ASSIGNMENT ONE:

Qtn 1. What is the difference between an agreement and a contract?

The Contract Act.1 Creates the difference between an agreement and a contract, by simply
defining all of them, this is as hereunder;

Section 2.2 An agreement means a promise or a set of promises forming the consideration for
each other; while section 10 defines a contract is an agreement made with the free consent of
parties with capacity to contract, for a lawful consideration and with a lawful object, with the
intention to be legally bound.

Not all agreement may be enforceable at law. In fact, the general rule is that agreements
cannot be enforced at law. But there are exceptions to the general rule, for example promise
to marry may become enforceable under the law.

While for a contract, once it is valid, it can be enforced at court of law. It is a settled law as
stated in the case of Williams Kasozi v DFCU Bank Ltd Civil Suit No. 1326 of 2000, where
the court stated that once a contract is valid, it automatically creates reciprocal rights and
obligations between the parties thereto, and when a document containing contractual terms is
signed, then in the absence of fraud and misrepresentation the parties signing it are bound by
its terms and conditions.

Breaches of a contract automatically attracts remedies under the law and equity; however,
breach of agreement may not attract remedies except in equity and in a very few
circumstances. Part VII of the Contract Act, provides for the consequences for the breach of a
contract, it does not in any part of the Act provides for the consequences of breach of a
promise. Breach of a contract may result into compensation subject to section 61, 62, and
other remedies under section 63 as to specific performance and section 64 for rescinding of a
contract.

Qtn 2. Must all contracts be in writing? Give reasons for your answer

NO, not all contracts must be in writing, others may be oral form while others take the
written format. And the reason to support my assertion hereof above is hereunder;
1
Contract Act, 2010
2
Ibid Contract Act
Section 10 (2) of Contract Act, 2010 does not only provide for written contracts but also
accommodates the verbal or oral contract though subject to certain conditions thereto. The
section is clear, that a contract may be oral or written or partly oral and partly written.
Subsection 3 of the same section provides for the form which a written contract as “a form of
a data message, accessible for subsequent reference, and otherwise in words”.

Section 10 (5) and 10 (6) of the Contract Act Restrict to operation of Oral Contract.

Meanwhile I agree that contract may also be oral or verbal made as supported by the law, the
law restricts certain contracts which exceed certain amount of money, though there is nothing
to in the same Act as to its enforceability. And also, certain types of a contract as a must to be
put in writing.

Section 10 (5) A contract the subject matter of which exceeds twenty-five currency points
shall be in writing

Section 10 (6) A contract of guarantee or indemnity shall be in writing.

Therefore, not all contracts must be in written form, but contracts can be in both written and
oral or verbal form except in the circumstances hereof above. Unless the contract is against
such exceptions as per the section 10 (5), and (6). There is nothing that can forbid a contract
from taking either written or partly written and partly oral, and totally verbal or oral form.

Qtn 3. What are the sources of law of contract in Uganda?

Professor Ben Kiromba Twinomugisha in his Book, “The Principle of Law of Contract in
Uganda” discusses the source of law of contract as follows;

1. The constitution as the very first source of law of contract

According to Kelsen theory, the constitution is the Grundnorm from which all other norms
get their root from. Inferring from Kelsen theory the Grundnorm is the highest law of the
land. That it is from it, that, the Acts of Parliament, Customary law, Ordinances, Policies
among other source their root from.

The 1995 constitution of the republic of Uganda is the supreme law of Uganda, the first legal
source of contract law in Uganda, it is the greatest legal source among sources that the
lawyers know more than other people as a whole.
Article 2 of the constitution makes the constitution a source of law, this provision nullifies all
other law that do not conform to the letter and spirit of the constitution. This means that all
law must understand the needs of the constitution.

For example, contract of employment, the constitution under Article 34 (4) does not allow
employment of children to perform any work, but also Article 34 (5) states that for purpose of
an employment, a child is that below the age of 16 years old. This means any contract of
employment with a person below the age of 16 years is null and void.

The constitution becomes the source of contract law in Uganda, simple because all what goes
around the contract must confirm to the letter and the spirit of the constitution.

2. Acts of Parliament (the Principal Legislation).

Article 79(1) of the constitution legally gives power to the parliament to make laws. It is from
this power that the parliament, that the institution of parliament, employs a committee system
where by all draft legislation (Bills) must go through a staged process of enactment, including
the public participation and debate.3

Such Acts of Parliament includes but not limited to Penal Code Act Cap 120, Contract Act,
2010, the Employment Act, 2006, the Sale of Good and Supply of Service Act Cap, the
Electronic Transaction Act, the civil procedure Act Cap 71, the Evidence Act Cap 6, and the
Magistrate Court Act Cap 16 among others.

3. Common law and the doctrine of Equity

Equity is a set of laws governing fairness and natural justice developed by England's
Chancery Courts to address the effects of Common Law, which appeared to cause a
miscarriage of justice when applied indiscriminately. It has been preserved in the form of
precedents that have endured and been recognized as a source of law.

Section 14(3) of the Judicature Act states that written law, common law, and equity doctrines
will be applied as law in Ugandan courts. Equity takes precedence over the Common Law.

The term common law has been defined in the case of Nsereko v. George Gitta, it was stated
that Common Law according to Hon, Justice Ssekandi, refers to the law which is not a result

3
The constitution of the republic of Uganda 1995 as amended
of legislation but embodied in judicial decisions. Judge Ssekandi, prescribed what constitutes
a common law as follows;

 The judge made laws as opposed to the law in statutes

 The doctrine of precedent
 The adversarial system of litigation
 The procedure which plays a decisive role as specific procedure must be followed.

