Firm C1 Workshop1 Land Transactions WK 9

FIRM C1 KAMPALA CAMPUS LAND TRANSACTIONS WEEK 9 AY 2021/2022
TASK 1
1. AMANIYO YVONNE
2. WAJJA RICHARD
3. MISANGO SAMALIE MEEME
4. SERUMAGA ROBERT
PLEASE STUDY THE CERTIFICATE OF TITLE DESCRIBED AS ‘A’, CERTIFICATE
OF TITLE _B AND ‘C’. IDENTIFY;
The features on each
Features on A
● Persuant to third schedule of RTA form 1;
● The word certificate of title is given according to sec 55 of RTA
● Area, county, district, as per sec 44 of RTA
● Plot number brought under sec 38 of RTA
Features on B
● Provides ownership persuant to third schedule form 2
● Under ownership it shall include;
● Date of registration as provided under sec 46 RTA
● Instrument number
● Proprietor’s name
● Father’s name
● Clan
● Registrar’s signature
● Properties shall be described with its location including county, district, plot number
and block number as per sec 38 of RTA, area in hectares under sec 44 of RTA
● Seal of court under sec 5 and 53 of RTA
Features under part C
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● Provides for incumbrances
● They must be registered on the instrument with its dates, instrument number ,
particulars of incumbrances under sec 46 (3)
A(ii) Legal implication of each entry.
CERTIFICATE OF TITLE ‘A’
Page A1
the first page of this certificate stipulates that it’s a title registered under the Regisrtation of titles
Act in Uganda pursuant to Section 37 of the Registration of Titles Act Cap 230 which provides
that the Registrar shall register the certificate of title in the register book particulars of
proprietorship and the same are put in the original certificate of title. This, however, the
registration of a title under the RTA is subject to an application to bring the land under the RTA
by the person who wishes the same to the registrar as per Section 29 of the RTA and it takes the
form in the Second Schedule to this Act.
The first page also stipulates the location of the land in which the certificate is registered to be in
Busiro county Wakiso district pursuant to Section 37(5)(a) of the RTA.
Similarly, the certificate also has the block 200 and plot 1025 of the land in which the certificate
is registered which explains that the land was surveyed and the plan was approved by the
Commissioner of lands and surveys as stated under Section 37(b)(b) of the RTA.
The second page takes the form in the third schedule of the RTA pursuant to Section 38 of the
RTA also making it’s a duplicate copy of the original certificate. It made mention that the its
Mailo land as described by the registry plan by the block and plot numbers pursuant to Article
237(3)(c) of the Constitution of Uganda, 1995 providing that land can be owned under the
mailo tenure system and also stipulated under Section 2 of the Land Act Cap 227 which Act
also provides for its description under Section 3(4).
It stipulates also the block and plot numbers and the location of the land, land at Mende as
provided for under Section 37 of the RTA Cap 230. It also has the area of the parcel of the land
being 0.7860 hectares pursuant to Section 44 of the RTA.
It also shows that the registrar endorsed “property limited as to parcels”, which means that no
survey plan was deposited and the registration of the land has been approved by the
commissioner of lands and surveys as stated under Section 39 of the RTA.
It also shows the person named on this certificate is entitled to easements rights appurtenant to
the land pursuant to Section 60 of the RTA.
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The title has been signed by the registrar of titles being Okello Puto and endorsed the seal of the
office of Wakiso pursuant to Section 53 of the RTA.
This page also shows the ownership of said land, the time of production of the instrument for
registration, nature of the instrument and name of the party to whom it is given to which the
registrar shall sign pursuant to Section 46(3) of the Act. This means that the same particulars
have been put in register book herein termed memorial pursuant to Section 51 of the RTA.
this page shows the individuals who have been the proprietors of the land to the present
proprietor. The first entry on 01.06.2016 at 8:35 AM, instrument No. WAK- 00078954 of
tenancy in common was for Minaani Wamala Ssebudde and Ddino Ssebuddde being tenants in
common in equal shares witnessed by their father Simoni Kamulali their clan being Ngabi
signature of the registrar and was cancelled out. Then, the registrar, replaced on 14.11.2016 at
11:30 AM, instrument No. WAK-000789665, a joint tenancy of Eva Okello and Simon Okumu
P.O Box 120 Kampala as joint tenants as the registered persons entitled to possession of the land
pursuant to Section 46(4) of the Act and she will have priority in the land as per Section 48 of
the RTA.
Section 56 of the Registration of Titles Act Cap 230 provides for joint tenants and tenants in
common. Two or more persons who are registered as joint proprietors of land shall be deemed to
be deemed to be entitled to the land as joint tenants and in all cases where two or more persons
are entitled as tenants in common to undivided shares of or in any land, those persons shall in the
absence of any evidence to the contrary be presumed to hold that land in equal shares.
Seal: The import and legal implication of a seal is that it presents the authenticity of the
document thereby sealed. According to Section 5 of the RTA is to the effect that the registrar
shall cause to be kept a seal bearing the impression of the armorial ensigns of Uganda and having
inscribed in the margins the words ‘Office of Titles, Uganda’ and all certificates of title and other
documents to be sealed and to be sealed with such seal and to be signed by the registrar or by a
deputy or assistant registrar or by a deputy or assistant registrar shall be admissible as evidence
without further proof.
PART A2
Provides for the incumbrances taking the form in the Third schedule of the RTA. The date of
registration of the instrument of a lease on 13.08.2020 at 2:45PM which is for a period of 20
years with effect from 17.01.2020 to M/s Simodex Logistics (U) Ltd whose certificate of
incorporation number is 60030000603312 of P.O Box 2456 Wandegeya. This entry legal
implication is provided for under Section 54 of the RTA which provides for registration of
instruments by the registrar and it shall take priority as per Section 48 of the RTA Cap 230.
Part A3
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The land is described as being mailo land, area of the land and its location whose legal
implication is stipulated above.
Block and plot number entry on this part originates from Section (38) (6) of the RTA and this
makes reference to folium and volume in the register book. The registrar also marked on the
certificate of title the volume and folium of the register book in which it was entered herein
being volume WBU 6420 Folio 14 pursuant to Section 46(1)(a) of the RTA.
The instrument being a lease has been registered and stipulated by the registrar being a lease of
number WBU-00 pursuant to Section 54 of the RTA Cap 230.
Signature is another envisaged entry on the certificate. It is also a born child of the Registration
of Title Act enshrined in Section 53 of the Act where it is provided that a signature of a
Registrar can substitute a seal in certain cases. On the first issue of a certificate of title the seal of
the office of titles shall be impressed on the certificate together with the signature of the registrar
and on the entry thereon of every subsequent memorial that memorial shall be signed by the
registrar and it shall not be necessary to impress the seal on it pursuant to Section 51 of the Act.
The implication of this provision is that such certificate and memorial shall be received in all
courts as conclusive evidence that the instrument has been registered; and all courts and persons
acting judicially shall take judicial notice of the seal and signature and shall presume that the seal
was properly impressed and that the signature was properly attached.
The instruments are recorded according to order of occurrence. As per Section 48 of the
Registration of Titles Act, every instrument, excepting a transfer, presented for registration may
be registered in the order of duplicate and shall be registered in the order of and from the time at
which the instrument is produced for the purpose, and instruments is produced for that purpose
and the instruments purporting to affect the same estate or interest shall not withstanding any
actual or constructive notice be entitled priority as between themselves according to the date of
registration and not according to the date of instrument.
The shown Date of 17th January, 2020 marks the beginning of the running of the lease. It is an
essential entry and it shows the date on which the lease is to operate or exist. The expressed
period of time for which the lease is to operate must be clearly set out and the events must be
bound to happen of Simodex Loistic (Uganda) Ltd, i.e. the beginning and end before it takes
effect. In most cases period starts running from the date of making the agreement . In Lace vs.
Chantler 1944 ALL ER 305, the pursuer sublet a house to the defender for a duration of the war
during the Second World War. Court held, inter alia, that the lease was void for uncertainty of
duration at the time the purported lease agreement took place. It was neither certain or
ascertainable when the war would end.
The entry of the incumbrance. An encumbrance is a claim against a property by a party that is
not the owner of such property. There are encumbrances on the title. The legal implication of this
entry is that it can affect the sale or transferability of the property and restricts it free use and this
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may require a legal process to resolve as transferring the property to a new buyer might move the
existing buyer/claimant to file a court action. The date of issuance of this lease incumbrance was
stipulated as being 18.08.2020 by the registered who also signed pursuant to Section 46(3) of the
RTA.
CERTIFICATE OF TITLE ‘B’
It is registered under the Registration of titles Act as well and the title takes on the form in the
third schedule as well with the legal implication as already explained above.
The land is also registered as a leasehold tenure system as per Article 237(3)(d) of the
Constitution of Uganda, 1995 and Section 2(d) of the Land Act Cap 227 and its description
of the terms and conditions of the lessor and lessee stipulated under Section 3(5) of the Land
Act.
The leasehold land was described to be on marked and edged red on the deed plan which by the
commissioner of land and surveys upon successful registration of the proprietor’s certificate of
title.
The title also stipulates the block and plot number which were not given whose implication has
already been stated above and the registrar also made reference to the volume and folio number
whose implication was stated earlier.
Area is an entry thereon. This is provided for in section 44 of the RTA. By this, it is provided
that it shall not be necessary to mention the area of any parcel of land included in a certificate
where the area of the parcel of land is less than an acre and the omission to refer to the area of
the land comprised in a certificate shall not in any case invalidate the certificate. The implication
is that any land above an acre should have its area therein indicated.
Incumbrance given is a lease which also stipulates it as the instrument registered in the title
whose legal implication has also already been stipulated above. An incumbrance is a claim
against a property by a party that is not the owner of such property. There are encumbrances on
the title. The legal implication of this entry is that it can affect the sale or transferability of the
property and restricts it free use and this may require a legal process to resolve as transferring the
property to a new buyer might move the existing buyer/claimant to file a court action.
The first registered incumbrance was cancelled of Okello Sunday P.O Box 24004 Kampala and
Yellow Telecom Ltd P.O Box 7512, Kampala was the replaced lease proprietor and will have
priority on the possession of the land as already explained above.
Seal. The import and legal implication of a seal is that it presents the authenticity of the
document thereby sealed. According to section 5 of the RTA is top the effect that the registrar
shall cause to be kept a seal bearing the impression of the armorial ensigns of Uganda and having
inscribed in the margins the words ‘Office of Titles, Uganda’ and all certificates of title and other
documents to be sealed and to be sealed with such seal and to be signed by the registrar or by a
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deputy or assistant registrar or by a deputy or assistant registrar shall be admissible as evidence

