The High Court Commercial Division has ordered businessman Patrick Bitature to pay architectural and engineering consultancy firm Finicon (U) Limited US$256,136.17 (about Shs954 million), exclusive of VAT, after finding that he breached contracts relating to two stalled property projects in Kololo, Kampala.
The amount will attract interest at 9 per cent per annum from May 20, 2014 until it is paid in full, in addition to the costs of the suit, potentially pushing the value of the award substantially higher than the principal sum.
In a judgment delivered on August 18, 2026, Justice Stephen Mubiru rejected a series of defences advanced by Mr Bitature, including claims that the consultancy contracts were ambiguous, that Finicon lacked the professional qualifications required to execute architectural work and that the company had committed fraud.
The court instead found that the contracts were enforceable and that Finicon had performed substantial portions of the work for which it had not been fully paid.
The decision arises from Finicon (U) Limited v Patrick Bitature, Civil Suit No. 1003 of 2018, a dispute that dates back to consultancy agreements signed in 2012. The case was heard on August 19, 2022, but judgment was delivered four years later.
The Two Kololo Projects
The dispute arose from two ambitious projects that Mr Bitature commissioned in Kololo. Under an agreement dated July 6, 2012, Finicon was contracted to provide professional consultancy services for a high-end boutique hotel along Summit View Road on Kololo Hill. The proposed investment was estimated at between US$5 million and US$6 million.
A second agreement, dated August 24, 2012, covered the remodelling of Mr Bitature’s residential property at Plot 9 Malcolm-X Road, Kololo.
Under the hotel agreement, the consultancy fee was structured at five per cent of the construction cost, subject to a locked project sum of US$6 million. If the bills of quantities produced a lower construction cost, the fee would be recalculated using the lower amount. If the cost exceeded US$6 million, the agreed position would remain unchanged.
For the residential project, the consultancy fee was similarly set at five per cent of the construction cost.
Finicon told court that it undertook extensive work under both contracts, including surveying, appraisal and feasibility assessments, preparation of schematic and production drawings, project summaries, tendering and preparation of tender reports.
The company also secured environmental clearance from the National Environment Management Authority and commenced the process of obtaining development permission from Kampala Capital City Authority.
For the residence, Finicon obtained the necessary development permission, submitted architectural and swimming-pool structural drawings to KCCA and conducted the tendering process. But the two projects eventually stalled.
Finicon claimed that it had completed approximately 76 per cent of the contracted consultancy work and was entitled to US$228,000 for one contract and US$63,136.20 for the other.
The firm said Mr Bitature had paid only US$23,538, leaving a substantial balance unpaid. It also told court that, because of the non-payment, it had used its own financial resources to pay subcontractors involved in the projects, severely affecting its cash flow and operations.
Bitature’s Defence
Mr Bitature disputed the claim and argued that the contracts were unenforceable because their consideration could not be properly ascertained.
His lawyers argued that neither project had progressed to the point where final bills of quantities could be produced and, consequently, the construction costs remained uncertain.
According to the defence, the US$23,538 already paid had been agreed as full and final settlement because the projects had not progressed to the development stage.
Mr Bitature also argued that he was not liable for payments Finicon had made to subcontractors because he had not contracted those third parties directly. But the court was not persuaded.
Justice Mubiru found that the contracts contained workable mechanisms for calculating the fees and that the fact that the final construction costs could vary did not make the agreements uncertain.
The judge noted that the hotel contract clearly established a US$6 million locked budget and provided a mechanism for calculating the architectural fees depending on the eventual bills of quantities.
The payment arrangement was also clearly structured, with 10 per cent of stage fees payable at the end of each design stage and the remaining 90 per cent payable six months after completion of the particular stage.
Court Rejects Professional Registration Defence
One of the most significant aspects of the ruling was the court’s treatment of Mr Bitature’s argument that Finicon could not lawfully enforce the contracts because it was not registered as an architectural firm and some of the individuals involved were not registered architects at the time.
The defence argued that Finicon’s Director of Operations, Trevor Muhumuza, was not registered as an architect until December 19, 2017 and that the company itself was not registered as an architectural firm.
The defence further alleged that the company’s directors had held themselves out as qualified architects and that the arrangement amounted to unlawful practice.
Justice Mubiru, however, distinguished between an individual unlawfully practising architecture without a licence and a company employing qualified professionals to perform regulated work.
The judge noted that the Architects Registration Act regulates individuals because individuals, rather than companies, are the ones eligible for registration and practising licences.
The court found that a corporation could lawfully contract to provide professional services where the actual professional work was executed, supervised and stamped by a registered and licensed professional who retained independent professional judgment.
The evidence showed that Finicon employed registered architect Rogers Mukalazi, who was responsible for the architectural work.
The court found that Mr Mukalazi was registered and licensed when he took charge of the work and that he designed, stamped and presented the architectural documents for approval.
The unlicensed directors, according to the evidence accepted by court, coordinated activities and meetings but did not themselves design or control the architectural output while unlicensed. Justice Mubiru therefore rejected the illegality defence.