Under common law, many people may say the court can enforce a law against company for
selling defective product or product not proper for human consumption. And where a
precedent is set, other courts shall have to follow, especially where it comes from the
Supreme Court Judgement subject to Article 132 (4).4

Equity

Equity to the layman means fairness and justice, but in the legal context its meaning is much
more strictly defined. Equity developed as a result of the lacuna, loop holes and inflexibility
of the common law, that had inadequate remedies disputes that could arise before the court of
common law, equity therefore came and it ‘wiped away the tears of the common law, the
lacuna, rigidity and its harshness.

As a common saying, people always call for the need of fairness and justice, but lawyers do
know find the greatest home of justice and fairness as Equity. Lawyers will always refer to
equity while talking about fairness and justice as the source of law of contract, for example a
lawyer shall proceed as follows;

In his judgement and other Justices, Justice Manyindo at page 3 through to page 4. in the
Supreme Court case of Uganda Motors Ltd v Wavah Holding Ltd Civil Appeal No. 19 of
1991, where the Supreme court recognized the supremacy of the constitution over all other
laws, inter-alia the court mentioned the doctrine of common law and equity, its applicability
in conformity with the constitution.5

Citing from the Judicature Act Cap 34 of 1962, section 2 (c), the court said, common law,
equity and statute of general application shall be in force in Uganda only so far as
circumstances in Uganda permit, and subject to such qualification as local circumstances may
4
The constitution of the Republic of Uganda 1995 as amended
5
Uganda Motors Ltd v Wavah Holding Ltd Civil Appeal No. 19 of 1991
render it necessary. Hence doctrine of equity and common law becoming one source of the
law of contract.

4. Customary law as another source of the law

Customary law as a legal source is derived from custom, therefore it’s significant to give
meaning to all of them. In the case of Miza v Bruna Civil Appeal No. 26 of 2016 , Hon
Justice Stephen Mubiru discussed custom and customary law as hereunder;

Customary law is concerned with the rules, practices and customs of indigenous or local
people and the local communities. Customary law, in its context, is intrinsic to the life and
custom of the indigenous people and the local communities. To that effect. What amount to
and has a status of a custom and customary law will depend very much on how the
indigenous people and the local communities themselves perceive these questions, and on
how they function

The High Court in Bruno Kiwuwa v Ivan Serunkuma & Juliet Namazi Civil No.52 of 2006
stated that a custom is defined as a practice which has been followed in a particular locality
and in such circumstances that it has come to be accepted as part of the law in that locality.
Over time, the courts in Uganda have pointed out certain essentials of a custom in order for it
to qualify as a source of law of contract law.6

1. A custom must be reasonable in nature;

2. It must be followed continuously and have immemorial antiquity, and
3. It must be certain.

The court also stated the customary law/civil customary law may exist and operate on its own
or it may operate side by side with another nature of law. Such customary law must be
accepted, established and binding on a given society or tribe in their social relations. It may
be uniform to a number of societies or it may vary from one area to another. Therefore,
because it a binding rule, it become a source of law of contract.

Conclusively, the above are the sources of the law of contract in Uganda, above all of them,
the constitution reign as the supreme law and source.

6
Bruno Kiwuwa v Ivan Serunkuma & Juliet Namazi Civil No.52 of 2006
ASSIGNMENT TWO

Qtn 1. Examine the implication of the formation of a contract

United Nations Committee on Trade and Development “E-Commerce” is ‘the sale or

purchase of goods or services, conducted over computer networks by methods specifically
designed for the purpose of receiving or placing of orders.

The goods or services are ordered by those methods, but the payment and the ultimate
delivery of the goods or services do not have to be conducted online. An e-commerce
transaction can be between enterprises, households, individuals, governments, and other
public or private organizations. To be included are orders made over the web, extranet or
electronic data interchange. The type is defined by the method of placing the order. To be
excluded are orders made by telephone calls, facsimile or manually typed e-mail. 7

Section 2 of The Electronic Transactions Act, 20118 defines the term to mean ‘the exchange
of information or data, the sale or purchase of goods or services, between businesses,
households, individuals, governments, and other public or private organizations, conducted
over computer mediated networks.

Transactions that result from E-Commerce may form a contract.

Professor Ben, in his Book “the Principle of Law of Contract in Uganda, discusses the
implication of E-Commence on the formation of a contract as hereunder.9

He discusses by putting forward three significant question which answer the implication of E-
Commerce on the formation of a contract, these questions are;

What is the status of the supplier’s website? Does it represent an offer or invitation to treat?

What is the status of electronic communication between the supplier and the buyer?

What is the status of unsigned e-mails?

7
United Nations Committee on Trade and Development (UNCTAD)
8
The Electronic Transactions Act, 2011
9
The Principle of Law of Contract in Uganda by Professor Ben Kiromba Twinomugisha page 35-39
 1. What is the status of the supplier’s website? Does it represent an offer or invitation to
treat

According to the responses, regarding the questions hereof above, that the suppliers’ website
represents an invitation to treat, and not offer.10 That in the case of Pharmaceutical Society of
Great Britain v Boots Cash Chemist [1953]1 QB 403. The court stated that goods on the
website constitutes an invitation to treat, and there for an offer is made when the buyer
submits his or her details of the goods he or she wants.

2. What is the status of electronic communication between the supplier and the buyer?

It is true also in E-Commerce that chain of email correspondence constitutes a binding

contract between the parties. THAT, material obtained from the internet qualify to be data
message which is admissible but comply with the authenticity requirement under section 7 of
the Electronic Transaction Act, 2011.11

In the case of the Golden Ocean Group Ltd v Salgoarcar Minning Industries and Another
[2011] EWCH 56, J Clarke stated that “as to good commercial sense, that it is highly
desirable that law should give effect to agreements made by series of e-mail communication
which follow more clearly than negotiation between parties.

3. What is the status of unsigned e-mails?

The Electronic Transaction Act, does not make a signature a pre-requisite for the formation of
a contract, but where the law requires signature, the requirement is met by the electronic
signature. The Act also further states that the interest of the parties may be inferred from the
data message as long as it is possible to do so.