without further proof.
This title also stipulated the lease agreement registered under RTA by the District Land Board
and stipulated the terms and conditions of the agreement of the lessor being Kampala District
Land Board and the Okello Sunday, who wasn’t changed as it’s supposed to Yellow Telecom
Ltd as it was attested to by Ruth Kittambu, a Lawyer.
of Title Act enshrined in section53 where it is provided that a signature of a Registrar can
substitute a seal in certain cases. On the first issue of a certificate of title the seal of the office of
titles shall be impressed on the certificate together with the signature of the registrar and on the
entry thereon of every subsequent memorial that memorial shall be signed by the registrar and it
shall not be necessary to impress the seal on it.
CERTIFICATE C
Volume and folio numbers Block and plot number entered as 200 is an entry originating from
section (38) (6) of the RTA. This shall act as reference to folium and volume in the register book.
Proprietors’ names. Names entered show the individuals who have been the proprietors of the
land to the present proprietor.
Dates and instruments Date for the encumbrances Instrument numbers show the date upon
which a particular transaction was first carried on the land, for example when an encumbrance or
transfer was first entered on the land title.
The Registration of Tittles Act provides that effective date of registration; the duly registered
proprietor. Thus, subject to section 138(2), every certificate of title shall be deemed and taken to
be registered under this Act when the registrar has marked on it; the volume and folium of the
Register book in which it is entered or block and plot number of the land in respect of which that
certificate of title is to be registered.
The instruments are recorded according to order of occurrence. As per section 48 of the
Registration of Titles Act, every instrument, excepting a transfer, presented for registration may
be registered in the order of duplicate and shall be registered in the order of and from the time at
which the instrument is produced for the purpose, and instruments is produced for that purpose
and the instruments purporting to affect the same estate or interest shall not withstanding any
actual or constructive notice be entitled priority as between themselves according to the date of
registration and not according to the date of instrument.
Every instrument shall have to be registered in order to be effective in as far as passing any estate
or interest in any land under the operation of this Act or to render the land liable to any mortgage
as per section 54 of the Registration of titles Act.
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Date of lease agreement marks the beginning of the running of the lease. It is an essential entry
and it shows the date on which the lease is to operate or exist. The expressed period of time for
which the lease is to operate must be clearly set out and the events must be bound to happen. I.e.
the beginning and end before it takes effect. In most cases period starts running from the date of
making the agreement. In Lace vs. Chantler 1944 ALL ER305, the pursuer sublet a house to the
defender for a duration of the war during the Second World War. Court held, inter alia, that the
lease was void for uncertainty of duration at the time the purported lease agreement took place. It
was neither certain or ascertainable when the war would end.
Seal. The import and legal implication of a seal is that it presents the authenticity of the
document thereby sealed. According to section 5 of the Registration is top the effect that the
registrar shall cause to be kept a seal bearing the impression of the armorial ensigns of Uganda
and having inscribed in the margins the words ‘ Office of Titles, Uganda’ and all certificates of
title and other documents to be sealed and to be sealed with such seal and to be signed by the
registrar or by a deputy or assistant registrar or by a deputy or assistant registrar shall be
admissible as evidence without further proof.
Signature of registrar
of Title Act enshrined in section53 where it is provided that a signature of a Registrar can
substitute a seal in certain cases. On the first issue of a certificate of title the seal of the office of
titles shall be impressed on the certificate together with the signature of the registrar and on the
entry thereon of every subsequent memorial that memorial shall be signed by the registrar and it
shall not be necessary to impress the seal on it.
The implication of this provision is that such certificate and memorial shall be received in all
courts as conclusive evidence that the instrument has been registered; and all courts and persons
acting judicially shall take judicial notice of the seal and signature and shall presume that the seal
was properly impressed and that the signature was properly attached.
TASK 2
1. KYOBUTUNGI LIZA
2. MULUMBA MOHAMMED
3. BONGOMIN RACHEAL
4. SSEMIGANDA ROBERT
Simon Kaggwa, a Ugandan and Mark Jergens, a German national have been carrying on research
for some years and wish to start producing a wide range of pharmaceutical and women’s beauty
care products from herbal plants in Uganda. They grow these plants on Kaggwa’s land in
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Luweero District. Kaggwa and Jergens are the shareholders in M/s Marksim Herbals Ltd in
which Mark Jergens owns (58%) of the shares and Simon Kaggwa owns (42%). They have
decided that this company should buy (25) acres of land known as FREEHOLD REGISTER
VOLUME MKO 1788 FOLIO 23 PLOT 20 BLOCK 55 AT MUSAMYA in Buikwe District,
registered in the names ALLAN KASUJJA AND NANTONGO FELISTY OF P.O.BOX 1
KYAMBOGO.
i. Explain to them the practical steps which you will take in order to ensure that the
company lawfully buys and acquires a legal interest in this land.
They can own land in Uganda called leasehold tenure where there are terms and conditions of
which may be regulated by law to the exclusion of any contractual agreement reached between
the parties.
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.
Rule 12(2) further provides that an advocate shall not advise a client to enter into a transaction
which he knows a reasonable advocate would not advise them to enter as not being in their best
interests.
The client is required to carry out due diligence and specific inquires in order to ensure that the
various properties he intends to acquire are legally purchased. In case of any claim from any
persons, he would be able to raise the defence of bonafide purchaser for value without notice.
Particulars of the land
The intending purchaser should be availed with the particulars of the subject land in terms of
description. It must have a block and plot, who is registered on the title, location of the land, how
many acres etc.
The purpose of the particulars is to enable an intending purchaser 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 like those on the duplicate.
Uganda Broadcasting Corporation v Sinba K Ltd & Or’s
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 respondents. At
least she was on full notice. It appears that she actually was well aware of the fact that the
respondent was not the registered proprietor but she went ahead to buy the property anyway. She
cannot turn around and contend that she is an innocent purchaser for value without notice.
Search.
S. 201 of the Registration of Titles Act Cap 303 provides that any person may, on payment of
the fee for the time being payable in that behalf, inspect the Register Book during the hours and
upon the days of business.
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Subsection 2 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 for 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 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 prima facie proof of the original certificate of title.
In the case of Father Narsensio Begumisa and Ors v Erick Tibebaga SCCA No 17/2002.
Court opined that the purchaser must carry out all due diligence by cross checking the title at
hand /examine 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 certificates of title, conduct
a search at the land registry to confirm the particulars.
i. In regards to location, whether the cover page corresponds with part that provides for the
Block Number, County, District, and Plot Number.
ii. The purchaser should ensure that the seal and the stamp of the registrar of titles is valid.
iii. Easements on the physical land should be checked thoroughly in part I and the Deed plan
print.
iv. The signature of the purported vendor and name and other previous owners. The name of
the current owner should correspond with the vendor. Encumbrances on the title should
be brought to the attention of the client.
The procedure is that you write a formal/ordinary letter to the registrar of titles.
The fees payable on the application letter is 10,000 payables to URA under the Registration of
Titles (fees) (amendment) Rules 1998
Spousal consent.
Also, the intending purchaser should find out whether the land is subject to spousal consent or if
there are any equitable interests on the land.
Section 38A of the Act as amended gives every spouse security of occupancy on family land
which means a right of access to and a right of residence therein. It provides that every spouse
shall in every case have the right to use the family land and to give or withhold his or her consent
to any transaction referred to under section 39 which may affect his or her rights. Family land is
defined to mean land on which is situated the ordinary residence of a family and inclusive of
where the family derives sustenance.
Section 39 (1) of the Land Act Cap. 227 as amended by the Land Amendment Act No. 1 of
2004 prohibits the mortgaging of family land except with the prior consent of a spouse.
Alice Okirol vs. Global Capital Save 2004 Limited HCCS No. 149/2010 where it was held
that the requirement for spousal consent is intended to provide security of occupancy on family
land unless a spouse consents to doing away with it. That in the absence of written spousal
consent to mortgaging the property in issue for the amount stated in the mortgage, the mortgage
created over it is void
Since the land is family land then consent of spouse must be availed in writing.
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Physical visit and opening of boundaries

