LAW DE

VELOPMENT CENTRE

WEEK TEN
LAND TRANSACTIONS

WORKSHOP 1
FIRM F4.

TASK A
1. WANYAMA EMMANUEL BRIGHT
2. ATUKWATSE PAMELA
3. NAMUBIRU SUZAN MARIA
4. OJOK ELLY
FEATURES OF LAND TITLES

Article 26(1) of the Constitution of Uganda1, gives every person a right to own property either
individually or in association with others. According to Section 59 of the Registration of Titles
Act2, a certificate of title is conclusive evidence of ownership of land by the person therein named
as the proprietor and proof of its entry in the register book. Section 38(1) of the Registration of
Titles Act3 provides that a Certificate of title shall be in one of the forms in the Third Schedule to
this Act and shall be in duplicate. The features of a land title are provided for under schedule 3 of
the Registration of Titles Act Cap. 230 to include three parts as follows;
PART I: Description of the property
This provides for the area of the land, the county and the district where the land is located, the plot
number, the block number and size of the land. It also provides for the land tenure system and
bears a signature, stamp or seal of the registrar of Titles.
PART II: Ownership.
This provides for the proprietors of the Land, the arrangement of the ownership and their details
including address, father’s name, and clan. It also has the date and time the registration was
effected plus the Instrument number and also bears the signature, stamp or seal of the registrar of
titles.
PART III: Incumbrances.

1 The 1995 Constitution of the Republic of Uganda, as amended

2 The Registration of titles Act, cap 230
3 The Registration of the Titles Act Cap 230
This provides for any conditions and covenants which the piece of land might be or is subject to.
It includes the date and time of registration of such incumbrance, the instrument number, the name
and address for service of the incumbrance, the particulars of the incumbrance and the registrar’s
signature.

A certificate of title is a document signifying ownership S. 37 of the Registration of Titles Act

Cap 230 provides for the Register Book. The registrar shall keep a book, to be called the "Register
Book" and shall register in a certificate of title, and shall enter in such manner as to preserve their
priorities the particulars of all dealings and matters affecting the land by this Act required to be
registered or entered.
Section 51 of the RTA defines Memorial.

Every memorial entered in the Register Book shall state the nature of the instrument to which it
relates, the time of the production of that instrument for registration and the name of the party to
whom it is given and shall refer by number or symbol to the instrument, and shall be signed by the
registrar

S. 59 of the RTA provides for a Certificate to be conclusive evidence of title that the person named
in the certificate as the proprietor of or having any estate or interest in or power to appoint or
dispose of the land described in the certificate is seized or possessed of that estate or interest or
has that power.

S. 64 of the RTA provides for Estate of registered proprietor paramount except for fraud

TITLE A

PART I: DESCRIPTION OF THE PROPERTY

The front page states the description of the land that the title is made for. That is Wakiso district,
Busiro County, Block 200 and Plot 1025.
The land situated at Mende falls under Mailo land tenure provided for in the Constitution of the
Republic of Uganda 1995.
The size of the land is 0.7860 hectares. All these are for purposes of properly situating the land in
that even if a person was to carry out due diligence, they would know where the land is and easily
locate it by searching at the land registry

It also bears the seal from the Office of Titles which is in line with Section 54, that states that the
registrar shall cause to be kept a seal bearing the impression of the armorial ensigns of Uganda and
having inscribed in the margin of the seal the words “Office of Titles, Uganda”; and all certificates

4 The registration of titles Act, cap 230

of title and other documents purporting to be sealed with such seal and to be signed by the registrar
or by a deputy or assistant registrar shall be admissible as evidence without further proof.

PART II: OWNERSHIP

Page 2 contains the date of registration and all the transactions that have occurred on this piece of
land. Section 46 of the Registration of Titles Act provides for the effective date of registration
of the land and the duly registered proprietor subject to Section 138(2)5, which states that every
certificate of title shall be deemed to be registered under the Act when the registrar has marked on
it the block and plot number of the land in respect of which that certificate of title is to be registered

According to the table of ownership under Part II labelled ownership, it clearly shows the previous
interactions with the title of the land, it shows the original owner of the land to be

Minaani Wamala and Ddino Ssebudde (As tenants in common in equal shares) got registered by
the Registrar of titles (Okello Puto) on the land on 1st June 2016 at 8:35AM under Instrument No.
Wak-00078954 and their father was Simoni Kamulali of Ngabi clan
Then Minaani Wamala and Ddino Ssebudde (As tenants in common in equal shares 6) transferred
their legal rights to Eva Okello and Simon Okumu (As joint tenants 7) on 14th November, 2016 at
11:30AM whose Instrument No. is Wak-00789665 and this transfer was registered by Okello Puto
as the registrar of Titles.
Then Minaani Wamala and Ddino Ssebudde (As tenants in common in equal shares) the same
land for a period of twenty (20) years which was to take effect from 17th January, 2020 to M/s
Simodex Logistics( Uganda Limited) whose certificate of incorporation Number is
60030000603312 of P.O.Box 2456 Wandegeya. The leasehold was registered by the registrar of
titles (A.N.Kabiswa) on 13th August 2020 under Instrument No.WBU-00356787
PART III: ENCUMBRANCES ON THE LAND.

Section 1(g) of the Registration of titles act cap 230 defines encumbrances as “including all prior
estates, interests, rights, claims and demands which can or may be had, made or set up in, to, upon,
or in respect of, the land.
The implication of having the lease reflected on the incumbrance page is that no transactions can
be carried out the land unless the after the expiry of the leasehold period which is 20 years in the
circumstances, or any factor that determines a leasehold like surrender, among others.

The implication of having different dates is that, 17th January, 2020 is the date that was agreed
upon by the parties to commence the leasehold tenancy in their lease deed. Then 13th August 2020

5 The registration of Titles Act, cap 230

6 Here, each tenant owns a distinct share in the property and the doctrine of survivorship does not apply.
7 The co-owners are regarded as being wholly entitled to hold all the property that is co-owned. Each of the joint

tenants is regarded as simultaneously owning the whole of the land concerned and that they cannot be regarded
as holding specific shares of the property.
is the date on which the leasehold was registered and thus a certificate of title was issued for the
same on the same date, and Simodex Logistics (Uganda Limited) became the registered proprietor
with exclusive possession.

TITLE B

The front page shows the law under which the land was registered, and the tenure system. Article
237(1) of the constitution provides that land in Uganda belongs to the citizens of Uganda and shall
vest in them in accordance with the land tenure systems provided for in the constitution. Article
237(3) (d) of the 1995 Constitution of the Republic of Uganda provides for Leasehold as a form
of land tenure in Uganda. Title before us is, a CERTIFICATE OF TITLE OF LEASEHOLD
It also shows the volume number and folio whose importance is to help in identifying the piece of
land on the register. S. 38 (3) and (6) RTA. In this certificate the land is found in the leasehold
register volume 340 folio 6.

1. DESCRIPTION OF LAND.
It gives the plot no, location of the land, and district as required under S. 38(5) of the RTA. The
land is on plot 4A Nakawa Division Block Church Road in Mbuya Estate Kampala District.
2. THE SIZE OF THE LAND

The size of the land is 0.0600hectares. All these are for purposes of properly situating the land in
that even if a person was to carry out due diligence, they would know where the land is and easily
locate it by searching at the land registry.

3. TERM
The next description on the certificate of title is the term of the lease and the commencement date
that is for 49 years from 1st September 2008 subject to the implied conditions and covenants under
the Registration of Titles Act Cap 230 and the lessee is bound by any encumbrances if any entered
in the encumbrance register
Section 3(5)(c) of the Land Act cap 227 requires a lease to be for a period defined, directly or
indirectly, by reference to a specific date of commencement and a specific date of ending;
And on the above Certificate of Title, the 49 years is the duration for which the lease is going to
run having commenced on the 1st day of Sept. 2008. And this is the duration as an essential element
of a lease as was discussed in the case of: Street vs Mountford (1985).
Equally the 49 years duration confirm the provision in section 101 of the RTA which provides that
the duration of the lease should be a term exceeding three years. And surely 49years exceed three
years.
The security code

The Security Code: 2500000120027. This is a security feature which confirms the authenticity and
Validity of the certificate of title.