In summary the responses to the questions herein raised above, show that the implication of
the E-Commerce in the formation of a contract, is that there can be a formation of a contract
in the transaction that happen in respect thereto.

In a groundbreaking legal clarification, it has been affirmed that commercial agreements

entered into via WhatsApp are fully enforceable in Uganda. The High Court emphasized this

10
Pharmaceutical Society of Great Britain v Boots Cash Chemist [1953]1 QB 403
11
Techno Telcom Ltd v Kigalo Investment Ltd [2013] 2 EA
position it its decision in the case of Dr. Rodney Mugarura v. Paramount Hospital Kampala
Limited & Dr. Begumisa Simon (Civil Suit 411 of 2021) [2024]

In this particular case, the plaintiff, who is a doctor, entered into a service contract with the
defendant's hospital via WhatsApp chats. Although they reached an agreement on the terms
of payment, the hospital failed to fulfil its payment obligations as stipulated, leading to the
initiation of the legal suit. The question for determination by the court was whether there was
a legally valid and binding contract that was breached.12

Under Section 10(3) of the Contracts Act 2010, a contract is deemed "in writing" if it exists in
the form of a data message, accessible for subsequent reference and presented in words.

According to Section 2 of the Electronic Transactions Act 2011, a "data message"

encompasses various forms, including voice when used in an automated transaction. Notably,
even stored records on mobile phones fall under this definition, challenging the conventional
notion of what constitutes a legally recognized document.

Addressing the pivotal question of whether a mobile phone qualifies as a computer, the
Electronic Transactions Act clarifies that it indeed does. A mobile phone, as an electronic data
processing device, falls within the ambit of the Act's definition of a computer.

Furthermore, Section 14 of the Electronic Transactions Act unequivocally asserts that a

contract concluded partly or wholly through a data message, such as WhatsApp chats, shall
not be denied legal effect. This reinforces the legal standing of agreements facilitated through
this ubiquitous messaging platform.

Key Takeaway: Don't underestimate the legal weight of your WhatsApp conversations! These
chats are not only binding but are also admissible as evidence in legal proceedings. So, next
time you engage in a commercial exchange via WhatsApp, remember that you're not just
chatting you’re entering into a legally recognized agreement.

In conclusion, it is important for the contracting parties to carefully negotiate the terms of
their proposed agreement via email, WhatsApp, Facebook (my emphasis). They should take
appropriate precautions to avoid entering unintended or unwanted legally binding
arrangement or agreement.

12
Dr. Rodney Mugarura v. Paramount Hospital Kampala Limited & Dr. Begumisa Simon (Civil Suit 411 of 2021)
[2024].
Therefore, they should include words or phrases like “this email is not an offer capable of
acceptance, or this email does not indicate an intention to enter into an agreement to the effect
that they are still negotiating, and they shall not be bound until written agreement is made and
signed.

Qtn 2. Panta is a dealer in tomatoes. 3 weeks ago, he sent Tallman an email offering to
sell him 80 boxes of fresh tomatoes to be delivered as soon as Tallman accepts the offer.
In his communication, Panta informed Tallman that he had already harvested the
tomatoes. Tallman wrote a letter of acceptance, addressed to Panta and sent it by post.
However, by close of yesterday, Panta had not yet received Tallman’s letter. He has
decided to sell the tomatoes to Joseph. Advise the parties.

Brief facts.

Panta offered to sell 80 boxes of fresh tomatoes to Tallman via email. Tallman accepted by
post letter, but the acceptance hadn't reached Panta when he sold the tomatoes to Joseph.

Legal issues

1. Whether there was a contract

2. Whether postal rule is applicable (Validity of acceptance through post for an offer
made through email)
3. Whether there was breach of the contract
4. Whether there are available remedies to the parties

The law applicable

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

2. The Contract Act 2010
3. The Electronic Transaction Act, 2011

The case law

Resolutions

1. Whether there was a contract:

Offer and Acceptance: Panta sent an email offering to sell 80 boxes of fresh tomatoes to
Tallman, with the condition that acceptance would trigger immediate delivery. Panta also
informed Tallman that the tomatoes were already harvested, indicating readiness to perform.
Tallman responded by writing a letter of acceptance and sent it by post.
Analysis: Offer: Panta's email constituted an offer to sell the tomatoes to Tallman.

Acceptance: Tallman's acceptance was communicated by sending a letter. According to the

postal rule (as established in the case of Adams v Lindsell), acceptance by post is generally
effective when posted been, even if it has not received by the offeror.13

Conclusion: Yes, there was contract formed between Panta and Tallman when Tallman posted
his acceptance letter. The postal rule would make Tallman's acceptance effective upon
posting, assuming it was done promptly after receiving the offer.

2. Whether postal rule is applicable (Validity of acceptance through post for an offer
made through email)

Validity of acceptance through post for an offer made through email:

Legal Principle being set out in 1818 in the case of Adams v Lindsell (1818) 1 B & Ald 681
as to the postal rule, the rule states that acceptance is effective upon posting, provided that
post was a reasonable means of communication and there was no indication that the offeror
required a different method of acceptance.14

Analysis: In modern contract law, communication methods have expanded beyond traditional
mail to include email and other electronic means. However, unless the offer specifically
requires acceptance by a particular method (such as email), the postal rule can still apply to
acceptance sent by post. Therefore, where acceptance by post is effective upon posting,
regardless of when the offeror receives it.

To conclude the issue 2, Tallman's acceptance by post is valid, assuming it was sent promptly
after receiving the offer and Panta did not specify that acceptance must be via email.
Therefore, the contract is enforceable, and Panta's decision to sell the tomatoes to Joseph may
constitute a breach of that contract.