The person must verify the authenticity of the certificate of title presented by the vendor. This is
because the registry of land is authorised 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 itself contains the words ‘special certificate’
A certificate of title must contain the particulars of the land that correspond with the ground. It is
therefore important for the intending purchaser to cause a boundary opening to confirm whether
the boundaries are in tandem/ consistent with the particulars of the land. This is important in case
of fraud and also where there is a mistake/error on the title.
Fr. Nascensio Begumisa v Eric Tibebaga supra
The appellants pleaded that they were rightful customary owners of the suit land, which was
different from, and was located about 2-3 kilometres away from the land described in the
certificate of title. Court found that Block 53 Plot 9 was in Masya parish, and that the suit land
was not surveyed, and that it was located in Block 59 in Kijubwe parish. Court held that the
significance of that evidence lies in the elementary principle of the land registration system under
the RTA, namely that a certificate of title relates to only one parcel of land.
Therefore, an intending purchaser should undertake a physical visit to the land /physical search
to ensure that the particulars of the title reflect onto the land otherwise regarded as boundary
opening. One ought to discover the following;
i. What is on the land?
ii. Inquiry from the locals, local authority to ensure that the land is in the intended leasers
name
Check with the planning Authority and find out the use under which that land is put. It may be a
road reserve. S. 3 of the Physical Planning Act, the whole of Uganda is a planning area. S. 33
of the act provides that a person cannot carry out a project within a planning area without
obtaining development permission from the physical planning committee.
Check with NEMA whether such land is put under use by the authority; such land may be
declared on wet land.
The client wants to establish a beef processing plant in the area. He needs to find out whether
such project can be situated in that area. He will also be required to get an environment impact
assessment in respect of the beef processing plant under S. 19 and 20 of the National
Environment Act Cap 153. Under the third schedule to the Act abattoirs and meat-processing
plants require environment impact assessment.
Consult a surveyor in clarifying and verifying the dimensions, measurements etc on the land in
question to be very sure of what your client is going to buy. S. 2 of the Survey Act Cap 212
provides that the commissioner of lands and surveys at any time may authorize the carrying out
of any topographical survey or of any other survey specifying the local limits of the area
affected. S. 149 RTA, the registrar may require a physical survey of the land.
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The purchaser should further find out third party rights (equitable interests) in the land such as
leases, bonafide occupants among others.
It was further stated in David Sejjaka Nalima —Vs- Rebecca Musoke, SCCA No. 12/85 that
where a party abstains from making inquires for fear of learning the truth about a property he is
purchasing, that party may be found not to be a bona fide purchaser for value and fraud may be
properly ascribed to him
Kampala District Land Board v National Housing and Construction Corporation CA. No.
2 of 2004 where it was held that a bonafide occupant was given security of tenure and his interest
could not be alienated except as provided for by the law.
The question of conducting a search is further discussed in Uganda Posts and
Telecommunications v Lutaaya CA 36/1995 where Court held that the mere search on the
register is not enough. The person ought to inquire beyond the register. That the law is very clear
that if a person purchases an estate which he knows to be in the occupation of another other than
the vendor he is bound by all the equities which the parties in such occupation may have in the
land.
Sir John Bagaire v Ausi Matovu CACA No. 7 of 1996 at page 26 Court emphasized that it is
vital to carry out a search as due diligence to establish ownership before purchase. It was held
that “lands are not vegetables that are bought from unknown sellers. Lands are valuable
properties and buyers are expected to make thorough investigations not only of the land but of
the seller before purchaser”
S.3(5) of Land Act defines a lease as a form of tenure under which a landlord grants or is
deemed to grant exclusive possession of the land. Thus, exclusive possession is the most
important consideration of a lease and is what distinguishes a lease from a mere license.
In Street v Montford [1985] 2 ALL ER 289; The test whether an occupancy of residential
accommodation was a tenancy or a licence was whether, on the true construction of the
agreement, the occupier had been granted exclusive possession of the accommodation for a fixed
or periodic term at a stated rent, and unless special circumstances existed which negatived the
presumption of a tenancy …a tenancy arose whenever there was a grant of exclusive possession
for a fixed or periodic term at a stated rent.
According to Article 26 of the Constitution of The Republic of Uganda provides that “Every
person has a right to own property either individually or in association with others.”
Art 237 (1) of the constitution of the Republic of Uganda, 1995 provides that land in Uganda
belongs to the citizens of Uganda and shall rest in accordance with the lad tenure system
provided for in this constitution.
Art 237(3) of the Constitution 1995 provides that land in Uganda shall be owned in accordance
with following land tenure systems.
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a) Customary
b) Freehold
c) Mailo and
d) Leasehold.
Art 237 (2)(c) of the Constitution, 1995 provides notwithstanding clause (1) of this article, non
citizens may acquire leases in land in accordance with the laws prescribed by parliament and the
laws so prescribed shall define a non-citizen for the purposes of this paragraph.
Section 40(1) of the land Act Supra, provides that subject to article 237 (2) (c) of the
constitution, a non citizen may acquire a lease in land in accordance with this section.
Section 40 (2) of the land Act stipulates that a lease of five years or more acquired by a non
citizen shall be registered in accordance with the registration of titles Act
Section 40 (3) of the land Act provides that a non citizen shall not be granted a lease exceeding
ninety-nine years
Section 40 (3) of the land act provides that subjects to the other provisions of this section, a non
citizen shall not a… or hold mailo or freehold land.
Section 40(7) (a) of the land Act provides that ―non citizen means a person who is not a
citizen of Uganda a defined by: constitution and the citizenship Act.
Section 40(8) (a) (b) stipulates in the case of companies with shares, the majority shares are held
by persons who are not citizens; and in the case of companies without shares, a company in
which decisions are arrived at by the majority who are not citizens,
When a company’s biggest shares belong to a non-citizen then it will be considered to be a non-
citizen company and will have to acquire a leasehold tenure
S. 3 (5(a) of the Land Act provides that (a) Leasehold tenure is a form of tenure created either
by contract or by operation of law. The parties can therefore enter into a lease agreement
A lease can be created over registered land. S. 101 of the RTA provides that the proprietor of any
freehold or mailo land under the operation of this Act may, subject to any law or agreement for
the time being in force, lease that land for any term exceeding three years by signing a lease of it
in the form in the Eighth Schedule to this Act.
Execution of a lease agreement.
Having carried out due diligence and inquiries, the parties should execute a lease agreement for
the parcel of land.and it should be as provided in the eighth (8th) Schedule
In every lease there are implied covenants against the lessee as laid out in S. 102 of the RTA
which include; payment of rent, keeping leased property in good and tenantable repair.
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There are also implied powers of the lessor under S. 103 of the RTA which include; power to
enter and view the state of the property and power to re enter and take possession in case of
breach of any covenant.
Registration;
Sect 40 (2) of the land Act stipulates that a lease of five years or more acquired by a non citizen
shall be registered in accordance with the Registration of Titles Act
In order to acquire a legal interest, the lease should be registered. S. 54 of the RTA provides that
that no estate or interest in land can be created or transferred by an unregistered instrument and
that no land can be made liable to the covenants in an unregistered instrument.
An unregistered lease at common law operates as contract, in equity, it is an equitable lease
because equity looks at that as done which ought to be done. While a legal interest is one created
in a deed.
Executing a transfer instrument
An interest in registered land can only pass upon execution and registration of a proper
instrument. S. 54 RTA, Mustafa Ndigejjerawa v Kizito where Ainley.J gave his judgment that
“… No document or instrument can be registered unless it fulfils the requirements, and no
instrument (however perfectly it fulfils the statutory requirements) is effectual to transfer any
interest in land unless it has been registered…”
The proper instrument for purposes of registration is a transfer form provided for under S. 92
which must be in the form set out in the RTA, should be properly executed by the parties and
must be duly attested by the legally designated persons.
Section 105 of the RTA provides in every transfer of a lease made under this Act ,and in every
transfer of a grant for years, there shall be implied a covenants 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
nonobservance of the covenants or any of them.
FREDRICK J.K. ZAABWE v ORIENT BANK LTD HELD. Per KATUREEBE, JSC.
In my view, the rationale behind section 148 requiring a signature to be in Latin character must
be to make clear to everybody receiving that document as to who the signatory is so that it can
also be ascertained whether he had the authority or capacity to sign. When the witness attesting
to a signature merely scribbles a signature, without giving his name or capacity, how would the
Registrar or anyone else ascertain that that witness had capacity to witness in terms of section
147 of the Registration of Titles Act? Held that where the signatures to a mortgage are not in
Latin character, the mortgage is not valid
13
The attesting witness must sign the transfer instrument having witnessed the transferor of
transferee sign.
Where the transferor or transferee is illiterate, the attesting witness must execute a certificate of
attestation. This is to certify and confirm that the contents were understood. Section 3 of the
Illiterate Protection Act (Cap) 78 of the Laws of Uganda 2000, enjoins any person who writes
a document for or at the request or on behalf of an illiterate person to write in the jurat of the said
document his/her true and full address. This shall imply that he/she was instructed to write the
document by the person for whom it purports to have been written and it fully and correctly
represents his/her instructions and to state therein that it was read over and explained to him or
her who appeared to have understood it.
S. 92 of the Registration of Titles Act Cap 230 provides that the proprietor of land may transfer
the same in one of the forms of transfer in the Seventh Schedule to the Act.
The transfer form shall be accompanied by the consent to transfer form in respect of Property
Under Regulation 92 of the Land Regulations 2004 (1) A lessee shall not assign or sub-let land
leased out of former public land without the prior written consent of a board or the commission
(2) Transfers, assignment, leases or sub-leases in respect of registered land shall comply with the
requirements in Form 53 specified in the First schedule to these Regulations.
Therefore, the parties should execute a transfer instrument, sign it and have it attested.
Valuation and stamp duty