4. PROPRIETORSHIP
This part provides for the name and address of the proprietor and the date and time the lease was
registered, and it must be signed by the registrar. This is in compliance with S. 46(2) and S.51
RTA. In the instant case, the original proprietor was a one Okello Sunday of P.O.B OX 24084 OF
Kampala and the lease was registered on 05/02/2018 at 11:08 AM
Title then passed to the current owner, Yellow Telecom Limited of P.O. Box 7512, Kampala as
registered on 30/10/2020 and signed by the registrar.
5. THE LEASE AGREEMENT.

The most important feature of this title is that a lease agreement between the lessor and the lessee
and it must be attached on the register. As such the lease in question was made on the 21/02/2018
between Kampala District Land Board the lessor and Okello Sunday, the lease.
The lease agreement contains or stipulates the terms and conditions under which the lease is
granted. That the lease of the premises is granted on a consideration of rent which is reserved
subject to covenants and conditions to be observed by the lessee.
One of the conditions is that the lessee will hold land for 49 years running from 1st September
2008 by paying a yearly rent of 711,000 shillings in two equal half yearly payments in advance on
1st January and the other half on 1st July of every year.

The second paragraph provides for observance of covenants and conditions implied by law.
In addition to that, the lessee is supposed to erect buildings whose value is not less than specified
by the lessor and to complete the said building for occupation or use to the satisfaction of the lessor
etc. in accordance with plans and specifications to be approved by the lessor.

Paragraph 4 stipulates that where the building covenant is complied with and without any other
breach, the lease shall be enlarged to..... years automatically running from 1 st September 2008 as
if it was originally granted for ..............years.
The agreement is signed by both parties whose seals are affixed and attested to.

This Agreement is in line with section 101 of the RTA cap 230 which provides that the proprietor
of any freehold or mailo Land under the operation of the RTA may subject to any law or agreement
for time being lease that land for any duration for a term exceeding three years by singing a lease
of it.

Equally it is in line with section 10 of the Contracts Act 2010 which provides for parties intending
to enter into agreement.

6. DEED PLAN
The next element of the title is the deed plan which shows the accurate location of the land and the
easements on the land and other physical features like swamps on the land. The main purpose of
the deed plan is to show location of the premises.

What entries are made on the certificate marked B, their implication and meaning?
Section 54 of the Registration of Titles Act cap 230 provides for registration of instruments so as
to be effective in passing any estate or interest in any land.
Section 48(1) of the Registration of Titles Act cap 230 provides that every instrument, excepting
a transfer, presented for registration may be in duplicate and shall be registered in the order of and
as from the time at which the instrument is produced for that purpose, and instruments purporting
to affect the same estate or interest shall, notwithstanding any actual or constructive notice, be
entitled to priority as between themselves according to the date of registration and not according
to the date of the instrument. This ensures that whenever there are competing interests, the first in
time prevails.

Furthermore, Section 89 of Registration of titles Act cap 230 provides for entries on the Certificate
of Title to be made by the Registrar.
The part on proprietorship bears entries made by the registrar in regards to the previous and current
proprietor of the land. Under Section 1(l) of the Registration of Titles Act, a proprietor is defined
to mean the owner whether in possession, remainder, reversion or otherwise of the land or of a
lease or mortgage in the Register Book.
The first column shows the date and time the entry on the certificate was made as well as the
instrument number of that entry.
The second column shows the names and addresses of the proprietor and the third column shows
the signature of the registrar who registered the instruments.
Entry 1: KCCA-00048609 REGD.05/02/2018. AT 11:08AM.

According to the certificate, on the 5th day of February 2018 at 11:08 am Okello Sunday was
registered as the proprietors vide instrument number KCCA-00048609 by the registrar who
appended his signature.
Entry 2: KCCA-0075318 REGD. 30.10. 2020 AT 11:07AM.
The land was then leased to Yellow telecom which was entered on the Certificate of Title by the
Registrar vide instrument number KCCA-0075318 on the 30th day of October 2020 at 11:07am.

This entry meant that Okello Sunday had become a registered proprietor of the Leasehold in land
Comprised in BLOCK (Name) Road: Nakawa Division Block church Road, PLOT: 4A, Kampala
Volume KCCA 340 folio 6.
This entry meant that Yellow Telecom Ltd had become a new registered proprietor of the
Leasehold of the land comprised in BLOCK (Name) Road: Nakawa Division Block church Road,
PLOT: 4A, Kampala Volume KCCA 340 folio 6.

It consequently implied that Okello Sunday ceased being proprietor of the Leasehold as his name
was cancelled by the Registrar who countersigned thereon.

TITLE C

The land in title C is registered under the lease hold register under the Registration of Titles Act
Cap 230. Article 237(3) (d) of the 1995 Constitution of the Republic of Uganda provides for
Leasehold as a form of land tenure in Uganda. Title before us is, a CERTIFICATE OF TITLE
OF LEASEHOLD

1. DESCRIPTION OF THE LAND

This provides for the location where the land is situated i.e. Plot No.437, Ntinda, and Kampala.
The size of the land is approximately 0.199 of hectares, and it’s Instrument No. 226531.
2. TERM
This description on the certificate of title is the duration of the lease and the commencement date
that is 1st September 1962 the period of 5 years was extended to 49 years and an entry was made
on the certificate of title verified by the Registrar’s signature besides the amend. The enlargement
of the duration was subject to the lessee complying with the building covenant
3. INCUMBRANCES

This caters for any equitable interests or any other third-party interests registered on the land. There
are no incumbrances on this land.

4. EASEMENTS
An easement refers to the legal right of second party to cross or make limited use of another
person’s property. There are no easements registered on this land.
5. PROPRIETORSHIP
This part provides for the name and address of the proprietor and the date and time the lease was
registered, and it must be signed by the registrar. This is in compliance with S. 46(2) and S.51
RTA.
Patrick Moga is the first registered proprietor (lessee) whose tenancy started running from 1st
September, 1982 and he was registered proprietor on 4th January, 1984 at 11:15 AM under
Instrument No.217969. He was on the land for a period of 16 years (1982-1998). The leasehold
he obtained of 49 years still had 33 years to expire and he then transferred it.
Patrick Moga transferred his legal rights to Afzal Khan and Hassina Somji (tenants in common)
and their proprietorship was registered on 11th December, 1998 at 9:35 A.M under instrument
No.298355. Afzal and Hassina acquired the leasehold when it still had 33 years to expiry. They
occupied it for a period of 8 years from (1998-2006). Therefore the leasehold had been utilized for
24 years (16+8) and the leasehold was left with only 25 years to expire. (49-24)

Afzal Khan and Hassina Somji (tenants in common) transferred their legal interests to Brenda
Komugabe Ariko and were registered as the proprietor on 25th October, 2006 at 12:00PM under
Instrument No.372660.
6. LEASE AGREEMENT.

The lease agreement contains or stipulates the terms and conditions under which the lease is
granted.

The lease deed between Urban Authority (lessor) and Patrick Moga (lessee) was executed on the
16th day of December, 1983. However, the Urban Authority under the Urban Authorities Act was
abolished and replaced by Uganda Land Commission (new lessor) which was established by Public
Lands Act.
The consideration was shs.80, 000 paid to the lessor. Municipality /township were crossed because
Kampala became a city and was no longer a Municipality/township.
As joint tenants/tenants in common was crossed because Patrick Moga was a sole proprietorship
and thus joint tenants/tenants was not effectual. Months was also crossed because the duration
period of the leasehold was 5 years without any additional months, thus the provision of months
was of no use.
7. DEED PLAN.