3. Whether there was a breach of that contract.

The case of Ronald Kasibante v Shell Uganda Ltd. Breach was defined as a situation where
one party to a contract fails to perform the term of the said contract that it occurs when a
party neglect, refuses to perform any part of it bargain, written or oral without any legitimate
legal excuse.
13
Adams v Lindsell (1818) 1 B & Ald 681
14
Ibid Adams v Lindsell
Yes there was a breach, Panta decided to sell the tomatoes to Joseph before receiving
Tallman's acceptance letter. This action potentially breaches the contract formed with
Tallman, assuming the acceptance was validly communicated through the post.

4. Whether there are available remedies for the parties:

Yes there are remedies available both at law and equity, Tallman: If Panta breached the
contract by selling the tomatoes to Joseph, Tallman may seek remedies such as specific
performance (forcing Panta to deliver the tomatoes) or damages (monetary compensation for
the breach).

Panta: Panta may argue that the acceptance was not effectively communicated (if there were
delays or issues with postal delivery), or seek to defend against any claims by Tallman.

Conclusively; Remedies such as specific performance or damages may be available to

Tallman if Panta's actions are deemed a breach of their contract.

More emphasis

For emphasis where Panta raises concern regarding mode of communication use and nature
of his goods. (Regarding the perishable nature of the tomatoes)

Analysis: The perishable nature of the goods (tomatoes) is relevant because it affects the
urgency of performance and acceptance.

Generally, if an offeror (Panta) specifies a method of acceptance (email), the offeree

(Tallman) should use that method unless there are circumstances that justify an alternative
method. However, the postal rule traditionally applies unless the offer explicitly requires a
specific mode of acceptance.

Conclusion: In this case, while email was used for the offer, Tallman's acceptance through
post could still be valid under the postal rule, especially if it was promptly sent after receipt
of the offer. The perishable nature of the tomatoes would emphasize the need for timely
communication and performance.

In summary, based on the facts provided and the legal principles discussed. There was a
contract formed between Panta and Tallman. Panta's decision to sell the tomatoes to Joseph
before confirming receipt of Tallman's acceptance could constitute a breach of that contract.
Remedies such as specific performance or damages may be available to Tallman. Tallman's
acceptance by post is valid under the postal rule unless Panta specifically required acceptance
by email.

Qtn 3. In what ways may offer be terminated?

An offer, according to the contract act 2010, an offer refers to what the offeror offers.15

In the case of Carlill v carbolic smoke Ball co (1892)2QB 484, were the carbolic smoke Ball
co advertises that anybody who would buy their products, would not Contract influenza and
in case you contracted they would reward you with E 100 and they showed their sincerity by
depositing the money E1000 in the bank, and the plaintiff contracted and it was held that
there was and offer so the plaintiff was entitled to the compensation since it was within the
stipulated time.16

Section 5 (1) of the Contract Act. The offeror must communicate notice of revocation to the
offeree17, in the case of Routledge v grant.18, it was held that where a defendant made an offer
to purchase the plaintiffs house and gave him weeks to accept the offer, he was free to revoke
and with draw his before the six weeks had passed meaning that he was within the time
description.

Termination of an offer maybe revoked at any time before the communication of acceptance
is completed19, the offeror can revoke the offer if the offeree has not yet accepted. Thus, the
offeror can only revoke the offer only if the offeree has not yet accepted it since no legal
obligation exists until this event occurs.20

Justice Stephen Mubiru in the case of the registered trustees of kiwoko v Nwoya district land
board, said that an offer may be revoked at any time before the communication of acceptance
is complete. He stated at page 14, that revocation of an offer is valid when made before
communication of acceptance.

15
section 2
16
Carlill v carbolic smoke Ball co (1892)2QB 484
17
Section 6(1) of the contracts act 2010.
18
(1828)4Bing 653,
19
Section 5(1) of the contract act 2010.
20
Principle of Law of Contract in Uganda by Professor Ben Kiromba Twinomugisha page 26
Insanity or death, the death of the offeror can lead to the termination of the offer since the
responsibility seizure.in the case of Dickinson v Dodds, above mellish LJ in an obiter dictum
was of the view that if a man who makes an offer die, the offer can be accepted.

Section 6 (b). Lapse of time.

Where time is set within which offer should be accepted or when the offeror offers an offer
and starts the time limit and when the offeree fails to respond within the stipulated time and
offer can be terminated.

For example; where a car seller makes an offer to sell of his car say “That he is selling his car
at just 15 million from Monday 3 am to Wednesday 12 pam, on Wednesday 12:10pm to
Friday 6 pm the same car’s price will change to 20 million, and from Saturday 11am to
Sunday 5pm, the same car’s price will go to 27 million.

In the scenarios above, the offeror has made three different offers and with specific time
within such offer commence and ends. This means acceptance of the offer should only be
within the stipulated time, any acceptance before or after will not have any legal implication
on the offeror, and where he withdraws, or revokes such offer, the offeree cannot challenge
the offeror.

Section 6 (c). The failure of the acceptor to fulfill a condition precedent to acceptance 21

If the offeror has laid down the terms of the offer and the offeree fails to respond to the terms
positively, the offeror may terminate the offer. For example, where the offeror is offering to
sell his phone, a smart phone, note 20 at 900000, the condition is full payment immediately.
Where the offeree does any of these things; “asking to pay partly the total amount, or asking
to pay less than what the offeror requested.

The two scenarios would amount to failure to fulfill the term and counter offer, which
automatically kills the other offer made by the offeror and the offeree becomes the offeror
and the first offeror becomes the offeree, here the offeror has a discretion to revoke his offer
unless he agrees to the counter offer

Inclusion, an offer is only terminated when the offeree has not made an acceptance and the
termination must be communicated

21
Section 6(c) ibid
Qtn 4. Generally, acceptance does not take effect unless it is communicated to the
offeror. Do you agree? Give your reasons.

