promisee may—
53. Consequence of rescission of voidable contract
54. Obligation of person who receives advantage under a void agreement or a contract that becomes void
55. Communicating of a rescission or revocation by one party to the other of a voidable contractThe rescission of a voidable contract may be communicated in the manner that applies to the communication of a revocation of an offer and subject to this Act.
56. Neglect or refusal of promisee to afford reasonable facilities for performanceWhere a promisee neglects or refuses to afford a promisor reasonable facilities for the performance of his or her promise, the promisor shall be exempted by the neglect or refusal of the promisee to perform the promise.
Part VI – Relations similar to those created by contract
57. Claim for necessaries supplied to person incapable of contractingWhere a person incapable of entering into a contract or anyone whom that person is legally bound to support, is supplied by another person with necessaries suited to the condition in life of that person or of anyone that that person is legally bound to support, the person who furnishes the supplies is entitled to reimbursement from the property of the person who is incapable of entering into a contract.
58. Obligation of person enjoying benefit of non-gratuitous act
59. Responsibility of finder of goodsA person who finds goods that belong to another and takes them into his or her custody shall be subject to the same responsibilities as a bailee, as provided in Part IX.
60. Liability of person to whom money is paid or thing is delivered by mistakeA person to whom money is paid by mistake or to whom anything is delivered by mistake shall repay or return the money or thing delivered.
Part VII – Consequences of breach of contract
61. Compensation for loss or damage caused by breach of contract
62. Compensation for breach of contract where penalty is stipulated
63. Party rightfully rescinding contract, entitled to compensationA party who rightfully rescinds a contract is entitled to compensation for any damage which that person sustains through the non fulfilment of the contract.
64. Right to specific performance
65. Right of third party to enforce contractual term
66. Discharge by frustration
67. Variation of contractsWhere any right, duty, or liability would rise under agreement or contract, it may be varied by the express agreement or by the course of dealing between the parties or by usage or custom if the usage or custom would bind both parties to the contract.
Part VIII – Indemnity and guarantee
68. Interpretation for Part VIIIIn this Part, unless the context otherwise requires—“creditor” means a person to whom a guarantee is given;“continuing guarantee” means a guarantee which extends to a series of transactions;“contract of guarantee” means a contract to perform a promise or to discharge the liability of a third party in case of default of that third party, which may be oral or written;“contract of indemnity” means a contract by which one party promises to save the other party from loss caused to that other party by the conduct of the person making the promise or by the conduct of any other person;“guarantor” means a person who gives a guarantee;“indemnity” means an undertaking by which a person agrees to reimburse another upon the occurrence of an anticipated loss;“principal debtor” means a person in respect of whose default a guarantee is given.
69. Right of indemnity holder when suedA promisee in a contract of indemnity, acting within the scope of his or her authority is entitled to recover from a promisor—
70. Consideration for guaranteeAnything done or any promise made, for the benefit of a principal debtor, may be sufficient consideration to a guarantor to give a guarantee.
71. Liability of guarantor
72. Revocation of continuing guarantee
73. Liability of two persons who are primarily liable, not affected by arrangement where one is to be guarantor on default of the otherWhere two persons contract with another person to undertake a certain liability and also contract with each other that each of them shall be liable on the default of the other to that other person, the liability of the two persons to that other person under the first contract shall not be affected by the existence of the second contract, even where that other person is not aware of the existence of the second contract.
74. Discharge of guarantor by variance in terms of contractAny variance made in the terms of a contract between a principal debtor and a creditor without the consent of a guarantor discharges the guarantor from any transaction which is subsequent to the variance.
75. Discharge of guarantor by release or discharge of principal debtorA guarantor is discharged by any contract between a creditor and a principal debtor, where the principal debtor is released or where an act or omission of the creditor, discharges the principal debtor.
76. Discharge of guarantor when creditor compromises with, gives time to or agrees not to sue, principal debtorA contract between a creditor and a principal debtor where the creditor makes a compromise with the principal debtor or promises to give time to or not to sue the principal debtor, discharges the guarantor unless the guarantor assents to the contract.
77. Guarantor not discharged where agreement is made with third person to give time to principal debtorWhere a contract to give time to a principal debtor is made by a creditor with a third person and not with the principal debtor, the guarantor is not discharged.