The next element of the title is the deed plan which shows the accurate location of the land and the
easements on the land and other physical features like swamps on the land. The main purpose of
the deed plan is to show location of the premises.
PART II
Under S. 1(s) of the Land Act "leasehold land tenure" means the holding of land for a given period
from a specified date of commencement, on such terms and conditions as may be agreed upon by
the lessor and lessee, the incidents of which are described in section 3, and includes a sublease;
S. 3(5) of the Land Act provides for leasehold tenure system as a form of tenure

(a) Created either by contract or by operation of law;

(b) The terms and conditions of which may be regulated by law to the exclusion of any contractual
agreement reached between the parties;
(c) under which one person, namely the landlord or lessor, grants or is deemed to have granted
another person, namely the tenant or lessee, exclusive possession of land usually but not
necessarily for a period defined, directly or indirectly, by reference to a specific date of
commencement and a specific date of ending;
(d) usually but not necessarily in return for a rent which may be for a capital sum known as a
premium or for both a rent and a premium but may be in return for services or may be free of any
required return;

(e) under which both the landlord and the tenant may, subject to the terms and conditions of the
lease and having due regard for the interests of the other party, exercise such of the powers of a
freehold owner as are appropriate and possible given the specific nature of a leasehold tenure.
Leases are classified into fixed term and periodic leases.

A fixed term lease is a lease whose duration is fixed by the parties at the onset so that once the
term expires; the lease comes to an end. For example, a lease for 12 months or 49 years is a fixed
term lease and it expires at the end of the term. A periodic lease is a lease which continuously
renews from one term to another until terminated by the proper notice served by either party as
was held in Prudential Assurance co ltd y London Residuary (1992] 3 ALL ER

Essential Features of A lease

At common law, a lease has two basic features.

1. Certain duration

2. Exclusive possession.
Though a lease is normally granted for monetary consideration, this is not an essential feature.
Section 3(5) (d) of the Land Act states that a lease may be created even where there's no
requirement for rent payment.

Duration
At common law, a lease can be of any duration but a lease must have a certain or
ascertainablenbeginning and ending before it takes effect. Otherwise, it is void as a lease. The case
of in Lace v Chanter (1944] 1 ALL ER 305. The plaintiff during the2nd world war sublet a house
to the defendant for the duration of the war. It was held that the lease was void for uncertainty of
duration because at the time, the purported lease took effect it was neither certain nor ascertainable
when the war would end.

In HARVEY V PRATT (1978) 2 ALL ER 786

Held In order that an agreement for a lease shall be valid there must be, among other essentials,
agreement on the date of commencement of the term; and in the absence of this date validity will
not be given to the agreement either by implication that the term shall begin within a reasonable
time or by taking the date of the agreement as the date of commencement
Per Lord Denning, - It is settled beyond question that, in order for there to be a valid agreement
for a lease, the essentials are that there shall be determined not only the parties, the property, the
length of the term and the rent, but also the date of its commencement. This document does not
contain it. It is not sufficient to say that it can be supplied by an implied term as to reasonable time.
In Dr. Adeodanta Kekitinwa & 3 Others vs. Edward Mbudo Wakida CACA 3/97.

-"The habendum in a lease must point out the period during which the enjoyment of the premises
is to be had, so that the duration, as well as the commencement of the term, must be stated. The
certainty of a lease as to its continuance must be ascertainable either by the express limitation of
the parties at the time the lease is made, or by reference to some collateral act which may, with
equal certainty, measure the continuance her lease and it expires at the end of the term, A periodic
lease is a lease which continuously renews from one term to another until terminated by the proper
notice served by either a landlord grants or is deemed to grant exclusive possession of the land.
Thus, exclusive possession

Task B
1. KICONCO MOSES
2. ASIIMWE GORRET
3. NDUHUKIRE LINATH
4. KIIZA DENIS
5. NAMANYA ADERA

(i) Article 237(1) of the 1995 Constitution of Uganda (as amended) provides that land
in Uganda belongs to citizens of Uganda and shall rest in accordance with the land
tenure system provided for in this constitution. Article 237(3) of the same provides for
 land tenure system in Uganda which include; Customary, Freehold, Mailo land and
Leasehold. Section 2 of the land Act Cap 227 as Amended provides that subject to
Article 237 of the 1995 constitution, land in Uganda shall rest on citizens of Uganda
and shall be held in accordance with the following land tenure systems. Rule 2(2) of
the Advocates Professional Regulations S1. 267-2 provides that an advocate shall
exercise due diligence at all times when handling client’s matter.

According to Salmon v Salmon (1896) UKHL1, (1897) AC 22, a company is a legal person
separate and distinct from its members/subscribers.

It should be noted that the Marksim Herbals Ltd is required to carry out due diligence and specific
inquires in order to ensure that the land she intends to acquire are legally purchased so that in case
of any claim from any person, she would be able to raise the defense of bonafide purchaser.
Due diligence was discussed in Father Nasensio Begumisa & Ors V Eric Tibebaga SCCA No.
17 of 2002, where the court opined that, the purchaser must carry out all due diligence by cross
checking the title at hand/ examining the certificate of title and all its pages to ensure that all the
pages reflect the essential features of a valid certificate of title.
Before an interested party transacts in registered land, there are quite a number of pertinent steps
that must be taken to safeguard the interests of the potential purchaser and thus we would advise
the company to observe the following steps as discussed below;

Particulars of the land. The intending purchaser who is Marksim Herbals Ltd s should be availed
with the particulars of the subject land in terms of description. It must have a block and plot,
location of the land and how many hectares it entails. The purpose of our client asking for the
particulars is to enable him to cause a search at the relevant land registry to confirm not only the
proprietorship but also the existence of a white page with corresponding particulars as that on the
duplicate. This was expounded in the case of UBC V Simba K Limited & Ors C.A No. 3 of 2014
where court found that the purchaser did not make a search at the land registry to ascertain the
proprietorship of the property the subject of sale and held that she had a duty and obligation to
ascertain the proprietor of the property even before attempting to bid for it. Had she done so, she
would have found out that the property she was bidding for did not belong to the respondent. At
least she was on full notice. It appears that actually she was well aware of the fact that the
respondent was not the registered proprietor but she went ahead to but the property anyway. She
cannot turn around and contend that she is a innocent purchaser for value without notice.

Search. Section 201 of the Registration of Titles Act Cap 303 provides that any person may, on
payment of the fee for the time being payable on that behalf, inspect the registrar book during the
hours and upon the day of business. Section 201(2) of the Registration of Titles Act further
provides that the Registrar on payment of the fee for the time being payable for a certified copy
shall furnish to any person applying to it a certified copy of any certificate of title caveat, or
registered instrument affecting land under the operation of this act; and every such certified copy
signed by the Registrar and authenticated by the seal of the office of the Registrar of titles shall be
received in evidence in any court or before any person having by law or by consent of the parties
authority to receive evidence as a prima facie proof of the original certificate of title. In the case
of Father Nasensio Begumisa & Ors V Eric Tibebaga (Supra), Court opined that, the purchaser
must carry out all due diligence by cross checking the title at hand/ examining the certificate of
title and all its pages to ensure that all the pages reflect the essential features of a valid certificate
of title. The intending purchaser should therefore after having examined the certificate of title
conduct a search at the land registry to confirm the particulars;

a) In regards to location, whether the cover page corresponds with the part that
provides for the block number, county, district, and plot number.
b) The purchaser should ensure that the seal and the stamp of the Registrar of titles is
valid.

c) Easements on the physical land should be checked thoroughly in part the deed and
I plan print.

d) The signature of the purported vendor and the name of other previous owners. The
name of the current owner should correspond with the vendor.

e) Incumbrances on the title should be brought to the attention of the client.

The procedure is that you write a formal or ordinary letter to the Registrar of Titles. The fees
payable on the application letter is 10,000 payable to URA under the Registration of Titles (Fees)
(Amendment) Rules 1998.
Physical visit and opening of boundaries. The purchaser must verify the authenticity of the
certificate of title presented by the vendor. This is because the registry of land is authorized under
the law to create a special certificate of title where the duplicate is misplaced, destroyed or
obliterated. Where a special certificate is issued, a white page indicates so and the title so and the
title itself contains the word special certificate. In Uganda Post Telecommunications V Lutaaya
CA No. 36 of 1995 it was held that the mere search on the registrar is not enough, the person ought
to inquire beyond the register.