Yes I agree but subject to exception (the POSTAL RULE, exception in unilateral contracts)

Geoff Monahan Essential Contract Law Page 12.22 Defines acceptance as, “an absolute and
unqualified assent to all the terms that comprise an offer. This is not far from what section 2
of Contract Act say about “acceptance” as an assent to the offer by the person to whom the
offer is made.23

Under the Contract Act 2010, section 4 (2) (b) the principle that "acceptance does not take
effect unless it is communicated to the offeror" is generally upheld. That acceptance is only
complete when it comes to the knowledge of the offeror.

1. Silence does not amount to acceptance

Felthouse v Bindley (1862): In this landmark case, it was held that silence cannot constitute
acceptance. The plaintiff had written to his nephew, stating that if he heard nothing more
from him, he would assume the nephew had agreed to purchase his horse. The nephew did
not reply, and the court ruled that there was no contract because silence did not amount to
acceptance. This case underscores the requirement of active communication of acceptance.

Powell v Lee (1908): Here, the court emphasized that acceptance must be communicated
directly to the offeror or their authorized agent to be effective. Notification through a third
party was held to be insufficient to constitute valid acceptance.

Exceptions and Modern Context:

2. The unilateral contracts

While the general rule is that acceptance must be communicated, there are exceptions such as
unilateral contracts where performance of the requested act is considered acceptance. More
so, in unilateral contract, where an offer is made to the world, it would be absurd to make a
hard and fast rule that acceptance must go to the knowledge of the offeror, imagine the many
people each making the acceptance…., this is not allowed.

22
Geoff Monahan Essential Contract Law 2nd Edition
23
Section 2 of the Contract Act, 2010
In the case of Carlill v carbolic smoke Ball co (1892)2QB 484, in this case an offer was made
to whoever, means the public members, among them if not all, willing to take the vaccine
with the prescribed prescription and still contracted, were or was entitled to compensation.

In the case above, Lousia Carlill, never communicated her acceptance, neither was the
company was aware of her use of the vaccine, she performed the act as requested on the
advertisement, later when the vaccine failed, she then informed the company, and the issue of
communication was not at contention.24

The general rule of acceptance does not apply, the conduct, act amounts to acceptance, even
without communicating the same to the offeror.

3. The Postal Rule

Section 4 (2) (a), communication put in the course of transmission is complete as against the
offeror, as it is placed to him or her and out of the acceptor’s power and control.

Legal Principle being set out in 1818 in the case of Adams v Lindsell (1818) 1 B & Ald 681
as to the postal rule, the rule states that acceptance is effective upon posting, provided that
post was a reasonable means of communication and there was no indication that the offeror
required a different method of acceptance.25

However, unless the offer specifically requires acceptance by a particular method (such as
email), the postal rule can still apply to acceptance sent by post. Therefore, where acceptance
by post is effective upon posting, regardless of when the offeror receives it. This means that
whether the offeree does communicate his or her acceptance to the offeror, it is effective upon
being put in the course of transmission, as the acceptor or the offeree would be not in control.

In conclusion, the principle that acceptance does not take effect unless communicated to the
offeror is firmly rooted in contract law to ensure clarity, mutual understanding, and the
meeting of minds between the parties.

While there are exceptions and variations based on circumstances, the core requirement of
communication of acceptance remains a cornerstone of contract formation. Therefore, I agree
with the statement that generally, acceptance does not take effect unless it is communicated to
the offeror, based on the legal principles and reasoning discussed.
24
Carlill v carbolic smoke Ball co (1892)2QB 484
25
Ibid Adams v Lindsell
ASSIGNMENT THREE

Qtn 1. Brief facts

The Dean of Victoria University's law faculty bought a set of recommended law books from
Aristoc Bookshop without scrutinizing them, relying on the attendant's assurance that they
were ideal for the LLB program. Upon opening the boxes, he discovered they were American
textbooks unsuitable for the faculty. The receipt included a small print clause stating that
goods once sold were not returnable and disclaiming any liability for defects.

Legal issue

1. Whether there was a contract

2. Whether the terms, condition, and warranties are applicable
3. Whether there was breach
4. Whether there are available remedies

The laws applicable

1. The constitution of the republic of Uganda 1995 as amended

2. The Contract Act of 2010
3. The Sale of Good Act

The Case laws

Recognized Legal Text Books

Resolutions

My advice to The Dean would be on the three legal issues raised in this case at hand, and that
answers or resolutions to those issue shall constitute particularities of the legal advice to him,
they are hereunder

1. Whether there was a contract

To answer the question above, the case of Dup Hon Justice Anup Singh v Mohinder Singh
and Another.26 Subject to section 10 of the Contract Act defines contract as an agreement

26
Dup Hon Justice Anup Singh v Mohinder Singh and Another Civil Suit No. 335 of 2014
between parties with capacity to contract with lawful consideration, lawful object with
intention to be legally bound.27

For the case at hand, the parties were Aristoc Bookshop Kampala represented by the
attendant or the seller, and The Dean the buyer. Affirmatively, the parties had an agreement
based on purchase of law books, with lawful object, that purpose of law programs, with
lawful consideration inferred from the money received by attendant (Aristoc Bookshop
Kampala) and both had intention to be bound evidenced from, list of books and description or
assurance by the attendant and the receipt issued to the buyer.

The doctrine of offer and acceptance,

An offer is a promise to provide something specific if the other party agrees to do something
specific in return, this position was laid in the case Africa Polysack Industries Ltd v Sugar
and Allied Industries Ltd.28

For the case at hand, The Dean with intention to buy Contract Law books when to Aristoc
Bookshop Kampala, was given specific list of books “Recommended Law Books for LLB I
Course for Ugandan Universities”. Without doubt, this being specific and suiting The Dean’s
need constituted an offer. More, it was definite, and there was no more debate about it or even
alteration.