78. Forbearance of creditor to sue does not discharge guarantorMere forbearance on the part of a creditor to sue a principal debtor or to enforce any other remedy against the principal debtor, does not, in the absence of any provision in the guarantee to the contrary, discharge the guarantor.
79. Release of one co-guarantor does not discharge the otherWhere there are co-guarantors, a release by a creditor of one of the guarantors does not discharge the other guarantor and does not free the guarantor who is released from his or her responsibility to the other guarantor.
80. Discharge of guarantor by an act or omission by creditorA guarantor is discharged where the eventual remedy of the guarantor against a principal debtor is impaired, because a creditor—
81. Rights of guarantor on payment or performanceWhere a guaranteed debt becomes due or where default of a principal debtor to perform a guaranteed duty takes place, the guarantor is upon payment or performance of all that the guarantor is liable for, invested with all the rights which the creditor had against the principal debtor.
82. Right of guarantor to benefit from securities of creditor
83. Guarantee obtained by misrepresentationA guarantee which is obtained by a misrepresentation made by a creditor or with the knowledge and assent of a creditor, concerning a material part of the transaction, is void.
84. Guarantee on contract that creditor shall not act until co-guarantor joinsWhere a person gives a guarantee upon a contract that a creditor shall not act upon the contract until another person joins as co-guarantor, the guarantee is not valid where that other person does not join.
85. Implied promise to indemnify guarantor
86. Co-guarantor liable to contribute equallyIn the absence of any contract to the contrary, co-guarantors for the same debt or duty, jointly or severally, under the same or different contracts and with or without the knowledge of the existence of each other, are liable, between themselves, to pay an equal share of the whole debt or of that part of the debt which remains unpaid by a principal debtor.
87. Liability of co-guarantors bound in different sumsCo-guarantors who are bound in different sums are liable to pay equally as far as the limits of their respective obligations permit.
Part IX – Bailment
88. Interpretation for Part IXIn this Part, unless the context otherwise requires—“bailee” means a person to whom goods are delivered;“bailment” means the delivery of goods by one person to another for some purpose, upon a contract that the goods shall when the purpose is accomplished, be returned or disposed of according to the direction of the person who delivered them;“bailor” means a person who delivers the goods;“pledge” means the bailment of goods as security for payment of a debt or performance of a promise;“pledgee” means a person with whom a pledge is deposited;“pledgor” means a person who gives a pledge to another.
89. Bailment by person in possession of goodsWhere a person in possession of goods under another contract holds the goods as bailee, that person becomes a bailee under the existing contract and the owner becomes the bailor of goods although the goods may not have been delivered by way of bailment.
90. Delivery to baileeThe delivery of goods to a bailee may be made by doing anything which has the effect of putting the goods in the possession of the intended bailee or of any person authorised to hold the goods on behalf of the bailee.
91. Duty to disclose fault in bailed goods
92. Duty of care by a baileeA bailee shall take as much care of the goods bailed to him or her as a person of ordinary prudence would under similar circumstances take of his or her own goods of the same bulk, quantity and value, as the bailed goods.
93. Liability of bailee for lossIn the absence of any special contract, a bailee is not responsible for the loss, destruction or deterioration of the bailed goods, where the bailee takes the amount of care required under section 92.
94. Termination of bailment due to act of baileeA contract of bailment is voidable at the option of the bailor, where the bailee does any act with regard to the bailed goods, which is inconsistent with the conditions of the bailment.
95. Unauthorised use of bailed goodsWhere a bailee makes use of the bailed goods contrary to the conditions of the bailment, the bailee is liable to compensate the bailor for any damage to the goods arising from or during that use.
96. Mixture of goods of bailee and bailor
97. Repayment by bailor of necessary expensesWhere under the conditions of a bailment, the goods are to be kept or carried or where work is to be done upon the goods by a bailee for a bailor and the bailee is to receive no remuneration, the bailor shall repay to the bailee the necessary expenses incurred by him or her for the purpose of the bailment.
98. Return of bailed goodsA bailee shall return or deliver without demand from a bailor, according to the directions of the bailor, the bailed goods, as soon as the time or the purpose for which the goods were bailed expires.