Therefore, the intending purchaser should undertake a physical visit to the land to ensure that the
particulars of the title reflect on the land otherwise regarded as boundary opening. One ought to
discover the following.

• What is on the land and or any kind of developments?

• Inquiry from the locals, local authority to ensure the respective piece of land belong the
vendor.
In Haji Nasser Katende V Vithalidas Halidas Co. Ltd C.A, No. 84 of 2003, the then Deputy Chief
Justice while quoting Okello JA as then was in Sir John Bageire V Ausi Matovu C.A No 7 of
1996 at page 26 emphasized; “The value of land and the need for thorough investigation before
purchase and held inter alia that land are not vegetables that are bought from unknown sellers.
Land are valuable property and buyers are expected to make thorough investigation not only of
the land but of sellers before purchase”.

Therefore, in order to be a bonafide purchaser for value without notice, it is pertinent to carry out
a physical search.

Check with the Planning Authority and find out the use under which the land is put. It may be
put to a road reserve.

Check with NEMA whether such land is out under use by the authority; such land may be declared
on wetland. Find out whether the land suits the purpose of the client who is the buyer. He could be
planning to bring on the land developments, which are not allowed in such an area or may be such
businesses, cannot be sustained in such areas.

Consult a surveyor in clarifying and verifying the dimensions and measurements on the land to
be very sure of what the purchaser is going to buy.

In conclusion, having carried out the above inquiries, the purchaser will be in better position to
lawfully purchases the land and get value for her money.

The first step to acquire a legal interest is that Purchaser should be in possession of the land transfer
forms dully signed by the vendor as provided in Section 92 of the Registration of Titles Act Cap
230, she should have a photocopy of the duplicate certificate of title of the Property, two authentic
passport photos of the vendor and the buyer should also have a certified Certificate of
Incorporation and a registered board resolution of the company’s director allowing the company
to buy the said land, and finally she should possess the Consent to transfer Forms which are
entailed in form 53 of the first schedule of the land regulations of 2004.

The second step is Valuation where in the Stamp Duty (amendment) Act 2016 states that property
must be assessed at the market value, by the government valuer for purposes of the applicant
paying for Stamp Duty which is 1.5% of the market value.
The third step is payment of stamp duty which is entailed in the Stamp Duty (Amendment) Act
2016 where the purchaser should pay stamp duty in a bank and a receipt and transfer forms
embossed by Uganda Revenue Authority after the valuation of the land by the government valuer,
the transfer forms should be embossed with a barcode by Uganda Revenue Authority. And also
pay registration fees at the land Registry 10000/=.

Lastly it is the filing of documents where upon payment of requisite fees the transferee has to
submit the duplicate certificate of the title, signed transfer forms, photographs and valid
identifications with evidence of payments which must be paid in the relevant and land registry.
Section 92 of Registration of Titles Act provides that upon registration of the transfer, the estate
and interest of the proprietor shall pass to the transferee and transferee shall thereupon become the
proprietor thereof.

Task B (ii)

Article 237(1) of the Constitution and Section 2 of the Land Act Cap 227 provide that Land in
Uganda belongs to the citizens of Uganda and shall vest in them in accordance with the land tenure
systems provided for in this Constitution. This therefore excludes non-citizens from owning land
in Uganda.

A company whose majority shareholder is a foreigner cannot own land in Uganda except under
Leasehold Tenure. This is expounded under Article 237(2) (c) of the Constitution and Section
40(1) of the Land Act which stipulate that a non-citizen may acquire leases in land in accordance
with the laws prescribed by Parliament.

Section 40(7) (b) of the Land Act defines a non-citizen to mean a corporate body in which the
controlling interest lies with non-citizens.

Controlling interest is defined under Section 40(8) (a) of the Land Act to mean a company with
shares of which majority shares are held by persons who are not citizens.

In Musisi Gabriel V Edco Limited And Another Civil Appeal No. 52 of 2010 court observed that
in reference to the company's Articles of Association, the first respondent was a noncitizen and it
would follow that it would be precluded from owning Mailo land by Article 237(2) (c) of the
Constitution and as operationalized by Section 40 of the Land Act.
In this regard, majority shares in M/S Marksim Herbals Ltd are held by Mark Jergens who is a
German National and therefore a non-citizen. In the circumstance, Mark Jurgens will have to first
transfer at least 9% of his shares in the Company to Simon Kaggwa as per Section 85 of the
Companies act 2012 so that the later can be a majority shareholder in the company if they are to
achieve their dream of buying 10 acres out of 25 acres in Freehold Register Volume MKO1788
Folio 23 Plot 20 Block 55 at Musamya.
After transferring the shares as above, the company can go ahead and proceed with subdivision of
the Land by acquiring a consent to transfer, signed transfer forms, copies of identification card,
passport size photos and signed mutation forms witnessed by a registered Surveyor from the
registered proprietor.
TASK B (iii)

Under common law surrender is the term describing a situation where a tenant gives up possession
of property held under tenancy as a result of which a tenancy ends.
Meggary on Land at page 851 states that if a tenant surrenders his lease to his immediate landlord,
who accepts the surrender, the tenancy is absorbed by the landlords’ reversion and is
extinguishable by operation of the law. Therefore, the principal under surrender is based on
estoppel and either party is precluded from denying what he/she has agreed to be bound with.

It is worth noting that were a lessee has granted a sub-lease or created some other encumbrance,
the landlord id bound by it so long as the tenant would be bound had he not surrendered, this was
upheld in the case of Barrett V Morgan[2000] A.C 264 and 270 by lord millet.
Surrender is in two forms either express or by operation of the law.

Surrender by operation of the law.

Section 108(1) of the Registration of Titles Act, provides that a lease under this act may be
surrendered and determined as by operation of the law under this act and this may happen where
the lessee is bankrupt.

In the case of Stephen Kalani v Satwant Kaur in UGSC 16/1996, His Lordship Manyindo D.C.J
of Uganda as he then was, while addressing the issue whether the learned trial judge erred in
holding that the appellant didn’t surrender the lease to the then mailo owner, stated that
unregistered surrender conferred to the mailo holder a right to the reversion of the lease and
extinguished the respondent’s lease. That the suit property had reverted to the Mailo holder on the
day the lease was surrendered and the Expropriated inconsistent with the continuation of the lease,
in the circumstances that it would be inequitable to rely on a point that there Properties Act could
not apply to property which was never expropriated by Government.
An act inconsistent with the continuation of a lease, surrendering by operation of the law requires
some act by the parties that is was not expressed deed.
In the case of Nickels V Atherton (1847) 10 Q.B.R.944. That A was a tenant under a three year
lease, he moved his belongings out of the property during the lease term and asked the landlord to
find a new tenant. The landlord did so and got a new tenant and put him in the property, but when
the new tenant failed to pay the landlord sued the older tenant.
Derman CJ said that surrender by operation of the law arises where the owner of a particular estate
has been party to some act the validity of which he is by law estopped from disputing, and which
would not be valid if this particular estate had continued.

Therefore, in this case Simon and Mark should surrender their lease to the landlord and it should
further be agreed and stated in the memorandum that the landlord has paid for the developments
at one billion shillings.
That surrender is done by the lessee and the lessor inscribing the word surrender on the lease, the
date, and then signed by the parties, and must be witnessed.
Thereafter the registrar shall enter in the registrar book a memorandum recording the date of such
surrender and shall likewise endorse upon the duplicate, if, any, a memorandum recording a fact
of entry having been made.
The effect of this registration is envisaged under s.108 (3) of the Registration of Titles Act, which
provides that upon such entry in the register book the estate and interest of the lease or his or her
transferee shall vest in the lessor or in the proprietor for the time being of the reversion and
inheritance in the land immediately, and that the lease was legally surrendered.