Geoff Monahan Essential Contract Law Page 12. Defines acceptance as, “an absolute and
unqualified assent to all the terms that comprise an offer. Yes, in this regard there was an
acceptance on the part of The Dean as the buyer, he accepted the offer “Recommended Law
Books for LLB I Course for Ugandan Universities”. In fact, the acceptance was unqualified
and absolute, as he did not disagree to the description but accepted it as a whole. According
to Trietel at page 10, acceptance must correspond with an offer, very true that The Dean’s
acceptance never contradicted the offer.

Consideration

Misa v Curie.29 is the leading case as per the definition of what constitutes a consideration,
that is constitutes of some rights, interest, benefit or profit that one party may get or some

27
Section 10 of the Contract Ac
28
Africa Polysack Industries Ltd v Sugar and Allied Industries Ltd Civil Suit No. 174 of 2016.
29
Misa v Curie [1875] LR 10 Ex 153
forbearance, loss, or detriment suffered by the other party. Yes, there was consideration in
term of money after purchase of the books, this was a profit or benefit to the Aristoc
Bookshop Kampala, and to The Dean it was the book and the future benefit to the law school
and it support to the law school.

According to the case of Apia v Chukia.30 the court inter alia that consideration must be
given in return for or must be to some extent caused by a promise or even act of the other
party, in the instance case consideration was truly caused by the act of the both parties, an
offer by the Aristoc Bookshop Kampala caused The Dean to purchase the all lot of books
packed, and The Dean’s interest caused the Aristoc Bookshop Kampala to a receive the
money.

Intention to create legal relations

The case of Waiga v Andima. 31 At page Hon Justice Stephen Mubiru, said that without
intention to create legal relation, a contract may become a mere promise. The case at hand
was fully a commercial one, there was an assurance, and a receipt issued by the attendant,
and on top of these, there was an offer, acceptance and consideration. This prove the
existence of legal relation that was established between the Aristoc Bookshop Kampala and
The Dean the buyer.

To elucidates, the above, the agreement was clear and definite on buying contract law books,
which both agreed to, given the assurance from the attendant of Aristoc Bookshop Kampala.
Therefore, this holds a strong presumption that the parties intended to create a legally binding
contract, that is enforceable in the court of law, the position was held in the case of Olanya v
Acullu.

For emphasis, Prof Ben in his book, the principle of Contract Law, at page 66 confirms the
same, that business and commercial matters, courts presume an intention to create legal
relation, they say is suitable for the business case at hand, therefore, the presumption does
apply.32

Capacity to form a contract

30
Apia v Chukia Civil Suit No. 0022 of 2013
31
Waiga v Andima Civil Appeal No. 20 of 2016
32
The Principal of Law of Contract in Uganda, by Professor Ben Kiromba Twinomugisha
Prof Ben discusses what constitute capacity to contract in Chapter 5 of his book. First, there
is a presumption that all parties are capable of interring into a legally binding contract. That
such persons can be natural or artificial persons like corporation. But in the instant case, we
are dealing with natural persons that is The Dean the buyer and Aristoc Bookshop Kampala
represented by the attendant.

The only question left is whether they are of age to form a contract. Section 11 of the
Contract Act, that a person has capacity to contract where he is 18 years and above. But for
the purpose of employment, 16 years and above is satisfies capacity to contract for
employment provided by Contract Act. This is also supported by Article 34 (4) and (6) of the
Constitution of republic of Uganda as amended.

From the case at hand, The Dean being the principle of school of law signifies that is above
18 years, meaning he passes the test of age for the formation of contract, since he understood
everything he wanted inferred from how he made the agreement, getting assurance from the
attendant, more so understanding that the content in the books where American books not for
law programs show that, The Dean as a buyer had full capacity and with sound mind to enter
into the contract he had with Aristoc Bookshop Kampala.

On the other side, the attendant had capacity to form contract, though the contract did not
specify what age the attendant and the buyer were, it may be concluded that the attendant had
full capacity to form a contract for the purpose of employment, since she was employed by
Aristoc Bookshop Kampala, and nothing stops the attendant from entering into a contract.
The conduct of the attendant especially facts assuring The Dean of the certainty of the books.

To conclude issue 1, there was a contract between Aristoc Bookshop Kampala (attendant), all
essentials existed in the contract that is, in the doctrine of offer and acceptance, it appears that
there was an offer made by the bookshop through the list of recommended books, and The
Dean accepted this offer by purchasing the books, payment made by The Dean for the books
constitutes consideration, the fact that Aristoc Bookshop Kampala was in business and The
Dean purchase imply an intention to create a legal relationship.

2. Whether the terms, condition, and warranties are applicable

Straight to the point, the terms, condition, and warranties were not incorporated before or at
the time the parties were contracting, therefore, all them are not binding upon the parties, The
Dean , it is imposed, for the reasons that I proceed to discuss hereunder;

In the case of Parker v South Eastern Railway Co. The court stated that the rights and
obligations of the parties are determined by the terms and conditions of the contract. For any
term to apply must have been agreed upon by the parties before or at the time of making the
contract.

For the case at hand, the only term of the contract was the specification of the books that The
Dean wanted and was agreed upon them. But in the circumstances at hand where terms,
conditions and warranties were made on receipt, but here one definite that receipt is a mere
paper for acknowledgement of payment, but where those terms, conditions and warranties
have been included on the same paper (receipts), what is the law?

First, in the case of Olley v Marlborough Court Ltd. Any terms, conditions, cannot be
unilaterally introduced into a contract after its formation, they must be incorporated into a
contract before the contract as the parties may agree, or at the time of the formation of the
contract still as agreed upon by the parties.

It is clear from the case at hand, that the terms, conditions and warranties placed on the
receipt were not agreed upon by the parties, and that is why in the case of Olley supra, terms
and conditions introduced after the point of formation, unless the other party agrees, (and the
contract thereby amended) do not form part of the same agreement.