A transfer instrument is incapable of being effectively registered unless the requisite stamp duty
is duly paid. Valuation for purposes of payment of stamp duty is done by the chief government
valuer who certifies the amount payable by the transfer and its usually 1.5% of the whole
consideration as per Stamps (Amendment) Act 2016.
HOUSING FINANCE BANK V EDWARD MUSIISI
Held; The stamp duty for the agreement of sale had not been paid in accordance with section 42
of the Stamps Act (now32 of Stamp Duty Act 2014.) That notwithstanding the land could not be
transferred into the names of the buyer without paying the stamp duty and other taxes connected
with land transfers.
It’s a requirement of the law that the intending transferee discloses the consideration paid in the
transfer instrument and consent form and any under valuation of the property by the transferee
may amount to fraud if it was intended to defraud government of its revenue.
WAKANYIRA GEORGE DAVID v KAVUYA BEN
Counsel for the plaintiff further referred to a decision of Justice Alfred Karokoora (J. as he then
was) in the case of Samuel Kizito Mubiru & Another vs G.W. Byansiba & Another [1985]
HCB 106, where he held that by Public Policy any transaction designed to defraud the
Government of its revenue is illegal.
Held Per Hon. Mr. Justice Geoffrey Kiryabwire
14
―I find that there is a difference between not paying stamp duty on a sale agreement and not
paying stamp duty on a transfer form. There is no doubt that by failing to pay due tax is contrary
to public policy. In attacking which document should be scrutinized I think it should be the
transfer form. This present case should be distinguished from the Mubiru case (Supra) because
in that case the plaintiff sought protection in a land transaction that he was a bona fide
purchaser for value without notice. However, the Judge in that case rightly pointed out that you
cannot be a bona fide purchaser if you do not pay Government tax‖
The transferee must also pay registration fees which is payable to the local authority.
Filing of documents.
Upon payment of the requisite fees the transferee has to submit the duplicate certificate of title,
signed transfer forms, photographs and valid identification with evidence of payments which
must be paid in the relevant land registry. The land office normally checks the submitted
documents, passes them if they are competent, gives them or allocates an instrument number
where after will be effected in the names of the transferee.
Also, on lodging the documents, the registration fee should be paid as provided for under the
second schedule of RTA which is 10,000/= for each of the documents, that is Property A and B.
S. 92(2) of the RTA provides that upon registration of the transfer, the estate and interest of the
proprietor shall pass to the transferee and the transferee shall thereupon become the proprietor
thereof.
Upon registration a person whose name appears in the title is deemed to be a registered
proprietor. S. 59 RTA
DDUNGU LILLIAN v MARC WIDMER & ANOTHER
HELD
Where a duly registered proprietor exists, as is the case presently, the certificate of title is
conclusive evidence of ownership and therefore no further proof of ownership is required save
for where there are allegations of fraud.
Therefore, any purchaser of land under the Torrens system must be diligent to follow the above
steps in order to acquire a valid title (legal interest) that cannot be impeached in light of the
defence of bonafide purchaser for value without notice.
Therefore, in order to secure a legal interest for Mudde, the above procedure should be followed
to ensure an effective transfer of the land from the two proprietors
The following steps should be undertaken in order for them to acquire a lease in the land.
Step 1
Applicant must have in possession the following;
i) The Land transfer forms as provided in Section 92 of the Registration of the Titles Act Cap
230., the lease agreement and Form for lease.
ii) A photocopy of duplicate certificate of title
iii) Two (2) authentic passport photos of both buyer and seller
iv) Lease agreement
v) A Registered Board Resolution of the Company Director(s) of M/s Marksim Herbals Ltd
15
vi) Consent to transfer forms. Form 53 Land Regulations 2004 first schedule.
Step 2
i) The 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%
ii) The applicant checks after 3 working days to collect assessment forms
Step 3
i) Pay Stamp duty and Registration fees in the bank and get a receipt and transfer forms
embossed by Uganda Revenue Authority after the valuation of the land by the government valuer
ii) Transfer form should be embossed with a sticker by Uganda Revenue Authority
iii) Pay Registration fees at Land Registry 10,000/= for an individual
Step 4
i) Submit all documents together with duplicate Certificates of title, Receipts and Photocopies of
all documents
ii) Photocopy of the transfer forms, stamped and Received to the office of Titles.
iii) The registrar will Cancel the name of the registered proprietor and enter the new name in the
Registration book.
iv) The Applicant is asked to check after 10 working days to collect the title
Inconclusion order for the company to have a legal interest in the land I will make sure I under
go the above procedure to register the lease in the land for the company.
(ii) Supposing that Kaggwa and Jergens decided that the company should instead buy 10
acres out the 25 acres, what steps would you take?
Simon Kaggwa and Mark Jergens will on behalf of Ms Marksim Herbals Ltd (which will hence
fourth be referred to as the company) apply to the land registrar of Buikwe District for
subdivision of FREE HOLD REGISTER VOLUME MKO 1788 folio 23 PLOT 20 Block 55 at
MUSAMYA IN BUIKWE DISTRICT, Registered in the names ALLAN KASUJJA AND
NANTONGO FELISTY OF P O BOX 1 KYAMBOGO.
This is subject to Regulation 39(a) & (c) of the Land Regulations, 2004 which provides that
where there is a sub-division of a registered parcel; the parent parcel shall retain the old PIN and
new PIN assigned to the new parcel; the sub-division shall be recorded in Form 28 specified in
the first schedule to these Regulations.
Sub-division is done by filing mutation forms.
16
Upon sub-dividing the parent parcel of land, the company will seek services of a land surveyor in
Buikwe district land Commissioner to mark the boundaries of their 10 acres and demarcate the
said land. This is subject to Section 25 of the Surveyors Act Cap. 232, which states that a
Government surveyor shall after making such inquiry as he/she thinks fit determine and mark out
the boundaries of the land and may, subject to all rules lawfully made for that purpose, cause
boundary marks of such materials in such number and such manner as he/she thinks fit to be
erected but the determination of any such boundary by the surveyor shall not debar any person
from any legal remedy he/she would otherwise have for disputing the boundary or establishing
any other boundary.
Pursuant to Article 241(c) of the Constitution of Uganda, 1995, some of the functions of the
district land board is to deal with all other matters connected with land in the district in
accordance with laws made by Parliament. Therefore, Ms Marksim Herbal Ltd can acquire
services of a land surveyor from the Buikwe district land Commissioner.
However, a private surveyor can also be used because Justice Stephen Mubiru in Adrabo v.
Madira (Civil Suit 2013/24) [2017], noted that the delineations of property boundaries by field
surveys must be approved by a public office. Any parcel identifier system can only work if one
agency has the sole authority for assigning identifiers.
Upon completion of the survey, the company will acquire a survey report from Buikwe land
commissioner. This extraction of the survey report will conform the dimensions, size and
location of the property or the 10 acres. In Yoweri Bamugisha & Sons v. Bundibugyo District
Land Board & Ors 2006, Justice Owing Dollo (as he then was) held that the evidence of the
plaintiffs, in terms of occupation of the suit land for over 10 years under Bataka customary land
holding practices in respect of grazing herds of cattle in that area, was corroborated by the
defendants who tendered survey report confirming the prolonged duration of the occupation of
the plaintiffs in the suit land. Therefore, the company has to get her 10 acres surveyed so that
they can demarcate their portion.
Upon acquiring a survey report, the company will create a deed plan basing on that survey
report. Section 150 of the Registration of Titles Act Cap. 230, requires that for surveys to be
authentic, they must have been carried out in accordance with the requirements of the
Commissioner of lands and surveys, and no plans shall be accepted by the registrar unless they
have been authenticated by the signature of the Commissioner of lands and surveys or someone
authorized by him/her in writing. Therefore, M/S Marksim Herbals Ltd surveyor must put his
signature as the authorized surveyor under the law and meets the registration of Surveyor’s
Registration Act Cap 275 rules.
The survey report must also show measurements reflected to be in conformity with the
description of size and location of the actual property, therein the 10 acres.
17
This is because in Adrabo v. Madira (Civil Suit 2013/24) [2017], Justice Stephen Mubiru
rejected the plaintiff’s survey report as the surveyors who conducted marking of boundaries in
respect of suit land did neither indicate their names nor append their signatures on the report.
Court also noted that the purpose of a deed plan as to capture Plot number, provide information
about the file which caused the survey and provides reference of a map sheets where the
surveyed land falls.
Upon acquiring the deed plan, the Company shall submit/ deposit the deed plan to the Land
Registrar in Buikwe District. Section 152 Registration of Titles Act Cap 230 empowers
proprietors subdividing land to deposit a plan with registrar.
Then the company will attach the new deed plan to the parent parcel of Freehold Rregister MKO
1788 FOLIO 23 PLOT 20 Block 55 AT MUSAMYA IN BUIKWE District pursuant to
Regulation 39(a) of the Land Regulations, 2004 which provides that upon sub-division of the
registered parcel, the parent parcel shall return the old PIN and new PIN assigned to the new