Task B (iv)

Whenever there is a transfer of a lease, the transferee holds it subject to the existing covenants and
conditions. This is provided for under Section 105 Registration of Titles Act which provides that
in every transfer of a lease made under this Act, and in every transfer of a grant for years, there
shall be implied a covenant with the transferor by the transferee binding him or her and his or her
executors, administrators and transferees that he or she or they will thenceforth pay the rent by the
lease or grant reserved, and perform and observe all the covenants contained in the lease or grant
or by law declared to be implied in the lease or grant and on the part of the lessee or his or her
transferees to be performed and observed, and will indemnify and keep harmless the transferor and
his or her representatives against all actions, suits, claims and expenses in respect of the
nonpayment of the rent or the breach or no observance of the covenants or any of them.
This implies that the lessee and the lessor are bound by their agreement and therefore have to
comply with the terms of the lease agreement. The lease obtained a residential occupational permit
from the lessor to convert the said building into a restaurant and guest house, the lessee has to
apply to the lessor for consent for a variation of a lease.
This is agreed upon through a variation deed between the lessor and the lessee.
After acquiring the variation of the lease, the lessee who intends to convert the said building into
a restaurant and guest house, which therefore he need to apply for approval from KCCA which
will issue her with a permit for her new business.
After the requisite permission is obtained, the variation deed will be drafted and registered. It is
important to note that variation is between a lessor and lessee and one is not a lessee until registered
as per Section 54 of the Registration of Titles Act.

According to item 22 of the 22nd schedule of Registration of Titles Act, the fees for registration
of a variation deed is 10,000/=
TASK C
 1. OKURUT JOHN BAPTSIT
2. KALUNGI NICOLE NAKABUYE
3. NALUKWAGO HAWAH
4. NSADHA BEN CONSTANCE

Musoke is the owner of a storied building on land known as Mukono Block 230 plot 1234 Mukono
town, which houses M//s City Pediatricians Ltd. M/s City Pediatricians Ltd has occupied this
building for three consecutive years now, pursuant to an agreement they entered into January 2019,
by which the parties agreed that M/s City Pediatricians Ltd would occupy the building for five
years. M/s City Pediatricians Ltd pays 20million Uganda shillings per month to Musoke for
occupying this building and pays 12 months in advance.
Musoke’s niece, Jordana Byansi has been doing business on the verandah of this building in a
wooden kiosk as a mobile money agent and newspaper vendor for five years now. She doesn’t pay
any money to Musoke.
Musokes’s nephew, Nixon Zikusoka sells chips and roasted chicken in the parking yard which is
in front of this building, starting from 7pm every night. He doesn’t pay any money to Musoke. He
pays dues to Mukono District Council regularly like other road side vendors, for cleaning the
streets and refuse collection.
Musoke has decided to sell this building to Asio Juliana who insists on paying the consideration
when the building is vacant. Asio further insists that before she pays, Jordana Byansi and Nixon
Zikusooka must also quit for good.
What steps would you take on Musoke’s behalf in order to ensure that Asio gets vacant
possession of the land without any disputes?

ii) Supposing that the contract between Musoke and M/s City Pediatricians Ltd were for three
years and Musoke did not renew it on expiry of the three years and that M/s City Pediatricians Ltd
remained in occupation of the building and did not pay rent to Musoke for six months. What rights
would Musoke have against M/s City Pediatricians Ltd?

In the case of Komakech & Seven Ors Vs Ayar & Anor (Civil Appeal No 0028 of 2016) [2018]
UGHCCD 54 (11TH OCTOBER 2018); Justice Stepehen Mubiru quoted the case of African
Petroleum Vs Owodunni (1991) 8 NWLR (pt.210) p. 391, the Supreme Court of Nigeria
where the definition of a tenant was looked at as very wide to include all persons who occupy
premises lawfully. Whether a person pays regular rent, subsidized rent, or indeed no rent is
immaterial. The qualification of becoming a tenant under law is lawful occupation.
A tenant is an individual who occupies or possess land or premises by way of a grant of an estate
of some type such as in fee, for life, for years or at will. There are different types of tenants as
shown below
Periodic tenancy

It is a tenancy which continuously renews from one term to another until terminated by proper
notice from one party to another served by either party. It may run from a weekly, monthly,
quarterly or yearly basis. From the facts above M/s City Pediatricians pays 20million Uganda
shillings to Musoke for occupying this building and pays 12 months in advance making it an annual
periodic tenancy, on a yearly basis.
Gratuitous tenancy

Under this type of tenancy is where a person who is permitted, though not invited, to enter another
individual’s property. A gratuitous tenant provides no consideration in exchange for such
permission. Considering the facts given therefore. Jordana Byansi and Nixon Zikusoka, Musokes
niece and nephew respectively do not pay any rent to Musoke, therefore they are categorized as
gratuitous tenants.
Tenancy at will

This is a tenancy implied when a land owner allows another person to enter into possession as a
tenant without specification of the terms of the tenancy agreement as per Bweya Steel Works
Limited Vs National Insurance Corporation CS No 63 of 1985: [1955] hcb 58. Either party
may terminate such a tenancy at any time.
Tenancy by occupancy

Tenancy by occupancy includes a bona fide or lawful occupant. Section 29 of the land act gives
the meaning of lawful and bona fide occupant.

Tenancy at sufferance
It implied where a former tenant remains in possession after the expiration of a fixed term without
the consent and without objection of the land owner as per Noor Hassan Vs Mukiibi CA No. 103
of 1977; (1978) HCB 162.

Licenses
A license is permission to enter another’s land for some specified purpose. The main distinguishing
feature between a lease and a license is that a lease creates an interest while a license does not.
However apart from the tenancies discussed above. A person who is in possession has title has
title which is good against the whole world except a person with a better claim as per Asher Vs
Whitlock (1865) LR 1. In Bumbakali Vs Muhairwe and Others Cs No 36 of 1999, it was held that
trespass to land consists of any unjustifiable intrusion upon or interference with land in possession
of another and can be entering upon land of another without permission. The facts above reveal
that all the tenants are occupying the building legally, therefore it is important to determine the
steps Musoke would have to take to immediately lawfully obtain physical possession of the entire
property from the various persons currently in possession of the same so that he can transfer it to
Asio.
The following are the steps Musoke would have to take to immediately lawfully obtain physical
possession of the whole property from the various persons currently in possession of the same so
that he can use the entire building.

a) Musoke would have to write to/ inform the tenants on the land about the transfer of the
ownership of the property.

b) Musoke would have to ascertain the various interests on the property and the terms of their
respective occupation and usage.

c) The third step would be to write notices to each of the persons in possession of the land.
These include all the occupants of the land; such notice would be to vacate the premises as
soon as their periodic tenancy expires.
However periodic tenancies are by nature terminable by either party giving an appropriate notice.
According to Mugambwa, Principles of Land law in Uganda at page 111, in absence of any express
agreement between the parties, a weekly tenancy is terminable by on weeks’ notice, a monthly
tenancy by one months’ notice, a quarterly tenancy by three months’ notice. The exception to this
rule is a yearly tenancy which is terminable by six months’ notice.
In Rukandema Vs Kabale Town Council CA No. MKA 10 of 1985, Karokora JSC held that a
yearly tenancy is terminable by notice of at least six months expiring at the end of a full period.
He stated the law governing determination of yearly tenancy is spelt out by R.E Megarry QC &
Wade in the Law of Real Property 3rd edition at page 641, a yearly tenancy may be determined by
such notice and at such time as the parties agree. See Allison Vs Scorgall (1920) 3KB 443. In
default of such agreement it can be determined by at least half a year’s notice expiring at the end
of a completed year of tenancy.

ii) What rights would Musoke have against M/s Pediatricians Limited.

At this moment we note that M/s Pediatricians have become tenants at sufferance, given the fact
that their tenancy expired but they have decided to remain in possession after the expiration of the
fixed term without the consent and without objection from the land lord, In Noor Hassan Vs
Mukiibi CA No 103 of 1977;(1978) HCB 162, it was clear stated that tenancy at sufferance is
implied where a former tenant remains in possession after the expiration of a fixed term
without the consent and without objection of the land owner.