99. Failure to return goodsWhere by the fault of a bailee, the goods are not returned, delivered or tendered at the proper time, the bailee is responsible to the bailor for any loss, destruction or deterioration of the goods, from that time.
100. Termination of gratuitous bailmentA gratuitous bailment terminates in any of the following circumstances—
101. Bailor entitled to increase or profit from bailed goodsIn the absence of any contract to the contrary, a bailee shall deliver to a bailor or according to the directions of a bailor, any increase or profit which may have accrued from the bailed goods.
102. Responsibility of bailor to baileeA bailor is responsible to a bailee for any loss which the bailee may sustain, where the bailor was not entitled to make the bailment or to receive back the goods or to give directions, in respect of the goods.
103. Bailment by several joint ownersIn the absence of an agreement to the contrary, where several joint owners of goods bail the goods, a bailee may deliver the goods back to one joint owner or according to the directions of that joint owner, without the consent of the other owners.
104. Bailee not responsible on redelivery to bailor without titleWhere a bailor has no title to the goods and a bailee, in good faith, delivers the goods back to the bailor or according to the directions of the bailor, the bailee is not responsible to the owner, for the delivery.
105. Right of third person claiming bailed goodsWhere a person, other than a bailor, claims bailed goods, that person may apply to the court to stop delivery of the goods to the bailor and to decide the title to the goods.
106. Right of a finder of goods
107. Right of finder to sellWhere goods which are commonly the subject of sale are found but the owner cannot with reasonable diligence be found or where the owner refuses upon demand, to pay the lawful charges of the finder of the goods, the finder may sell the goods, where—
108. Lien of baileeWhere a bailee, in accordance with the purpose of the bailment, renders any service involving the exercise of labour or skill in respect of the bailed goods, the bailee may, in the absence of a contract to the contrary, retain the goods until he or she receives the remuneration due, for the services rendered in respect of the goods.
109. General lien of bankers, brokers, warehouse keepers, advocates and insurance brokers
110. Rights of pledgeeA pledgee may retain any goods that are pledged for the payment of—
111. Pledgee not to retain goods for debt or promise
112. Right of pledgee to extraordinary expenses incurredA pledgee is not entitled to receive from a pledgor extraordinary expenses incurred by the pledgee for the preservation of any pledged goods.
113. Right of pledgee where pledgor defaults
114. Right of pledgor to redeem on default
115. Pledge by mercantile agent
116. Pledge where pledgor has limited interestWhere a person pledges goods in which he or she has a limited interest, the pledge is valid to the extent of that interest.
117. Suit by bailor or bailee against wrongdoer
Part X – Agency
118. Interpretation for Part XIn this Part, unless the context otherwise requires—“agent” means a person employed by a principal to do any act for that principal or to represent the principal in dealing with a third person;“principal” means a person who employs an agent to do any act for him or her or to represent him or her in dealing with a third person;“sub-agent” means a person employed by and acting under the control of an agent in the business of the agency.
119. Capacity to employ agentA person may employ an agent, where that person—
120. Capacity to act as agentA person may act as an agent where that person—
121. Consideration not necessaryConsideration is not necessary to create an agency.
122. Authority of agent may be express or implied
123. Extent of authority of agent
124. Authority of agent in an emergencyIn an emergency, an agent has authority to do any act for the purpose of protecting a principal from loss, as would be done by a person of ordinary prudence, under similar circumstances.
125. Power to delegate
126. Representation of principal by sub-agent
127. Sub-agent appointed without authorityWhere an agent without authority to do so, appoints a person to act as a sub-agent and stands towards that person in a relation of a principal to an agent and is responsible for the actions of that person to both the principal and a third person, the principal is not represented by or responsible for the acts of the person employed as sub-agent and that person is not responsible to the principal.
128. Relation between principal and person appointed by agentWhere an agent, holding an express or implied authority to name another person to act for the principal in the business of the agency, names a person to act for the principal, that person is not a sub-agent of the principal but an agent, for the part of the business of the agency that is entrusted to him or her.
129. Duty of agent in naming another agentIn selecting another agent for a principal, an agent shall exercise the same amount of discretion as a person of ordinary prudence would exercise in a similar case; and where the agent does so, he or she is not responsible to the principal for the acts or negligence of the agent who is selected.