In fact, the more onerous or difficult and unusual the terms are, the more clearly the have to
be brought to the other party’s attention to be incorporated. Therefor The Dean and the
Aristoc Bookshop should be aware that the terms and conditions placed on the receipt were
not agreed upon at the time making and concluding the contract, Thornton v Shoe Lane
Parking Ltd is the authority upon which this position was held. For the terms and condition to
apply, there are two important requirements to be fulfilled;

1. The conditions or the terms must be included in a document in which the contractual
terms or conditions would normally be, where verbal contract, it should take in that
form.
 2. There must have been reasonable notice of the existence of those terms and condition
before and at the time of contracting.

Contrary, the case at hand did not follow any of the rules above, there was no documented
contract, and therefore, there were no terms included in the document form, not because there
were terms and conditions agreed by the parties verbally but nothing of that kind existed. But
where it exists, the second rule comes in to play, still the attendant did not bring to the
attention of The Dean, nothing like of the reasonable notice of the existence was presented.

In parker case supra, for all unsigned documents, such as tickets, receipts or notice.
Reasonable and sufficient notice of the existence of the exclusion clause should be given to
the party upon whom such terms and conditions in the exclusion clause would apply, but
where it is on a receipt which is a mere acknowledgement of payment, the terms, conditions
and warranties does not apply,

Following very reasoning above, the exclusion clause including terms, conditions and
warranties were contained in a receipt, no reasonable and sufficient notice was given, and
sticking to the rule, the exclusion clause with all it contained will not apply to The Dean and
the contract he made with Aristoc Bookshop Kampala, and the attendant should understand
that it is matter of law, not business suggestion.

3. Whether there was breach of contract

The case of Ronald Kasibante v Shell Uganda Ltd. Breach was defined as a situation where
one party to a contract fails to perform the term of the said contract that it occurs when a
party neglect, refuses to perform any part of it bargain, written or oral without any legitimate
legal excuse.

Inferring from the definition above, the term of the contract was “purchase of law books”.
The buyer, The Dean made his description of the law books to the Aristoc Bookshop
Kampala, or the attendant. Both the parties understood what constituted the contract, and that
is why where The Dean inquired from the attendant after being presented by the list of the
books titled “Recommended Law Books for LLB I Course for Ugandan Universities”.

The attendant assuring The Dean that the books where of good deal as they were selected by
experts from school of law, it showed that the attendant understood the term and condition of
the contract, meaning that as The Dean paid for the books, it was on part of attendant to make
sure that, the books packed were the one contracted upon. The fact that he failed, to do so
amounted to breach of contract.

4. Whether there are available remedies

According to Mogas (U) Ltd v Benzina. Breach of contract has been defined as the breaking
of the obligation which a contract imposes for which it confers a right of action in damages to
the injured party. In fact, this entitles the party injured to treat the contract if the other party
fails to perform his or her obligation. In this regard, The Dean is left to sue for damages or
seek for discretionary remedies hereunder, in summary;

Damages

In Hall Brothers SS Co Ltd v Young. Damages were defined as sum of money which falls to
be paid by a reason of some breach of duty or obligation, whether that duty or obligation is
imposed by contract, by general law or by legislation. But the case at hand is of contractual
breach, breach of obligation imposed by the contract.

Damages are compensatory in nature but not a punishment. They are measured by material
loss suffered by the plaintiffs. As a general rule, the plaintiffs must not receive more nor
should he receive less than appropriate measure of damages commensurate with his or her
material loss.

Following circumstance at hand, I would advise The Dean through his lawyer to pray to the
court for general damages for the losses he has incurred especially transportation of the books
and time wasted, and his purchase money be refunded, this would restore him to the normal
position as if he did not contract with Aristoc Bookshop Kampala.

I would advise The Dean through his lawyer to seek for discretionary remedies like;

Specific performance

According to Samantha Hepburn. Specific Performance has been defined as an order by a

court compelling a party to a contract or any other situation suitable to perform his or her
obligation according to the contract or situation therein. Under it, equity directs the party at
fault do exactly what he or she is supposed to do under a given contract.
Mazoor vs Baram. The question of specific performance was aptly addressed as follows, “the
specific performance is an equitable remedy grounded on the equitable maxim, “that equity
regards as done which ought to be done”. As equitable remedy it is decreed at the discretion
of the court.

In this regard, I would consider that The Dean performed his obligation imposed on him by
the contract between him and Aristoc Bookshop Kampala by paying the books. And Aristoc
Bookshop Kampala fails to pack exactly those required law books, to that effect, he should
pray to the court through his lawyer, the Aristoc Bookshop Kampala be ordered to perform
specifically according to the contract and the description of the books. The court should order
Aristoc Bookshop Kampala to give exactly the law books as the term of the contract
stipulated at formation.

This principle is enshrined in section 64 (2) (b) of the Contract Act. it provides that a party is
not entitled to specific performance of a contract where the specific performance will produce
hardship which would not have resulted if there was no specific performance.

Rescission as another discretionary and equitable remedy

Rescission is an equitable remedy used to terminate contracts and return the parties to their
previous positions. As a result, when one party to a contract breaches a condition, the other
party chooses to treat it as no longer binding on him. In this case, the court effectively
releases the parties from any contractual obligations, rendering the contract unenforceable

Rescission is an equitable remedy which permits a party to a contract to have that contract set
aside or avoided. The rationale is to restore the parties to their original position as before the
formation of the contract. The remedy has the effect of placing the parties to a contract in the
position that he or she would have been had the contract not been entered in to. “Status quo
ante or restitution in integrum.