In the case of Komakech & 7 ors Vs Ayaar & Anor (Civil Appeal No. 0028 of 2016) [2018]
UGHCCD 54 (11TH OCTOBER 2018);

Justice Stephen Mubiru quoted the case of African Petroleum Vs Owodunni (1991) 8 NWLR
(PT 210) p 391, the Supreme Court of Nigeria which held that, once a contractual tenancy
comes to an end by effluxion of time or otherwise and the tenant holds over, it is more correct
to describe him or her as a statutory tenant and once there is an incidence of statutory
tenancy, the tenant becomes a weekly, monthly or yearly tenant depending upon the term of
the original grant. The court further held that;

The definition of tenant is very wide and includes all persons who occupy premises lawfully.
Whether a person pays regular rent, subsidized rent or indeed no rent is immaterial. The
qualification of becoming a tenant under law is lawful occupation. Hence, when the initial
occupation is lawful the occupier even if holding over becomes a protected tenant.
Some times a statute gives security of tenure to a tenant after his contractual tenancy has expired,
where such a statute exists, such a tenant then holds the promises no longer as a contractual tenant
because there no longer exists a contract between him and the land lord but he/she retains
possession by virtue of the provisions of the statute and is entitled to all the benefits and is subject
to all terms and conditions of the original tenancy. Such a tenant is called a statutory tenant.

Its important to note that a periodical tenant holding over after termination of the tenancy becomes
a statutory tenant not a trespasser, and the landlord has no right to forcibly evict him or her except
in accordance with due process of the law. Acts such as threats, intimidation, utility shut offs,
changing the locks, throwing the tenants property out in the street or attempts to physically remove
a tenant in default without an order of court, are therefore outright illegal.

There are several remedies available to Musoke as a land lord against a defaulting tenant. Musoke
can chose to

a) Sue the tenant to recover the rent under O.36 of the Civil Procedure rules.
 b) Self help remedy of eviction and here the tenant is evicted from the premises or from
the property. The act that the tenant defaults rent is a condition that breaches the roots
of the contract which leads the land lord to terminate the contract incase of breach or
defaulting rent.

According to the case of Joy Tumushabe and another Vs Anglo African Limited and Anor
S.C.C.A 7/99 It was held that when the appellants refused to pay rent or acknowledge the title of
the owner as landlord, they became tresspassers. At this juncture the land lord could have chosen
to legally evict them as tresspassers.

c) Distress for rent for purposes of only recovering the rent (not eviction)
Making reference to Principles of Land law in Uganda by T Mugambwa pg 105, distress for rent
is a common law self help remedy by which a land lord may enter the leased premises if rent is in
arrears and confiscate any goods found on the premises of the value of outstanding rent as
highlighted in Megarry and Wade the law of real property pg 709-12. However, such remedy
depends on the existence of the land lord tenant relationship.

In Male Mabirizi and Anor Vs Owere Franco and Ors. Misc Application No 2763 of 2014
held; the common law principle is that distress for rent is only applicable where there subsists a
relationship of land lord and tenant between the parties; not withstanding that the former tenant is
still in possession.

Quoting Halsbury’s laws of England, Third Edition vol 38 states at pg 741, paragraph 1207
as follows;
‘if a tenancy determines by effluxion of time or otherwise, and former tenant remains in possession
against the will of the rightful owner the former tenant is, apart from statutory protection, a
trespasser from the date of the determination of the tenancy

The principle was applied in Souza Figueiredo & Co Ltd Vs George & Others (1959) EA 756,
which states that for a land lord to exercise to levy for distress for rent, a land lord /tenant
relationship must subsist between the two.
This authority was sighted by the Supreme Court of Uganda, with approval and reinstatement of
the proposition of the law therein in Joy Tumushabe & Anor VS M/s Anglo Africa Ltd & Anor
SCCA No 7 of 1999 where Kanyeihamba JSC stated as follows, ‘in any event, distress for rent
is only permissible if the relationship of tenant and land lord exists between the parties, but as I
have shown, that relationship had ceased to exist as a result of the appellants acts and conduct. In
the result, distress for rent in this case was affected against tresspassers and it could not have been
possible for the persons who effected the alleged distress for rent to do so under the act.

Distress for rent would only be applied where the Land lord doesn’t intend to terminate the
tenancy.
In Uganda distress for rent is provided for under the Distress for Rent (Bailiffs) Act Cap 76; section
2 of the act provides that “No person, other than a land lord in person, his or her attorney or the
legal owner of a reversion, shall act as a bailiff to levy any distress for rent unless he or she shall
be authorized to act as a bailiff by a certificate in writing under the hand of a certifying officer,
and such certificates may be general or apply to a particular distress or distresses”

This means that distress must be carried out by a land lord in person, by a lawyer, or by a duly
licensed bailiff.

It was held in Yoka Rubber Industries Limited Vs the Diamond Trust Properties Ltd HCT-
00-CC-CS-0685-2006 Though the right to distress for rent is a common law right, how that
distress is to be affected is regulated by the written law above, other than a registered or certified
bailiff the only person authorized to distress for rent are firstly a land lord in person, secondly an
attorney of the land lord and thirdly an owner of a reversion.
Therefore, this means that it is only when the land lord seeks to distress for rent through someone
else who is not either his attorney or legal representative that a certificate will be necessary.
According to Section 1(b) of the Distress for Rent bailiffs Act Cap 76, a certifying officer means
a Chief Magistrate or Grade One Magistrate whereas bailiff under section 1(a) means a bailiff for
the purpose of distress for rent. Therefore, application is either addressed to the Chief Magistrate
of Grade One.
Rule 3(2) of the Distress for Rent (Bailiff) Rules, a special certificate has to specify the particular
distress to which it applies. Rule 20 prevents the one levying distress from charging fees, charges
or expenses other than those specified in and authorized by Rule 21 and the scales set out in the
second schedule of the rules. In case of dispute as to the amount of fees payable, then the fees are
to be taxed by a certifying officer in the area, where the distress is levied. Rule 24 requires that
every bailiff levying the distress was requested by the tenant to produce to that tenant the certificate
authorizing distress and a copy of the table of fees, charges and expenses, authorized by the rules.
It should be noted under section 17 of the limitation act that no action shall be brought or distress
made to recover arrears of rent or damages in respect of these arrears after the expiration of 6 years
from the date on which the arrears became due.

In conclusion Musoke can first demand the arrears from M/s Pediatricians Limited through
demand letters and if they do not pay, then he can make an application for order of distress for rent
and attach the tenancy agreements as well as the demand notes to pay rent.
The application is to either the Chief Magistrate of Grade One Magistrate, its made by notice of
motion supported by an affidavit under Order 52, rule 1 and 3 of the Civil Procedure Rules.
The application is made exparte usually to prevent the tenant from spiriting away his property on
notice being given to him.

TASK D
1. KIRYOWA ANDREW
2. NAKIBUUKA LILLIAN
3. ARAPWASAWAS BOLE CALEB
4. KIMERA WIILIAM
(i) Supposing that in respect of the title marked ‘B’ the lessee failed to pay rent for six months in
spite of the lessor’s written reminders, what remedies would the lessor have and what steps would
the lessor take in order to enforce the remedies?

Forfeiture/Re-entry
Lessor has to re-enter the land by taking possession and register the re-entry with the Registrar of
Titles once the lease defaults on the terms of the lease.
S. 103(b) RTA provides for the right of forfeiture. It states that (b) that in case the rent or any part
of it is in arrear for the space of thirty days, although no legal or formal demand has been made
for payment of that rent, or in case of any breach or nonobservance of any of the covenants
expressed in the lease or by law declared to be implied in the lease on the part of the lessee or his
or her transferees, and the breach or nonobservance continuing for the space of thirty days, the
lessor or his or her transferees may reenter upon and take possession of the leased property.
Re-entry is effected by taking physical possession of the land or by commencing an action in court
for termination of the lease and an order of vacant possession. This principle which is well
established was stated in Kasaja V Registrar of Titles 1992 4 KALR- and cited with approval in
Erukana Kuwe Vs Vasrambhai Damji Vader SCCA NO. 2 of 2002.