130. Ratification of acts done by person who is not an agent
131. Ratification may be express or impliedRatification may be express or implied by the conduct of the person on whose behalf an act is done.
132. Knowledge requisite for valid ratificationA valid ratification of an act may only be made by a person whose knowledge of the facts of the case is not defective.
133. Effect of ratifying unauthorised actWhere a person ratifies an unauthorized act done on behalf of that person, the whole of the transaction of which the act forms a part is accordingly ratified.
134. Ratification of unauthorised act does not injure third personAn act done by one person on behalf of another without the authority of that other person, which if done with authority would have the effect of subjecting a third person to damages or of terminating any right to interest of a third person, shall not by ratification, be made to have such effect.
135. Termination of agencyAn agency is terminated where—
136. Termination of agency where agent has interest in subject matterWhere the agent has an interest in the property which forms the subject matter of an agency, the agency shall not, in the absence of an express contract, be terminated to the prejudice of that interest.
137. Revocation of authority of agent by principalSubject to section 136, a principal may revoke the authority given to an agent at any time before the authority is exercised to bind the principal.
138. Revocation where authority is partly exercisedA principal shall not revoke the authority given to an agent after the authority is partly exercised, with respect to acts and obligations that arise from acts already done under the agency.
139. Compensation for revocation by principal or renunciation by agentWhere an agency is revoked or renounced, without reasonable cause, contrary to an express or implied contract that the agency is to continue for a given period of time, the principal or the agent, as the case may be, shall compensate the other party, for the revocation or renunciation of the agency.
140. Notice of revocation or renunciationA party who revokes or renounces an agency shall give reasonable notice to the other party to the agency and make good any damage suffered.
141. Revocation and renunciation may be express or impliedRevocation or renunciation may be express or implied by the conduct of a principal or an agent, respectively.
142. Termination of authority of agentThe termination of the authority of an agent does not take effect before it becomes known to the agent or with regard to a third party, before it becomes known to the third party.
143. Termination of agency by death or insanity of principalAn agent shall take all reasonable steps to protect and preserve the interests entrusted to him or her, where—
144. Termination of authority of sub-agentSubject to section 147, the termination of the authority of an agent causes the termination of the authority of a sub-agent appointed by the agent.
145. Duty of an agent in conducting business of principal
146. Skill and diligence required from agent
147. Accounts of an agentAn agent shall render proper accounts to a principal on demand.
148. Duty of an agent to communicate with principalAn agent shall, in case of difficulty, use all reasonable diligence to communicate with a principal and to seek to obtain the instructions of the principal.
149. Right of principal to repudiate when agent deals without consent of principalWhere an agent deals on his or her own account in the business of the agency, without obtaining the consent of a principal and without acquainting the principal with all material circumstances which come to the knowledge of the agent on the subject, the principal may repudiate the transaction where the case shows that any material fact was dishonestly concealed from the principal by the agent or that the dealings of the agent is unfavourable to the principal.
150. Right of principal to benefit gained by agent dealing on own account in business of agencyWhere an agent deals in the business of the agency without the knowledge and consent of a principal, the principal may claim from the agent any benefit which may have accrued to the agent from the transaction.
151. Right of agent to retain sums received on account of principal
152. Duty of agent to pay sums received for principalAn agent shall pay to a principal, all sums received on the account of the principal, subject to deductions referred to under section 151(1).
153. Remuneration of agentIn the absence of any special contract, payment for the performance of any act is not to be made to an agent until the completion of that act.
154. Agent not entitled to remuneration for misconductAn agent who is guilty of misconduct in the business of the agency is not entitled to any remuneration in respect of that part of the business.
155. Lien of an agent on property of principalIn the absence of any contract to the contrary, an agent is entitled to retain the goods of a principal, whether movable or immovable, received by the agent, until the amount due to the agent for commission, disbursements and services in respect of the goods is paid or accounted for by the principal.
156. Indemnity of agent
157. Non liability of principal to agent in a criminal actWhere a principal employs an agent to do an act which is criminal, the principal is not liable, either upon an express or implied promise, to indemnify the agent against the consequences of that act.
158. Compensation to agent for injury caused by principalA principal shall compensate an agent for any injury that may be caused to the agent by the neglect or lack of skill of the principal.