It is important to remember that the contract remains in existence and valid until it is
rescinded by the court. This means that the parties can still have interests under the contract
before it is rescinded. The party seeking to rescind a contract must apply to the court for an
order, and unless and until the court grants such order, the contract remains fully valid.
Where a contract is rescinded by the court, it is treated as voidable “void ab initio” in other
words, it is retrospectively invalidated from its beginning. The consequence of this, is that a
party who is granted the equitable remedy of rescission cannot not recover damages as that
would put him or her in the position, he or she would have been had the contract been
performed. The grounds for rescission are as follows; misrepresentation, mistake, undue
influence, unconscionable transaction.

This remedy as well applies to the case at hand, for there was breach, and the party affected
(The Dean) is at liberty to rescind the contract. More so there was negligent
misrepresentation, as one of the grounds that allows that allows the party to rescind contract.

General advice to The Dean is hereunder

Generally, my advice would in summary be to The Dean, that there was a contract between
him and Aristoc Bookshop Kampala as their agreement constituted all the essentials of a valid
contract required by the law and its standards,

That, the terms, conditions and warranties that he found on the receipt would not apply to
him, as they did not agree upon them at the time of making the contract, and no reasonable
notice of the same was given to him.

That according to Sale of Goods Act section 15 (b) where a buyer gives specifications for the
goods for the case at hand, Law text books, and relied upon the seller’s, foe the case at hand
the attendant’s skills and judgement, there would be an implied condition that the books
would be fit for the purpose (law programs) for which the buyer (The Dean ) bought, breach
of such condition would entitle the buyer (The Dean ) to reject the goods (American text
Books) as opposed to the written warranties, and entitles the buyer to claim for damages for
breach.

That there was breach of the contract for misrepresentation negligently made by the attendant
that of Aristoc Bookshop Kampala, which misrepresentation made him believed that the box
contained exactly the law books he wanted,

Lastly, I would advise The Dean, that contract becomes voidable for misrepresentation and
therefore, breach for the same, to that effect, he has a right to either take the books back and
solve the issue outside the court but if fails, sue for breach of contract, following legal
procedures.

In conclusion to there was a contract which it followed by breach of contract, the exclusion
clause on the receipt is inapplicable for the missing requirement and standards, and the
remedies for breach at both from common law and equity as explained thereof above.

Would your advice be different if the above clause was contained in a formal contract he
signed with the bookshop before he paid for the books?

Yes, my advice would definitely be different, and for the reasons I already explained under
issue 2, thereof above. But for emphasis;

In the High Court case of Africa Polysack Industries v Sugar and Allied Industries Ltd Civil
Suit No. 174 of 2016, Hon. Justice Stephen Mubiru quoting Parker case supra, that exclusion
clause may be contained in unsigned documents such as tickets or a notice, such a case
reasonable and sufficient notice of the existence of the clause should be given.

For signed document was positioned in L’ Estrange v Graucob. In this case the plaintiff
bought a cigarette machine from the defendant and signed the sale agreement, in a very small
print without reading it. The agreement provided that any express or implied condition,
warranty…. Were excluded. The machine failed to work properly. In an action for breach of
warranty, the defendant was held to be protected by the clause.

Scrutton LJ said “when a document containing contractual terms is signed, the, in the absence
of fraud, misrepresentation, the party signing it is bound, and it is worthy immaterial whether
he reads the material or not”.

Concluding from above, where a plaintiff signs a document having contractual effect
containing an exclusion clause, it will automatically form part of the contract, and he or she is
bound by the term of the contract, this is so, even if he has or nit read the document and
regardless of whether he understands it or not.

Where The Dean had signed a contract with the statements, “Goods once sold are not
returnable. Aristoc Bookshop Kampala is not liable for any defects in the goods whatsoever.
All conditions and warranties are hereby excluded”. This would be a different circumstance
and The Dean would be bound by this term.
Therefore, there would be no breach for the terms could have been signed whether he actually
read it or not, understood it or not. The fact that he signed, The Dean is bound.

I would as well advise him, that because he signed the document, all the terms, conditions
and warranties do apply on him, and that he should always be very careful before signing any
document, otherwise such would be binding on him.

Lastly, I would advise The Dean to use alternative dispute resolution, that the matter be
solved outside court of law, and that the case is against him, and there is no any slightest
possibility of winning it, and will stop wastage of money for court costs or he should fully
accept the terms and condition but only to avoid such occurrence from reoccurring in the
future.

BIOGRAPHY

REFERENCES

The law applicable

1. The constitution of the Republic of Uganda 1995 as Amended.

2. The Judicature Act Cap 34
3. The Contract Act 2010
4. The Sale of Goods and Supply of Service Act
5. The Electronic Transaction Act

The case law.

1. Misa v Curie [1875] LR 10 Ex 153.

2. Adams v Lindsell (1818) 1 B & Ald 681.
3. Apia v Chukia Civil Suit No. 0022 of 2013.
4. Miza v Bruna Civil Appeal No. 26 of 2016.
5. Waiga v Andima Civil Appeal No. 20 of 2016.
6. Carlill v carbolic smoke Ball co (1892)2QB 484
7. Bruno Kiwuwa v Ivan Serunkuma & Juliet Namazi Civil No.52 of 2006.
8. Pharmaceutical Society of Great Britain v Boots Cash Chemist [1953]1 QB 403.
9. Dup Hon Justice Anup Singh v Mohinder Singh and Another Civil Suit No. 335 of
2014.
 10. Golden Ocean Group Ltd v Salgoarcar Minning Industries and Another [2011]
EWCH 56.
11. Africa Polysack Industries Ltd v Sugar and Allied Industries Ltd Civil Suit No. 174 of
2016.
12. Dr. Rodney Mugarura v. Paramount Hospital Kampala Limited & Dr. Begumisa
Simon (Civil Suit 411 of 2021) [2024].

Text Books.

1. The Law of Contract by Trietel.

2. Geoff Monahan Essential Contract Law.
3. The Principal of Law of Contract in Uganda, by Professor Ben Kiromba
Twinomugisha.