However constructive possession is sufficient provided the lessor ejects the lessee and puts on the
premises a third party who is directly answerable to the lessor as was the case in Erukana Kuwe v
Vasrambhai Damji Vader SCCA NO. 2 of 2002. In this case, the lessor terminated the lease and
entered into a fresh tenant agreement with the lessee’s tenant. It was held; the consequences of
what the appellant did in that regard were the same as if he had terminated the respondent's lease
by sub-letting it to a complete stranger who had not been the respondent's tenant. Further, the
appellant's action amounted to a lawful re-entry of the suit property. He did not take physical
possession of the property, but I think that by putting his tenant in possession thereof, he thereby
took constructive possession of the suit property. The respondent was thereby put out of possession
of the suit property.

Reentry must be registered.

S.114. Determination of lease or sublease by re-entry to be entered in
Register Book or Sublease Register.
In the case of a lease or sublease of land under this Act, if it is proved to the satisfaction of the
registrar that the lessor has reentered upon the premises in strict conformity with the provisions
for reentry contained in the lease or sublease, or under the power of section 103(b), where the lease
or sublease is under this Act, the registrar may make an entry of that reentry in the Register Book
and the term for which the land was leased or subleased shall, upon that entry being made,
determine and may be removed as an incumbrance from a certificate.
Whether or not the re-entry is registered, as between the lessee and the lessor the lease is
terminated the moment the lessor takes physical possession or obtains an order of vacant
possession

"In Lugogo Coffee Co. Ltd. -vs- Singo Combined Growers Ltd. (1976) H.C.B. 92, quoted in
Erukana Kuwe v Vasrambhai Damji Vader for the proposition that where the Registrar of Titles
declines to note a re-entry and advises that the dispute be resolved by court action, the lease does
not remain subsisting as between the lessee and the lessor. It is terminated notwithstanding a
refusal by the Registrar of Titles to note the re-entry. In this case The Registrar declined to mark
the re-entry and advised that the dispute be resolved by court action. The vendor did not refer the
matter to court but instead sold the land to the plaintiff company. Nyamuchoncho J., as he then
was, held inter alia, a lease is a contract and breach of a term of a contract rescinds the
contract. First that as between the lessor and the lessee the lease is determined by the lessor's
lawful re-entry. Secondly, the learned trial judge held that refusal by the Registrar of Titles to make
an entry did not have the effect of keeping the lease subsisting. The lease was terminated by the
lessor's re-entry for all intents and purposes as between the lessor and the lessee although the law
had not recognized the re-entry.

In Eurukana Kuwe Supra, it was held that the lease agreement between the appellant and the
respondent was terminated by the appellant's re-entry for clear breaches of covenants by the
respondent. It only remained for the High Court to order the registrar of titles to perfect the re-
entry by noting in the register, a remedy which the appellant sought by his suit.

Lessor can also commence an action in court for termination of the lease and an order of vacant
possession. Thus, in Namayanja V DAPCB (supra) where the suit was brought, interalia, for
termination of the lease for breach of contract, Ekirapa J granted all the prayer for vacant
possession holding that the Defendant disobeyed and was guilty of fundamental breach of the
contract.

PROCEDURE;
Application is brought by way of;
- Notice of re-entry to the registrar of titles under Section 103[b] and 114 of the RTA cap 230.
-Application is supported by a Statutory declaration.
ii) Supposing that in respect of the title marked ‘B’ the lessee failed to pay rent for six months in
spite of the lessor’s written reminders and the lessor wrote to the lessee notifying him of its
intention to evict the lessee for non-payment of rent, what remedies would you pursue for the
lessee? What would the procedure and documents be?
If a lease was terminated for non- payment of rent, the court at its discretion grant the tenant relief
from forfeiture provided he or she was ready and willing to pay outstanding rent and all relevant
expenses incurred by the lessor.

Grounds for application to be granted the remedy

Application to the high court for relief against forfeiture or re-entry for non-payment of rent.
Section 25 (1) of the Judicature Act provides that, where a lessor is proceeding by action or
otherwise, to enforce a right of re-entry or forfeiture for non-payment of rent, the lessee, his
executors, administrators or assigns may, in the lessor’s action or in an action brought by himself
or herself, apply to the High Court for relief.

In the case of Francis Butagira V Debora Namukasa (1992) KaLR767 (Supreme Court), Odoki
JSC held that it trite law that the proviso for re-entry on non-payment of rent is regarded in equity
as merely security for rent and therefore, provided the lessor can be put in the same position as
before, the lessee is entitled to be relieved against forfeiture and any expenses to which the lessor
has been put.
This relief can only be granted where the landlord can be compensated for the loss occasioning
from the breach.

In the case of Erukana Kuwe V Vader SCCA No.2 of 2002 Mulenga JSC, stated that the
applicable law is Section 27 (now 25) of the Statute which creates the remedy of relief from
forfeiture and renders it available only lessees threatened with re-entry or forfeiture for non-
payment of rent. In my view to make it available to lessees in breach of other covenants also,
would be tantamount to amending the statute which cannot be what is envisaged under section
16(2) of the statute.

Section 25 (2) of the judicature Act further states that, the high court has discretion to grant relief
sought against forfeiture for non-payment of rent. It may grant any relief it considers fit or also
refuse the relief that is sought.
In the case of Shiloh Spinner V Harding (1973) AC 275, it was stated that in the courts would
direct its attention to the conduct of the applicant, and in so doing consider whether the breach was
wilful, negligent, and its general gravity, comparison would be made value of the property and the
alleged damage occasioned by the breach, before they can grant the applicant the relief he seeks.
The Court will also consider the response of the lessee to the threat of forfeiture. Whether he
delayed to apply for relief or he was reasonable.

In the case of Lugogo Coffee Co. (U) Ltd v Singo Combined Coffee Growers Ltd CS No. 554
of 1973, relief was refused to an applicant who brought the application 10 years after default

The relief against forfeiture is precluded where the registered proprietor has re-entered the property
lawfully. As per the case of Executrix of the Estate of the late Christine Mary Namatovu and
another V Noel Grace Stanazi Civil Appeal No.2 of 1988. This because lawfully re-entry
terminates lease.

The application is brought by way Notice of Motion under Section 25(1) of the Judicature Act,
Section 98 of the Civil Procedure Act and Order 52 Rule 1 of the Civil Procedure Rule and
supported by an Affidavit.

THE REPUBLIC OF UGANDA

IN THE HIGH COURT OF UGANDA AT KAMPALA

LAND DIVISION
MISCELLANEOUS CAUSE NO …..

KAMPAL DISTRICT LAND BOARD………………………APPLICANT

VERSUS
YELLOW TELECOM……………………………RESPONDENT

NOTICE OF MOTION

(Under section 25 (1) Judicature Act, Section 98 of the Civil Procedure Act cap 71, Order 52 Rule
1 of Civil Procedure Rules)

TAKE NOTICE that this honorable court shall be moved on the 9th day of March 2021 at 4.00
o’clock in the afternoon or soon therefore as counsel for the applicant can be heard for orders that,

1. The applicant be granted relief against forfeiture for nonpayment of rent.

2. The costs of this application be provided for.
TAKE FURTHER NOTICE that grounds of this application are set forth in the affidavit of
Akram kiige attached here to but briefly.

a) That the applicant undertakes to pay the respondent the outstanding rent arrears.
b) That the applicant undertakes to pay the respondent any costs and damages incurred.

Dated at Mbarara this 6th day of March 2021

……………………………………………
COUNSEL FOR THE APPLICANT.

GIVEN under my hand and seal of this court this 6th day of March 2021.
……………………………….

REGISTRAR
AFFIDAVIT IN SUPPORT

THE REPUBLIC OF UGANDA

IN THE HIGH COURT OF UGANDA AT KAMPALA

LAND DIVISION

MISCELLANEOUS CAUSE NO
KAMPALA DISTRICT LAND BOARD…………………………APPLICANTD

VERSUS
YELLOW TELECOM…………………………. RESPONDENT

AFFIDAVIT IN SUPPORT
I,………C/o of M/s F4& Co. Advocates, P.O.Box 123 Kakiika Mbarara, a resident of Nakawa
Kampala District do solemnly swear and state as follows;
1. That I am a male adult Ugandan of sound mind and swear in that capacity.