159. Enforcement and consequences of contract of agentA contract entered into through an agent and obligations arising from acts done by the agent under the contract shall be enforced in the same manner and have the same legal consequences as if the contract was entered into or done by a principal.
160. Liability of principal where agent exceeds authority
161. Consequences of notice to agentAny notice given to or information obtained by an agent in the course of the business transacted by the agent for the principal, shall, as between the principal and a third party, have the same legal consequences as if it had been given or obtained by the principal.
162. Agent not to enforce or be bound by contracts on behalf of principalIn the absence of any contract to the contrary, an agent shall not enforce a contract entered into by him or her on behalf of a principal and shall not be bound by the contract, except where—
163. Right of parties to a contract made by agent not disclosed
164. Performance of contract with agent acting as principalWhere a person makes a contract with another, without knowledge or reasonable ground to believe, that the other is an agent, the principal, if he or she requires the performance of the contract, may only obtain the performance of the contract subject to the right and obligations subsisting between the agent and the other party of the contract.
165. Joint liability of agent and principal to a third partyWhere an agent is personally liable, a person dealing with the agent may hold the agent or principal or both of them liable.
166. Consequence of inducing agent or principal to act on belief that either will be held liableA person who enters into a contract with an agent and induces the agent to act upon the belief that only the principal shall be held liable or who induces the principal to act upon the belief that only the agent shall be held liable, shall not hold that agent or principal, as the case may be, liable afterwards.
167. Liability for fraudulently holding out as agentA person who fraudulently represents himself or herself as an authorised agent of another person and induces a third person to deal with him or her as the agent, is liable to compensate the third person in respect of any loss or damage incurred, where the alleged principal does not ratify the acts.
168. Person falsely contracting as agent not entitled to performanceA person who holds out as an agent shall not be entitled to require the performance of a contract, where that person was not acting as an agent but on his or her own account.
169. Liability of principal inducing belief that unauthorised acts of agent were authorisedWhere an agent, without authority, does an act or incurs an obligation to a third person on behalf of a principal, the principal is bound by the act or obligation, where the principal by word or conduct induced the third person to believe that the act or obligation is within the scope of the authority of the agent.
170. Misrepresentation or fraud by agent
171. Minister’s power to amend ScheduleThe Minister may, by statutory instrument, with the approval of the Cabinet amend the Schedule to this Act.
172. RepealThe Contract Act is repealed.
History of this document
15 September 2011
28 May 2010 this version
Published in Uganda Gazette number 32
22 April 2010
Cited documents 0
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- Equator Touring Services v Kampala City Council (HCCS 763 of 2007)  UGCommC 45 (2 May 2014)
- Firemasters Ltd v British American Tobacco (U) Ltd (HCCS 431 of 2012)  UGCommC 141 (15 September 2014)
- Full Line Distributors Ltd v Crown Beverages Ltd (Civil Suit No. 141 of 2012)  UGCommC 222 (20 December 2016)
- Galiwango t/a Habriz Auto Supplies v Royal Transit Ltd and Anor (Civil Suit No. 511 of 2018)  UGCommC 11 (24 January 2022)