The court said the arrangement did not amount to prohibited fee-sharing or an unlawful partnership because Mr Mukalazi was a salaried employee rather than a partner sharing professional fees with the company.
Fraud Allegations Rejected
The court was equally critical of the manner in which allegations of fraud and lack of privity were raised.
Mr Bitature’s lawyers alleged that Finicon had committed fraud in relation to the value of the hotel project declared to NEMA.
They argued that while Finicon claimed a project value of more than US$12 million, the value declared to NEMA was Shs5.35 billion, resulting in a lower environmental approval fee.
The defence also sought to rely on the alleged lack of professional registration as another reason why the contracts should not be enforced.
But Justice Mubiru held that the fraud and lack-of-privity arguments had not been properly pleaded.
The judge emphasised that pleadings define the boundaries of a civil dispute and that parties cannot wait until cross-examination or closing submissions to introduce entirely new grounds for defeating a claim.
The court said serious allegations such as fraud, misrepresentation and illegality must ordinarily be specifically pleaded so that the opposing party has a fair opportunity to respond, conduct discovery and produce evidence.
In this case, the scheduling memorandum had identified ambiguity as the principal dispute over enforceability. Fraud and lack of privity were raised later during the trial.
Justice Mubiru concluded that allowing the defence to shift from an argument about contractual ambiguity to allegations of fraud and other forms of illegality at the end of the trial would have been unfair to Finicon.
Judge Questions Bitature’s Evidence
The judge also found contradictions in Mr Bitature’s testimony concerning the extent of work undertaken by Finicon.
The court noted that although Mr Bitature claimed the projects had stopped at an early stage, he acknowledged receiving various drawings and project documents.
These included approved and stamped drawings, Summit View drawings, bills of quantities and documents acknowledging delivery of architectural drawings for the residence.
The judge further noted that Mr Bitature acknowledged receiving KCCA-approved drawings and had responded to one communication concerning them.
According to Justice Mubiru, these acknowledgements were inconsistent with the claim that he was unaware of further work executed by Finicon.
The court said the contradictions undermined the reliability of his testimony concerning the extent of work performed.
Shs23m Payment Was Not Full Settlement
Another key issue was whether the payment already made by Mr Bitature extinguished his obligation to Finicon.
Mr Bitature testified that the hotel project was terminated after the Ministry of Defence raised concerns about its location, while the residential project was abandoned because its cost was higher than he expected.
He said the parties subsequently valued the work and arrived at approximately US$23,000, which he paid as a lump sum.
But the court found no clear evidence that Finicon had agreed to accept that amount as full and final settlement. Justice Mubiru held that merely paying a smaller amount does not automatically settle a larger debt.
The defendant had to prove that the creditor had expressly agreed to accept the amount as complete settlement, and the evidence did not establish such an agreement.
The court therefore concluded that the earlier payments were only part-payments and did not extinguish the outstanding contractual obligation.
Interest Runs From 2014
The court also rejected Finicon’s request for additional general and punitive damages. Justice Mubiru reasoned that the primary loss resulting from delayed payment was financial and that interest was sufficient compensation for being deprived of the money.
The judge found that Finicon was not entitled to additional general damages for alleged loss of reputation because that would amount to double compensation on top of interest.
The claim for punitive or exemplary damages was also rejected because such damages are generally not available for an ordinary breach of contract. However, the court granted interest.
Justice Mubiru identified May 20, 2014 as the date when the outstanding amount fell due. This followed the court’s consideration of the contractual payment structure and the tender valuation report dated November 20, 2013.
The judge concluded that 9 per cent annual interest from May 20, 2014 until payment in full was just, reasonable and adequate compensation for the period Finicon had been kept out of its money.
Final Order
In the final orders, Justice Mubiru entered judgment in favour of Finicon against Mr Bitature for US$256,136.17, exclusive of VAT. The award attracts interest at nine per cent per annum from May 20, 2014 until payment in full.
The businessman was also ordered to meet the costs of the suit. The ruling therefore brings to a judicial conclusion a dispute over consultancy work carried out more than a decade ago on two high-value Kololo projects that never reached completion.
For Finicon, the judgment provides a court-backed recovery of the outstanding professional fees after years of litigation.
For Mr Bitature, the immediate financial exposure goes beyond the US$256,136.17 principal because the court has ordered interest to run from May 2014 until the debt is fully settled, together with the costs of the litigation.
The judgment also sends a wider message on commercial contracts and professional services: a company cannot necessarily escape a contractual obligation by later questioning the registration status of the corporate entity where the regulated professional work was actually performed by appropriately licensed individuals.
Justice Mubiru’s ruling makes clear that courts will examine the substance of how professional services were delivered, the terms agreed by the parties and the evidence of performance before declaring a contract illegal or unenforceable. In this case, those factors ultimately left Mr Bitature liable for the unpaid consultancy fees.
Author Profile
- Charles Gazza Kodili is a seasoned journalist with over 20 years of experience in the media industry. He holds a Bachelor of Arts degree in Mass Communication. He’s currently the Chief Editor at the Investigator.
Charles can also be reached via; Tel: +256 774 108978
Email: [email protected]
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