parcel. In addition, PIN means Parcel Identification Number, which shall include the codes of
district, county, Sub County, parish and village as stipulated under Regulation 2 of the Land
Regulations, 2004.
The Company should carryout issuance of certificate of title of the new parcel in their names as
the registered proprietor of the land, the parent parcel therein. According to Section 154(1)
Registration of Titles Act Cap 230, the Registrar is empowered to issue out the certificate of
title in respect of sub-divided piece of land with everything currently on this land, referred to as
abuttals in the Act. Therefore, Kaggwa and Jergens will make an application to the commissioner
for issuance of her certificate of title including all the abuttals on the land which include, any
buildings, wall, fence, surveyed land, among others. However, these abuttals mentioned in the
certificate of title shall not be deemed to give title to the abuttal or be evidence of the title of
Kaggwa and Jergens described as the owners of the land as stipulated under Section 155 of the
Registration of Titles Act Cap 230.
Further, the company will ask Allan KASUJJA and Nantongo felisty as owners of the property to
execute transfer forms for their new parcel from the parent parcel,
Ms Marksim Herbal Ltd will be required to obtain the transfer form of the 10 acres, where they
will sign the transfer form and Allan KASUJJA and Nantongo felisty will then counter sign on
the same transfer form. Pursuant to Section 92(1) of the RTA, which stipulates that the
proprietor of the land may transfer any interest by a transfer in one of the forms in the Seventh
Schedule to this Act.
The Company shall then register the transfer forms upon payment of the prescribed fees in
respect of the new parcel of land. This is pursuant to Section 54 of the Registration of Titles
Act Cap 230 which is to the effect that no instrument shall be effectual until registered by the
18
Registrar. Therefore, Ms Marksim Herbal Ltd shall have to first register the transfer form with
the Commissioner of land in Buikwe.
This is also pursuant of Section 3 of the Registration of Documents Act Cap 81 which
provides that the registrar shall register documents presented to him/her in the prescribed form
on payment of the prescribed fee.
Similarly, Section 92(1) of the RTA also stipulates that the proprietor of land or of a lease or
mortgage or of any estate, right or interest therein respectively may transfer in one of the forms
in the seventh schedule of this Act …
and hence powers and privileges belonging or appertaining thereto, shall pass to the
Ms Marksim Herbal Ltd and the company shall thereupon become the proprietor thereof and be
liable for all liabilities to which Allan KASUJJA and Nantongo felisty would have been liable.
In the case of Ndigejjerawa v. Kizito & Sabane Kubulwawmana (1953) 7 ULR 31, where the
Registrar had refused to accept either of their documents until when they were submitted in the
correct form. Court noted that neither of the parties could be regarded as the legitimate owners
the suit land until their documents had been accepted by the Registrar.
The Company shall then apply for issuance of her certificate of title upon satisfactorily fulfilling
all the necessary documents and statutory requirements as deemed fit by the Commissioner of
Lands in Buikwe District. Similarly, Section 91 of the Registration of Titles Act Cap 230
provides that any certificate issued by the Commissioner upon the granting of any application
shall be issued and registered in the manner prescribed by Section 37and the person named in the
certificate shall become the registered proprietor of that land. This certificate shall also be dated
the date of granting the application by the Commissioner as per Subsection 2 of the Act. Subject
to Section 37 of the Registration of Titles Act, the Registrar shall register Ms Marksim Herbals
Ltd certificate in the Register book in the company names original names as conclusive evidence
that their company is the registered proprietor of the 10 acres as per Section 59 of the
Registration of Titles Act. In the case of Abdul Karim v. Kabarebe & Ors (1991), Court held
that a certificate of title issued under RTA is conclusive evidence that the person named in the
title is the registered proprietor seized with the interest in the title.
(iii) I would advise Simon and Mark to take termination of a lease by surrender as their
best course of action.
Section 108 of the Registration of Titles Act, Cap. 230 provides for the fact that a lease may be
surrendered by endorsement.
A lease under this Act may be surrendered and determined, as well by operation of law or under
any Act now or hereafter to be in force relating to bankrupts and their estates, as by the word
“Surrendered” with the date being endorsed upon the lease or on the duplicate of the lease, if
19
any, and signed by the lessee or his or her transferee and by the lessor or his or her transferee and
attested by a witness.
The registrar shall enter in the Register Book a memorandum recording the date of such
surrender, and shall likewise endorse upon the duplicate, if any, a memorandum recording the
fact of the entry having been made.
Upon such entry in the Register Book the estate and interest of the lessee 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 expectant on the term; and production of such lease or duplicate, if any,
bearing the endorsement and memorandum shall be sufficient evidence that the lease has been
legally surrendered.
Notwithstanding any other provision of this section, no lease subject to a mortgage shall be
surrendered under this section without the consent in writing of the proprietor of that lease.
And it should be taken into consideration the fact that once the lease is terminated by surrender
the Lessor is not in any way meant to pay back the lessee any money for the loss or anything that
may have been left on the land. Therefore, Simon and Mark cannot be paid the one billion
Uganda shillings since they would be surrendering the land on their own free will.
(iv) Supposing that in respect of the ‘Certificate of title’, the lessee constructed the building
with approval of the lessor and obtained the occupation permit but subsequently desired to
convert the building into a restaurant and guest house, What steps would you take to
ensure that he does so lawfully?
Variation of the lease
Under Section 105 of the registration of titles act, the transferee is obligated in every transfer
of the lease to perform and observe all the covenants contained in the lease and indemnify and
keep harmless the transferor and his representatives against all actions, suits, claims and
expenses in respect of non-payment of rent or breach or non observance of the covenants or any
of them. The section obligates the transferee to perform and observe all the covenants contained
in the lease. This means that the transferor’s consent has to be sought if the transferee wishes to
alter or vary the covenants contained in the lease.
The steps I would take to lawfully vary the lease terms are as follows;
(a) I would with the consent of the lessor enter into a new agreement to vary the terms of the
lease in order to enable yellow telecom limited alter the purpose on which the lease was
based. The lease on certificate of title B was meant for purposes none other than
residential. Clause 2 (d) of the lease agreement requires prior written consent of the lessor
20
to change the purpose on which the lease was based. Therefore I would seek the lessor
consent to change the purpose of the lease from residential to commercial purpose since
yellow telecom limited wants to venture into the business of a restaurant and
accommodation business.
(b) Secondly, I would seek for permission from the physical planning committee of the
district to carry out the said developments. Section 33(1) of the physical planning Act of
2010 as amended requires person to first obtain development permission from the
physical planning committee in order for the person to go ahead and carry out the
development within the planning area. The application for development permission is in
the form P.P.A 1 in the 6th schedule to the physical planning act 2010.
(c) After the requisite permission has been obtained, the variation deed will be drafted and
registered in accordance with section 54 of the registration of titles Act. The section is to
the effect that no instrument until registered is effectual to pass any estate or interest in
the land under the registration of titles Act. The required fees for registration of the
variation deed as stipulated under item 22 of the 22nd schedule is UGX. 10,000/=
Thereafter, I will proceed and register the variation deed. When registering a variation deed
the process for registration is as follows;
(1) The applicant must have in his or her possession a letter of approval from national
physical planning board and the controlling authority for the variation of the lease, a
duplicate certificate of title and two passport photographs.
(2) The applicant presents the documents to the department of land administration for
assessment of the revised ground rent and premium per annum and collects the
documents after 3 working days for confirmation of the assessment. The department of
land administration is under the Ministry of lands, housing and urban development.
(3) The department of land administration forwards the documents to the office of titles for
drafting of the variation deed.
(4) The applicant collects the variation deed after five working days and takes it for payment
of stamp duty, registration fees and variation fees. The amount of stamp duty stipulated in
the stamp duty act is UGX 5000/=, the registration fees which is UGX 10,000 as
stipulated under item 22 of the 22nd schedule and the variation fees of UGX 20,000/=
(5) The applicant returns the embossed documents dated, signed and sealed by the
chairperson and secretary of the controlling authority (Kampala District Land Board) and
the land owner. A photocopy of all documents is also submitted and stamped received
and returned to the applicant
(6) The applicant checks after seven working days to collect the completed duplicate
certificate of title.
21
DRAFT OF THE VARIATION DEED