2. That on the 3rd of April 2014 I entered the lease agreement with the respondent (Kampala
district land board)
3. That the terms and conditions of the lease are stated therein in the lease agreement of which one
was payment of rent at fee of 2000000 UGX per year attached is a photocopy of the lease
agreement marked “ANNEXURE A.”
4. That between the years of 2020 to 2021 I was unable to pay rent due to the financial breakdown
caused by covid 19.
5. That I have written to the respondent (lessor) several times seeking for a grace period for which
I can make payments for the rent due but he has turned a deaf ear. Attached is a copy of letter
written to him on the 7th February 2021 marked ANNEXURE B.

6. That I undertake to pay the outstanding ground rent and compensate the Respondent for any
cost and damages suffered

7.That this affidavit is made in support of the application for relief from forfeiture.
8.That whatever I have stated herein is true and correct to the best of my knowledge

Sworn by
……………………………

DEPONENT

Before me
……………………………………..
COMMISSIONER FOR OATH

TASK E

Conditions and procedure of converting leasehold to freehold

1. ABAHO Julius
2. AKANKUNDA Candy
3. OKACA Denis
4. MAGWA Michael
Article 26(1) of the Constitution of the Republic of Uganda 1995 stipulates that every person
has a right to own property either individually or in association with others.
Article 237(1) of the Constitution of the Republic of Uganda 1995 states that land in Uganda
belongs to the citizens of Uganda and shall vest in them in accordance with the land tenure systems
provided for in this Constitution.
Article 237(3)(b) of the Constitution of the Republic of Uganda, 1995 read together with
Section 2(b) of the Land Act Cap 227 provide for freehold as one of the land tenure systems
according to which land is held in Uganda and section 3(2) describes the nature of freehold tenure.

Article 241 (a) & (b) of the Constitution of the Republic of Uganda 1995 provides for functions
of the District Land Board to hold and allocate land in the district which is not owned by any
person or authority and to facilitate the registration and transfer of interests in land. This is further
provided for in Section 59 (1) (a) & (b) of the Land Act Cap 227

Article 237(5) provides that any lease which was granted to a Uganda citizen out of public land
may be converted into freehold in accordance with a law which shall be made by Parliament.

Section 28 of the Land Act Cap 227 reiterates that any lease which was granted to a Ugandan
citizen out of former public land and was subsisting on the coming into force of the Land Act
may be converted into freehold.
The lease in question must, therefore, have been granted to a Ugandan citizen, out of former public
land and subsisting on the coming into force of the Land Act. The lease held by Musoke qualifies
since it was held by the Uganda Land Commission which is mandated under Article 239 to hold
public land. It was also granted in 1990 and was, therefore, subsisting on 2nd of July 1998 when
the Land Act came into force.
Furthermore, the grant of such conversion can only be allowed if the board is satisfied that the
following conditions have been complied with;
(i) That the leasehold is authentic and genuine;

(ii) That there were no customary tenants on the land at the time of acquisition of the lease;
(iii) That if there were any customary tenants on the land at the time of acquisition whose tenancy
was disclosed, those tenants were duly compensated;
(iv) That all development conditions and covenants have been complied with;

(v) That any other conditions imposed by law from time to time have been complied with; and
(vi) That the conversion shall be limited to one hundred hectares and that any area in excess of one
hundred hectares shall be converted only if the board has verified it and is satisfied that it is
desirable in the public interest that it should be converted into freehold.

It is important to note that where a lease of land exceeding one hundred hectares is converted into
freehold, the owner shall pay the market value as determined by the chief government valuer for
the new interest before the conversion becomes effective and the money paid shall become part of
the Land Fund as provided by Section 28(2) of the Land Act.

In case there is any subsisting sublease held under a lease converted in accordance with subsection
(1) shall be taken to be upgraded to a lease under the same terms, conditions and covenants. This
is under Subsection 3
After the conversion has been effected, the registrar endorses on the leasehold Certificate of title
the words “Converted to Freehold”, cite the applicable law and append his or her signature. This
is under Section 28(4) of the Land Act Cap 227.

However, non-endorsement of the leasehold certificate of title under subsection (4) does not affect
the validity of the conversion. So absence of the words “Converted to Freehold” shall not render
the conversion invalid. Reference is made to Section 28(5).
The registrar has power to ask for the production of the duplicate of the certificate of title for
endorsement in accordance with Section 28(4).
Procedure and Practical steps

Regulation 14 of the Land Regulations 2004 provides that an application for conversion of
leasehold out of former public land into freehold shall be in Form 5 specified in the First Schedule
to the Regulations.
Step 1.

The applicant must have in his possession fully completed forms 5,10, and 19 in duplicate; a set
of authentic deed plans; duplicate certificate of title; 3 passport photographs; receipts of payment
and a formal letter requesting for a conversion from leasehold to freehold signed by the District
Land Officer of the respective district where the land is located.
If the land was titled after the coming into force of the Constitution of the Republic of Uganda
1995, the surrender deed/lease agreement is required. This Surrender Deed is prepared by the
Secretary to the District Land Board and executed by the DLB and the applicant.

Step 2.
The applicant is then required to present the full set of original documents and a photocopy of the
same to the department of Land administration for checking. The photocopy is stamped
“Received” and returned to the applicant. Applicant is normally required to check with the
department after 10 working days to check whether application has been approved or rejected.
Step 3.

Once the application is proved, the documents are forwarded to the department of Land
Registration for issuance of a freehold Title.
Step 4.
The applicant will then present a photocopy given to him by the department of land administration
which was stamped “Received” and the identification documents on collecting the Freehold Title.
This is normally after 20 working days.

The applicant must sign and the photocopy is stamped as “Returned” on completion.
Documents Required.

Duplicate Certificate of Leasehold Title

Set of Deed plans

General Receipts of Payment

Formal Letter of Request to Convert from Leasehold to Freehold.

Forms 5,10, 19

Fees Payable. (Land Regulations, 2004 Second Schedule)

Application Fees- 100,000 shs

Registration Fees- 10,000 shs

Assurance of Title Fee- 20,000 shs

Issuance of Title- 20,000 shs

At the conclusion of the process, the applicant is registered on the title under section 38 of the
RTA which is conclusive evidence of proprietorship under section 59.

Application for conversion from leasehold out of public land to freehold

THE REPUBLIC OF UGANDA

THE LAND ACT, CAP 227

THE LAND REGULATIONS, 2004

APPLICATION FOR CONVERSION OF LEASEHOLD OUT OF FORMER PUBLIC

LAND TO FREEHOLD
PART I:
1. Particulars of Applicant
Name: MUSOKE SAUL

Address: [email protected]
Citizenship: UGANDAN

2. Location of land the subject of application:

a) Village/Zone: KIWANGA “A”

b) Parish/Ward: KIWANGA
c) Sub-county/Town: MUKONO

d) County/Division: SOUTHERN DIVISION

e) District: MUKONO

3. LRV: 40
Folio: 6

Block: 10
Plot: 7

4. Approximate area (ha): 60.703 hectares

Name and signature of applicant(s)

musoke saul
Date of application: 5/12/2021

DECLARATION
I MUSOKE SAUL declare that the above particulars are true to the best of my knowledge and
belief and that the following conditions have been complied with

(i) That the leasehold is authentic and genuine;

(ii) That the customary tenants, who were on the land at the time of acquisition and whose tenancy
was disclosed, were duly compensated;
(iii) That all development conditions and covenants have been complied with;

(iv) That any other conditions imposed by law from time to time have been complied with; and
(v) That the conversion is limited to one hundred hectares.
Name and Signature/Thumbprint of applicant
musoke saul

Dated at Kampala this 5th day of December 2021

Declared before me,

..........................................................

A Commissioner for oaths

(Official Stamp)

Date: 5/12/2021