- Goldstar Insurance Company Ltd v Attorney General & 2 Ors (Civil Suit No. 132 of 2010)  UGCommC 116 (22 August 2014)
- IN RE Trevor Mugumu (Child) (Family Cause No. 68 of 2019)  UGHCFD 2 (17 March 2020)
- Kamanzi v National Drug Authority and Another (Miscellaneous Application No. 138 of 2021)  UGHCCD 26 (10 March 2022)
- Kampala Stocks Supermarket Co. Ltd v Seven Days International Ltd. (Civil Suit No. 112 of 2015)  UGCommC 96 (31 July 2015)
- Karangwa v Kulanju (Civil Appeal No. 3 of 2016)  UGCommC 91 (24 August 2017)
- Kiconco Prudence v Tumuramye Bernard and Anor (Land Civil Suit No. 34 of 2015)  UGHCLD 258 (25 June 2015)
- KLM Royal Dutch Airlines v Katwine International Shipping Ltd (High Court Civil Suit No. 471 of 2014)  UGCommC 149 (27 November 2015)
- Komakech & 7 Ors v Ayaa & Anor (Civil Appeal No. 28 of 2016)  UGHCCD 54 (11 October 2018)
- Korugyendo Wilberforce v Centenary Bank (U) Limited (Land Civil Suit No. 29 of 2017)  UGHCLD 85 (10 August 2020)
- Krone Uganda Limited v Kerilee Investments Limited (Civil Miscellaneous Application No. 306 of 2019)  UGCommC 16 (21 May 2021)
- Lamwaka v M/S Mukono Bookshop Printing and Publishing Co. Ltd (Civil Suit No. 326 of 2014)  UGHCCD 40 (25 February 2019)
- Liberty Construction Company Ltd v Dr. Daniel Onen Kaitaita (HCCS 1 of 2011)  UGCommC 18 (1 March 2016)
- Modern Art Communications Limited v Attorney General (Civil Suit No. 28 of 2014)  UGHCCD 193 (18 September 2020)
- Mogas (U) Ltd v Benzina (U) Ltd (Civil Suit No. 88 of 2013)  UGCommC 92 (5 September 2017)
- Mujuni v HAKS Investments Ltd and Anor (Civil Suit No. 446 of 2018)  UGCommC 61 (17 September 2021)
- Nagita & 2 Ors v Bukenya & 2 Ors (Civil Suit No. 389 of 2010)  UGCommC 145 (16 November 2012)
- Nakawa Market Vendors Association Ltd v Kampala Capital City Authority (High Court Civil Suit No. 135 of 2010)  UGCommC 154 (6 May 2015)
- Namanya & Anor v Mukalagi (Civil Suit No. 237 of 2012)  UGHCCD 6 (28 February 2020)
- Nsibambi v Kasule (Civil Suit No. 244 of 2014)  UGHCLD 59 (19 December 2016)
- Okullo Jallon v Attorney general (High Court Civil Suit No. 383 of 2012)  UGHCCD 85 (9 September 2015)
- Oryem v Omony (Civil Appeal No. 100 of 2018)  UGHC 159 (30 October 2020)
- Penta Consulting Ltd v Uganda Telecom Ltd (CAD/ARB/ 5 of 2017)  UGCADER 1 (22 February 2017)
- Power City Contractor Ltd v Ecobank Uganda Ltd (HCCS 307 of 2012)  UGCommC 78 (13 June 2014)
- Roko Construction Ltd v Babirye Construction Services (H.C.Miscellaneous Application No. 1244 of 2020)  UGCommC 82 (30 April 2021)
- Roko Construction Ltd v Kobusingye (Miscellaneous Cause No. 22 of 2021)  UGCommC 97 (17 January 2022)
- Sefo Tumwesigye v Vangirista Baganutengyera and Anor (Land Civil Suit No. 53 of 2015)  UGHCLD 61 (31 March 2021)
- Seroy Airport Hotel Ltd v Uganda Breweries Ltd (Civil Suit No. 90 of 2014)  UGCommC 64 (19 August 2016)
- Shell (U) Ltd & 9 Ors v Muwema & Mugerwa Advocates & Solicitors & Anor (Civil Appeal No. 2 of 2013)  UGSC 9 (3 July 2014)
- St. Balikuddembe Market Stalls, Space and Lock-Up Shop Owners Association Limited (SSLOA) v Kampala Capital City Authority (Civil Suit No. 353 of 2018)  UGHCCD 1 (5 February 2020)
- Stream Aviation FZC v Attorney General (Civil Suit No. 9 of 2010)  UGCommC 5 (12 January 2015)
- Swift Commercial Establishment Ltd v New Uganda Securiko Ltd (HCCS 340 of 2013)  UGCommC 104 (11 September 2015)
- Uganda Electricity Distribution Company Limited v Citi Bank Uganda Limited and 2 Others (Miscellaneous Application No. 1397 of 2022)  UGCommC 98 (22 December 2022)
- Uganda Government Gazette dated 2011-08-26 number 52
- Uganda Government Gazette dated 2022-02-25 number 8
- Yabo Microfinance Ltd v Kafuzi & 2 Ors (Civil Suit No. 228 of 2016)  UGCommC 66 (19 August 2016)
- ZTE Corporation v Uganda Telecom (HCCS 169 of 2013)  UGCommC 80 (8 May 2015)