THE REPUBLIC OF UGANDA
THE REGISTRATION OF TITLES ACT CAP 230
LEASEHOLD REGISTER VOLUME 340 FOLIO 6
KNOWN AS PLOT 6A BLOCK CHURCH ROAD
MBUYA, KAMPALA DISTRICT
VARIATION DEED
THIS VARIATION OF LEASE made this 6th of December 2021 between KAMPALA
DISTRICT LAND BOARD ( hereinafter referred to as the lessor and having their address as
Kampala Capital City Authority) AND YELLOW TELECOM LIMITED P.O BOX 7512
KAMPALA ( hereinafter referred to as the lessee).
WHEREAS Kampala Capital City Authority did on the 21 st of February 2018 lease the land
situated at plot 6A Mbuya, Kampala of register volume 340 folio 6 to yellow telecom limited
P.O BOX 7512 Kampala for 49 years commencing on the 30 th of October 2020 which lease was
registered under instrument number 0075318.
The lessor and lessee have agreed to change the lease from date execution herein in
consideration of the considerations and covenants hereafter set.
NOW THIS VARIATION OF THE LEASE DEED WITNESSETH AS FOLLOWS;
That the lease registered on the 30th of October 2020 for purposes of non other than residential is
hereby varied and changed to commercial purpose commencing on the date of the execution of
this variation deed.
That the lessee pay during the said yearly rent of UGX 711,000/= payable by two equal half
yearly payments in advance on the first day of January and the first day of July in every year.
That the rent shall be received and revised every 10 years from the date of this deed to during in
time with the going rate of rents of properties in similar locations on the date of revision.
That the parties are unable to agree on the rate of revision, the value shall be set by the
government valuer or any other qualified, licensed and practicing valuer agreed to by the parties
and costs of the service shall be shared equally by both parties.
IN WITNESS WHEREOF OF THE PARTIES HERETO have affixed their respective
signatures, dates, month and year first above written.
Signed by the said ………………………
(Secretary and Chairperson)
22
Kampala District Land Board
In the presence of
The General Manager
……………………………………….
Yellow Telecom Ltd
Drawn and filed by

