THE POLICE SHOULD RESPECT THE RIGHTS OF UGANDANS
Human rights are rights inherent to all human beings, whatever their nationality, place of residence, sex, nationality or ethnic origin, colour, religion, language, or any other status. These rights are all interrelated, interdependent and indivisible. Universal human rights are often expressed and guaranteed by law, in the forms of treaties, customary international law, general principles and other sources of international law. International human rights law lays down obligations of governments to act in certain ways or to refrain from certain acts, in order to promote and protect human rights and fundamental freedoms of individuals or groups. The principle of universality of human rights is the cornerstone of international human rights law. This principle was first emphasized in the Universal Declaration on Human Rights in 1948, it has since then been embraced by various conventions, declarations, and resolutions. The 1993 Vienna World Conference on Human Rights for example noted that it is the duty of states to promote and protect all human rights and fundamental freedoms, regardless of their political, economic and cultural systems. Since the adoption of the Universal Declaration of Human Rights on 10 December 1948, the UN has developed a wide range of international human rights standards and norms, as well as mechanisms to promote and protect those rights. The participation of other actors, including non-governmental organizations (NGOs), has been essential to this process. The rights and freedoms set out in the UDHR were not enforceable, although today most would be recognized as customary international law and some even as jus cogens. However, the UDHR did represent the first attempt to afford comprehensive international protection for the individual. It is upon this background that human rights protection at the national level through the implementation of the human rights obligations contained in the treaties is ensured. In spite of evident progress, serious human rights violations continue to occur worldwide. The Universal Declaration of Human Rights (UDHR) was adopted early in the life of the UN, by a General Assembly Resolution on 10 December 1948. It was drafted by the Commission on Human Rights. As a General Assembly resolution, the UDHR is not a legally binding instrument. That was not the intention; rather, in the words of Eleanor Roosevelt, Chair of the UN Commission on Human Rights and US Representative to the General Assembly, the UDHR was to act as a ‘common standard of achievement for all peoples of all nations’.
The UDHR set down minimum standards in respect of a number of wide ranging identified rights and freedoms. It contains 30 Articles relating to those rights and freedoms which are regarded as being every person’s birthright. Articles 1 and 2 of UDHR are regarded as fundamental, underlying all human rights: the right to freedom and equality and to freedom from discrimination. Articles 3–21 set out civil and political rights whereas Articles 22–27 refer to economic, social and cultural rights. The last three Articles call for a social and international order safeguarding the universal enjoyment of all human rights in which, inter alia, individuals have duties to the community. Uganda not being left out is a signatory to a number of international human rights legal instruments, namely the Universal Declaration of Human Rights. However, questions have been raised as to why a government that has in the first place assented to international obligations, gone ahead to codify them in its native law gone ahead to breach its obligations. It is important to note that under the 1995 constitution of Uganda quite a good number of rights and obligation are provided for. Similarly article 20 of the 1995 constitution of Uganda provides that fundamental rights and freedoms of the individual are inherent and not granted by the State, these rights and freedoms of the individual and groups as enshrined in Chapter four shall be respected, upheld and promoted by all organs and agencies of Government and by all persons. It is important to note that the state does not grant human rights but rather acts as a regulatory body on how they will be enjoyed. The government of Uganda headed by President Museveni which the citizens gave the mandate to govern through an election in 2011 should put this in consideration. Following the way government and its institutions mainly the police are handling the citizens in some instances is improper. Most especially in effecting arrest due to circumstances that have been dubbed illegal, it is important to note that the police does not in any way grant permission to stage assemblies as it is a constitutional right as per article 29 (1) (d). The mandate of police is merely to ensure that the assembly is staged in a peaceful manner and henceforth does not violate the rights of other citizens this is provided for in S.32 of the Police Act. The section further provides for the mandate of police to issue guidelines on how assemblies are to be conducted. However the manner in which demonstrators have in some scenarios been arrested by the police is way too much. In as much as some of them have in some instances overlooked the security guidelines, this does not call for effecting their arrest by spraying pepper in their eyes, crushing their cars, harassing them in public and handling them in a manner that is really demeaning.
Section 36 of the Police Act provides that the police officer in charge can do whatever it takes to disperse illegal assemblies. Important to note however is that the test of whatever it takes to disperse the assembly should be within the ambits of reasonable force. There is no reason for dragging people onto pickups like they are not human, battering them like snakes and even arresting them in a demeaning manner.

Human Rights Law

QUESTION;

Assess the effectiveness of both the treaty based human rights system in promotion and protection of human rights.

