The Commercial Court has found:
- “a prima facie” case of potential abuse of corporate personality after directors of a company admitted to a loan transaction entered into by their company during mediation only to turn around and deny the same in their pleadings in the Court!
If you’re a corporate lawyer or you engage in corporate litigation, you need to read the case of F.C.M.B. v. Abdul Gafaru & Co. Ltd. (2026) 6 NWLR (Pt. 2038) 179.
In this case, the Supreme Court held that although a registered company upon incorporation becomes a legal entity and acquires a separate and distinct personalty from its owners, such company cannot claim damages for injured feelings and emotional distress like a natural human being. The implication is that when seeking damages on behalf of a company, you restrict it to pecuniary or proprietary damages but not anything that has to do with feelings and emotions.
The court held as follows:
“Upon incorporation, a company becomes a separate and distinct legal entity, different from its shareholders, who are its owners and from its directors who are its managers. Such a company enjoys perpetual succession and continues to exist notwithstanding any changes in its shareholders or
management. As a legal person, it can own property, enter contracts and conduct business in its own name. The Directors of the company are its human
managers but they are distinct and separate from the personality of the company. The respondents who were the plaintiffs, being registered companies are not natural persons with body, mind, feelings or emotions. Therefore, they cannot suffer pain,
humiliations, trauma or emotional distress in the human sense. They, as companies can claim other pecuniary or proprietary damages but not anything that has to do with feelings and emotions. This is apt because they are artificial personalities without
flesh, blood and soul.”
The above position is logical considering the fact a company is an artificial entity without flesh, blood and soul. In fact, this remains the law until set aside.
Learned colleagues, just for academic purpose, if a company has been given rights of a natural human being and it subsequently acts through its officers and directors, why can’t the same company, “through its directors and officers” claim emotional damages? Kindly share your opinion on this.
Thank you.
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#LegalTechDialogues: "One reason countries and investors are increasingly interested in gold is because gold prices have remained relatively strong over the past several years. However, gold trading itself presents major challenges, especially around provenance and traceability. Today, buyers must prove the origin of the gold and demonstrate that it is not linked to conflict zones, illegal mining, or human rights abuses. That is why documentation and certification have become extremely important in the global gold trade."
Senior Adv. @DenisKusaasira - Expert Litigator, Oil & Gas
@DiamondAdvocate@AbmakAssociates
#LegalTechDialogues: "On the question of establishing a refinery in East Africa, it would not be fair for me to simply say whether it is viable or not. The viability of a refinery depends on many factors beyond the idea itself. While value addition is important for economic development, projects such as refineries require scale, consistent volumes, and secure supply chains in order to succeed."
Senior Adv. @DenisKusaasira - Expert Litigator, Oil & Gas
@DiamondAdvocate@AbmakAssociates
#LegalTechDialogues: "You may discover oil or minerals, but extracting them may not make economic sense. If production costs are too high or market prices are too low, the resource may remain underground despite being discovered. That is exactly what happened in Uganda for many years. Oil had been discovered long before, but it was not considered commercially viable at the time because global oil prices were too low to justify the cost of production."
Senior Adv. @DenisKusaasira - Expert Litigator, Oil & Gas.
@DiamondAdvocate@AbmakAssociates
Our Partners- @anaiga256 , @DenisKusaasira and @FAkunobera have been recognised in the Chambers & Partners Global Guide for General Business Law (Corporate & Commercial), ranking among Uganda’s top 42 listed Lawyers.
We congratulate them upon this incredible achievement!
How can REITs expand access to real estate and infrastructure investment in Uganda? @Byabashaija , @hosea_barlow_M and @mpindi_percy examine: https://t.co/nJfD2CpG4k
Today I will be appearing before Parliament’s Committee on Legal & Parliamentary Affairs, together with Snr. Advocate Maxim Mutabingwa and members of the Uganda Law Society, to present the Society’s considered views on the Magistrates Courts (Amendment) Bill, 2026.
This is a critical opportunity to shape reforms affecting access to justice, case backlog, and the future of our courts.
@AmonOmuhira Dear @AmonOmuhira ,
Thank you for contacting us. Follow the steps below to retrieve your TIN:
1. Go to your 'AskURA' app.
2. Select 'Taxpayer search'
3. Type in either your 'NIN' or 'phone number' as a search parameter
4. Select Individual
Regards,
#FfeBanno
So, if you're a young Ugandan lawyer, you need to focus on the problems that give the head of state sleepless nights
-Sovereign debt
-National security/geopolitics
-Economic growth/job creation
-Tax base growth
If you can solve any of those, you'll access any office in the land
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