C1 & CO, ADVOCATES
IST FLOOR RWENZORI COURTS
P.O BOX 7117
KAMPALA
Part C (I) TASK 3

1. BALWANA JOHN BALWANA
2. MURUNGI PATRICK
3. NAMUBIRU MARIAM NSEMERE
4. KAMUKAMA LAURA SEMUGA
Musoke Daniel should first terminate the sublease and then terminate the tenancies.
A sublease is provided for under S. 109 RTA which states that a lessee can sublet for a term not
less than three years.
Termination of leases.
Leases may be terminated by forfeiture, effluxion of time, notice, surrender and merger.
Effluxion of time
At common law, a lease for a fixed term automatically terminates when the period expires. There
is no requirement for either party to serve notice of termination unless their lease agreement
expressly says so.
Notice to quit.
A lease for a fixed period cannot be terminated by notice by either party unless the right to
terminate is expressly reserved in the lease or in the event of breach of a term, which entitles
23
either party to terminate the lease. 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 one week’s notice, a
monthly tenancy by one month’s notice and a quarterly tenancy by three month’s notice. The
exception to this rule is a yearly tenancy which is terminable by six months notice.
In Rukandema v Kabale Town Council CA No. MKA 10 of 1985, Karokora JSC held that a
yearly tenancy is terminable by notice of atleast six months expiring at the end of a full period.
He stated; the law governing dtermination of yearly tenancy is spelt out by R. E. Megarry QC &
Wade in The Law of Real Property 3rd ed at page 641 “ a yearly tenancy may be determined by
such notice and a t such time as the parties agree. See Allison v Scorgall (1920) 3 KB 443. In
default of such agreement, it can be determined by atleast half a year’s notice expiring at the end
of a completed year of tenancy.”
Surrender;
Surrender occurs before the expiration of the lease, the lessee gives up possession of the land to
the lessor. Once the lessor accepts possession the lease merges with the reversion and is thereby
terminated. Surrender may be by express agreement of the parties, operation of law or statutory
provision.
S. 108 RTA provides that Lease may be surrendered by endorsement. (1) A lease under this Act
may be surrendered and determined, as well by operation of law or under any Act now or
hereafter to be in force relating to bankrupts and their estates, as by the word “Surrendered” with
the date being endorsed upon the lease or on the duplicate of the lease, if any, and signed by the
lessee or his or her transferee and by the lessor or his or her transferee and attested by a witness.
(2) The registrar shall enter in the Register Book a memorandum recording the date of such
surrender, and shall likewise endorse upon the duplicate, if any, a memorandum recording the
fact of the entry having been made. (3) Upon such entry in the Register Book the estate and
interest of the lessee 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 expectant on the term; and
production of such lease or duplicate, if any, bearing the endorsement and memorandum shall be
sufficient evidence that the lease has been legally surrendered.
Merger
According to Megarry supra, merger is the counterpart of surrender. Under a surrender, the land
lord acquires the lease, whereas merger is the consequence of the tenant retaining the lease and
acquiring the reversion or of a third party acquiring both lease and reversion.
Forfeiture
24
This is the re-entry by the landlord for breach of covenant that entitles the landlord to terminate
the lease. This is provided for under S. 103(b) RTA. In Kasaja v Registrar of Titles MA 51 of
1993, it was held that forfeiture is only manifested by actual physical re-entry or by the
commencement of an action for repossession.
Termination of a sublease;
S. 112 RTA provides that Provisions as to leases to apply to subleases.
(1) The provisions of this Act affecting leases, lessors and lessees shall apply to subleases,
sublessors and sublessees with such modifications and exceptions as the difference between a
lease and sublease, and in the mode of registration of each require; and the entries of recovery of
possession and of surrender provided for by sections 106 and 108 shall, in the case of a sublease,
be made on the sublease and on the lease, and not in the Register Book; and the memorandum
directed by section 108 to be endorsed on the duplicate shall be written across the entry of such
sublease in the Sublease Register; and in case of a surrender evidenced by a separate document,
that document shall be annexed to the original sublease. (2) If the lease is determined by
forfeiture or operation of law or by surrender under any Act
relating to bankrupts and their estates, that determination or surrender shall determine the
sublease.
In the particular facts, there is a sublease of 5 years registered as an encumberance to the lease.
On purchase of the Lease Musoke holds the lease subject to the sublease. Since the sublease is
for a fixed term, it cannot be terminated by notice. The available option is surrender. Musoke
should enter into an agreement with M/s City Pediatricians Ltd. for surrender of their sublease
The rest of the persons in occupation are periodical tenants whose tenancies can be determined
by a notice to quit.
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 for six
months. What right would Musoke have against M/S City Pediatricians Ltd?
The default of rent by M/S City Pediatricians Ltd gives Musoke, the land lord a right to apply for
an order for distress for rent. Section 2 of the Distress for rent (Bailiffs) Act states that no person,
other than a landlord in person, his or her attorney or the legal owner of a reversion, shall act as
balliff 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 certificate may be general or
apply to a particular distress or distresses1.
1 Distress for Rent (Balliffs) Act Chapter 76, section 2
25
Section 98 of the Civil Procedure Act gives Court inherent powers, it states that nothing in this
Act shall be deemed to limit or otherwise affect the inherent powers of the Court to make such
orders as may seem necessary for the ends of justice or to prevent abuse of the process of Court 2.
The application for an order for distress for rent shall be made by way of notice of motion
according to the Civil Procedure Rules SI 71-1 order 52 rule 1 and supported by an affidavit
provided for in rule 2 of the same order. The application is made to the Magistrates Courts only,
section 1(b) of the Distress for Rent (Balliffs) Act states that a certifying officer means a Chief
Magistrate and a Magistrate grade 13.
After application, this proceedings are done exparte, in the case of Kiwanuka & anor v Franco &
others were it was held that the application to Court for an order of distress should be made
exparte and without notice to the tenant 4. The rationale behind this practice is to prevent the
tenant from running away hence they are not given notice or called to Court during proceedings.
The Magistrate or Chief Magistrate may order that the landlord takes into his possession chattels
of his or her tenant but however, they are to also be given an order to allow for the property to be
sold, in the case of Uganda Motors Ltd v Wava Holdings Ltd, it was stated that the Land lord has
no power to sell without judicial order5. This sale of distressed property is done by a certified
balliff who obtains best net price for the goods and hands back surplus to the tenant after
finishing the outstanding arrears.
In conclusion, Musoke can apply for an order for distress for rent and it does not matter that the
contract between the tenant and land lord expired after three years and has not been renewed, the
Court shall look at the conduct of the parties which is that M/S City Pediatricians Ltd continue to
occupy the building and Musoke still expects rent from them to act as proof of existence of a
contract up till today. In the case of Reveille Independent LLC v Anotech International UK Ltd
states that any offer or contract can become binding by virtue of a party’s acceptance by
conduct6.
PART D
1. CHELANGAT RACHEAL
2. TUMUHIMBISE FORTUNATE
3. MUHANGUZI COPAN CLEOPAN
4. BAIDHAWA JANNAT
(i) What remedies would the lessor have and what steps to take in order to enforce the
remedies?
The remedies available to a landlord (lessor) against a defaulting tenant include;
2 The Civil Procedure Act Chapter, section 98

3 Distress for Rent (Balliffs) Act Chapter 76, section 1
4 Kiwanuka & anor v Franco & others Misc Application no. 2763 of 2014 (2015)
5Uganda Motors Ltd v Wava Holdings Ltd CA 19/1991
6 Reveille Independent LLC v Anotech International UK Ltd[2015] EWHC 726 (Comm)
26
a) Suing the tenant to recover the rent under Order. 36 of the Civil Procedure Rules.
b) Distress for rent for purposes of only recovering the rent.
Distress for rent.
The Distress for Rent (Bailiffs) Act Cap 76 under section 2 provides that “No person, other
than a landlord in person, his or her attorney or the legal owner of a reversion, shall act as bailiff
to levy any distress for rent unless he or she shall be authorized to act as 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”. Therefore, distress must be carried out by the landlord in
person, by a lawyer, or by a duly licensed bailiff. It is only when the landlord seeks to distress for
rent through someone else who is not either his attorney or legal representative that a certificate
will be necessary.
It was held in Yoka Rubber Industries Ltd v The Diamond Trust Properties Ltd HCT-00-
CC-CS-0685-2006 that though the right to distress for rent is a common law right and it is to be
effected The Distress for Rent (Bailiffs) Act Cap 76. Other than a registered or certified bailiff
the only persons authorized to distress for rent are firstly a landlord in person; secondly an
attorney of the landlord and thirdly an owner of a reversion
According to Principles of Land Law in Uganda by T Mugambwa pg. 105 distress for rent is
a common-law self-help remedy by which 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, the remedy depends on the existence of the landlord tenant relationship. In Male
Mabirizi and Anor v 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 landlord and tenant between the parties; notwithstanding that the former tenant is
still in possession. Similarly, in Souza Figueiredo & Co. Ltd. vs George & Others (1959] E.A.
756, which states that for a landlord to exercise to levy for distress for rent, a landlord/tenant
relationship must subsist between the two.
The Supreme Court of Uganda in Joy Tumushabe & Anor vs M/s Anglo Africa Ltd & Anor
SCCA No. 7 of 1999 Kanyeihamba JSC stated as follows: “In any event, distress for rent is
only permissible if the relationship of tenant and landlord 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 trespassers 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 landlord does not intend to terminate the
tenancy. According to the case of Joy Tumushabe and another v 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
27
title of the owner as landlord, they became trespassers and the landlord could have chosen to
legally evict them as trespassers.”
In MUSUMBA VS KASAKA (1971) IULR 222 held Distress for rent only arises where the
rent is in arrears.
At common law landlord has no right to sell distressed property without a court order, he or she
could only retain the property as a coercive measure to enforce payment or could only sell after
authorization from court shown. In Assist (U) Limited Versus Italian Asphalt & Haulage
Limited & Anor H.C.C.S No. 1291 of 1999 (Commercial Court) it was held that the remedy
of distress for rent allows the landlord or person authorized by him and certified by court to take
into his possession the chattels of his tenant who has not paid rent to be held as a pledge/lien but
not for sale to compel the payment of-rent.
Suing the tenant to recover the rent under Order. 36 of the Civil Procedure Rules.
Order 36 rule 2(a) provides that for special endorsement on plaint in all suits being actions for
rent or mesne profits by a landlord against a tenant whose term for rent has expired or has
become liable to forfeiture for non-payment of rent. Therefore, a lessor may institute a suit under
summary procedure on a specially endorsed plaint for recovery of the rent due from the lessee.
Steps to take in order to enforce the remedies
Distress for rent.
1) Demand the rent arrears from the lessee through demand letters.
2) If the lessee fails to pay the rent due, the lessee files an application for an order for distress for
rent and attach the tenancy agreements as well as the demand notes to pay rent. This application
is mad to either a Chief Magistrate or by a Magistrate Grade 1 pursuant to section 1(b) of the
Distress for Rent Bailiffs Act Cap 76 which states that a certifying officer means a chief
Magistrate and a magistrate grade 1. In Male Mabirizi and Anor v Owere Franco and Ors
supra it was held that that the jurisdiction to issue a certificate for the levying of distress, and the
appointment of the bailiff in that regard, vests solely in a Magistrate's Court; and this mandate is
exclusively exercisable either by a Chief Magistrate or by a Magistrate Grade 1.
The application is by way of Notice of Motion supported by an affidavit under Order 52 rules 1
and 3 of the Civil Procedure Rules and is usually made exparte to prevent the lessee from
avoiding the order for distress of rent.
Suing the tenant to recover the rent under Order. 36 of the Civil Procedure Rules.
1) The lessee gives instructions to an advocate to represent him in the summary suit under Order
36. Regulation 2(1) of the Advocates (Professional Conduct) Regulations states that no
advocate shall act for any person unless he has received instructions from that person or his duly
authorized agent.
28
2) Issue a notice of intention to sue to the lessee. The rationale for this step is to give an
opportunity to the lessee to pay the rent due before the suit is instituted in court.
3) If the lessee does not abide by the terms in the notice of intention to sue, a suit by way of
summary procedure on specially endorsed plaint is filed in court for recovery of rent due from
the lessee as per Order 36 rule 2(b).
3) The plaint endorsed “Summary Procedure Order XXXVI” is accompanied by an affidavit by
the lessor being the plaintiff who can swear positively to the facts verifying the cause of action
and the amount claimed and stating that in his belief there is no defence to the suit.
4) In default of application for leave to appear and defend by the lessor who is the defendant, the
lessee who is the plaintiff is entitled to a default judgment in his favor against the plaintiff.
Task D (ii)
What remedies would you pursue for the lessee? What would be a procedure and
documents?
The available remedy is to apply to the high court for relief against the forfeiture.
Section 25: the judicature Act cap 13 provides for relief from re-entry or forfeiture for non-
payment of rent. Under sub-section 1, 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 or her executors,
administrators or assigns may, in the lessor’s action or in an action brought by himself/herself
apply to the high court for relief.
Before court grants the relief, attention will be given to the conduct of the applicant. The court
will; have to consider whether the breach was willful, negligent and its general gravity the court
shall further have to compare the value of the property and alleged damages occasioned by
breach as per Lord Wilberforce in Shilo spinners limited versus Harching 1973 AC 275.
In Gombia marines and contractors versus Kiwana Misc Application
No_13/1B/9(unreported), Byamugisha Judge noted that relief will not be granted where the
lessor actually re-enters with the parties altering their positions and new interests are at the time
of application already created eg. There are new tenants
In Dr Adeodanta Kekitinwa and 3 others Versus Edward Mbudo Wakida CACA 3/97. It
was held that equity leans against forfeiture, where the lease is running, and there is an earnest
intervention of compliance with the covenants.
Procedure: the application is brought under section 98 of civil procedure Act that provides for
inherent powers of court and order 52 rule 1 of the civil procedure rules S1 71-1
Documents:
(i) Notice of motion
(ii) Affidavit in support
29
TASK E
1. KIRABO MOREEN KAREMIRE (GROUP LEADER)
2. ABIO JANET
3. KIGOZI JONATHAN ISAAC M
Advise Mukasa Soul on the conditions and procedure of converting the interest he has
from leasehold tenure to freehold tenure.
The conditions for one to convert leasehold tenure into a freehold tenure are provided for in
Section 28 of the Land Act
Article 237 (5) of the Constitution and Section 28(1) of the Land Act is to the effect that a lease
granted to a Ugandan citizen out of public land may be converted into freehold. lease has to be
first of all granted to a Ugandan citizen and foreigner cannot own land through freehold tenure.
The facts, provide the owner as Mukasa Saul , because of his sir name we presume him to be a
Ugandan by nationality.
a) The leasehold is authentic and genuine
b) There were no customary tenants on the land at the time of acquisition of the lease whose
tenancy was disclosed, those tenants were duly compensated.
c) If they were any customary tenants on the land at the time of acquisition whose tenancy
was disclosed, those tenants were duly compensated.
d) That all development conditions and covenants have been completed with.
e) That any other conditions imposed by the law from time to time have been complied
with;
f) 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.
Section 28(2) 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 fund.
PROCEDURE;
An application to for change of land form lease hold to freehold tenure under Regulation 14
of the Land Regulations 2004;
An application which is in Form 5 under the Land Regulations, 2004 is made to the
District Land Board. In this circumstance it would be made to Kampala District Land Board.
The application has to have the following accompanying documents; a set of 3 authentic deed
30
plans, Duplicate Certificate of Title and photocopies of it , identity card preferably a national
identification and 3 Passport Photographs of the applicant. A statutory declaration confirming
the contents of the form must be attached.
Presentation of application to the area land committee;
This application has to be presented to the area land committee for perusal to confirm that the
land belongs to the applicant. This is important because under Section 28(1), among others,
the board has to be satisfied that;
● There were no customary tenants on the land at the time of acquisition of the lease;
● If there were any customary tenants on the land at the time of acquisition whose tenancy
was disclosed, those tenants were duly compensated.
The Area land committee calls for a meeting;

This is through public hearing notice which is in Form 10 of the first schedule of the land
regulation signed by the chairperson and handed back to you after its indicating its
observations on the forms.
Submit the application, form 5 and public hearing notice Form 10 to secretary district land
board who shall go through them and acknowledge receipt of the same at the district office.
The district land board upon receiving the application then convenes a meeting of board
members to consider the application for conversion of lease hold to freehold title, the
application may be granted or reject it with reasons. The secretary district land board shall
record the minute number of the meeting on the very application and have it signed by him or
herself and the chairperson
Where the application for conversion is granted, freehold land Form 19 is filled and signed
by district land board.
Form 5 and the attached documents are then submitted to the District Land Officer of district
who then signs a forwarding letter requesting for a conversion from Leasehold to
Freehold title.
If the leasehold land was titled after 2nd July 1998, a Surrender Deed or an Agreement of
the Lease is required. It is prepared by the Secretary DLB to be executed by the DLB and the
registered proprietor.
The fully completed application form and accompanying documents which are set of original
completed application Forms 5, 10, &19 in duplicate and photocopy of the same, a set of
three authentic deed plans, Duplicate Certificate of Title, three Passport Photographs,
Receipts of Payment and a forwarding letter requesting for a conversion from Leasehold to
31
Freehold title signed by the District Land Officer of the respective District where the land is
located
must then be presented to the district land office where assessment for the fees payable takes
place before the ministry land officer at district land registry reviews the application.
The application is then forwarded to the registrar of titles for issuance of a Freehold Title.
Then, The Photocopy is stamped ‘Received ‘returned to the Applicant,
The Applicant presents the received photocopies of the application and identification
documents when collecting the Freehold Title at least after 20 working days.
Fees Payable;
a) Stamp duty- 5,000/=
b) Registration fees for the Surrender Deed – 10,000/=
c) Registration fees – 10,000/=
d) Issuance of the Title – 20,000/=
32
33

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FIRM C1 KAMPALA CAMPUS LAND TRANSACTIONS WEEK 9 AY 2021/2022

● Persuant to third schedule of RTA form 1;

● The word certificate of title is given according to sec 55 of RTA

● Area, county, district, as per sec 44 of RTA

● Plot number brought under sec 38 of RTA

● Provides ownership persuant to third schedule form 2

● Under ownership it shall include;

● Date of registration as provided under sec 46 RTA

Features under part C

● Provides for incumbrances

deputy or assistant registrar or by a deputy or assistant registrar shall be admissible as evidence

Physical visit and opening of boundaries

Valuation and stamp duty

DRAFT OF THE VARIATION DEED

Kampala District Land Board

Drawn and filed by

Part C (I) TASK 3

1 Distress for Rent (Balliffs) Act Chapter 76, section 2

2 The Civil Procedure Act Chapter, section 98

The Area land committee calls for a meeting;

b) Registration fees for the Surrender Deed – 10,000/=

c) Registration fees – 10,000/=

d) Issuance of the Title – 20,000/=

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