Introduction

Human rights are rights inherent to all human beings, whatever their nationality, place of residence, sex, national or ethnic origin, colour, religion, language, or any other status. These rights are all interrelated, interdependent and indivisible. Universal human rights are often expressed and guaranteed by law, in the forms of treaties, customary international law, general principles and other sources of international law. International human rights law lays down obligations of governments to act in certain ways or to refrain from certain acts, in order to promote and protect human rights and fundamental freedoms of individuals or groups. The principle of universality of human rights is the cornerstone of international human rights law. This principle was first emphasized in the Universal Declaration on Human Rights in 1948, it has since then been embraced by various conventions, declarations, and resolutions. The 1993 Vienna World Conference on Human Rights for example noted that it is the duty of states to promote and protect all human rights and fundamental freedoms, regardless of their political, economic and cultural systems. The promotion and protection of human rights and fundamental freedoms is one of the main mandates of the United Nations (UN), as set out in its Charter. Since the adoption of the Universal Declaration of Human Rights on 10 December 1948, the UN has developed a wide range of international human rights standards and norms, as well as mechanisms to promote and protect those rights. The participation of other actors, including non-governmental organizations (NGOs), has been essential to this process. In spite of evident progress, serious human rights violations continue to occur worldwide. In this context, and in recognition of the limitations of the international human rights system, the UN has recently launched a far-reaching reform process. Its main objective is to rationalize and improve the existing international mechanisms in order to ensure the realization of all human rights for all. Some significant changes have already taken place, notably the establishment, in 2006, of the Human Rights Council as a replacement for the former Commission on Human Rights. Today, there are more than 100 international human rights instruments (treaties, declarations, principles, recommendations, guidelines, etc.).

Assessment of the effectiveness of both the charter and treaty based human rights system in promotion and protection of human rights.

The principle of universality of human rights is the cornerstone of international human rights law. This principle was first emphasized in the Universal Declaration on Human Rights in 1948, it has since then been embraced by various conventions, declarations, and resolutions. The 1993 Vienna World Conference on Human Rights for example noted that it is the duty of states to promote and protect all human rights and fundamental freedoms, regardless of their political, economic and cultural systems. The promotion and protection of human rights and fundamental freedoms is one of the main mandates of the United Nations (UN), as set out in its Charter. Since the adoption of the Universal Declaration of Human Rights on 10 December 1948, the UN has developed a wide range of international human rights standards and norms, as well as mechanisms to promote and protect those rights. The charter based aspect for the protection of human rights is mainly a set of obligations put henceforth by the UN charter that should be followed in order to avoid the blatant abuse of human rights. According the UN Charter of 1945 the duty of protecting individual human rights is vested in the state. Further to this, the UN Charter (1945) drives to the end of maintaining international peace and security, and to the affective collective measures for the prevention and removal of threats to the peace, and for the suppression of act of aggression or breach of peace... in the charter, the security council is vested with the power to the maintenance of international peace and security and equitable geographical distribution. According to the UN charter protection of human rights is mainly done through the various organs put in place for the maintenance of human rights observation. Individual claims can be lodged to the UN Security Council where a state fails to observe the human rights of its nationals. Accordingly the organ put in place by charter for the settlement of interstate disputes is the security where inter state disputes are also lodged.

The International Bill of Human Rights

The term ‘International Bill of Human Rights’ encompasses the human rights provisions of the 1948 Universal Declaration of Human Rights and the two international Covenants on human rights: the UN Covenant on the Civil and Political Rights, its two Optional Protocols and the International Covenant on Economic, Social and Cultural Rights. The Preamble to the UN Charter declares a cardinal principle of the UN as being to reaffirm faith in fundamental human rights, in the dignity and worth of the human person, in the equal rights of men and women and of nations large and small… However the predominant guiding principle of the founding fathers of the UN was to establish an international framework which would prevent further occurrences of major armed conflict by the promotion of international peace and security and cooperation among nation states. This international community was premised on ‘faith in fundamental human rights’: equality, the rule of law, social progress and cooperation between nations. Under Article 62(2) of the UN Charter the Economic, Social and Cultural Council (ECOSOC) was charged with a general duty to make ‘recommendations for the purpose of promoting respect for, and human rights and fundamental freedoms for all’. In pursuit of this aim the ECOSOC created the Commission on Human Rights, which became the central UN organ in the human rights area.

The Universal Declaration of Human Rights

The Universal Declaration of Human Rights (UDHR) was adopted early in the life of the UN, by a General Assembly Resolution on 10 December 1948. It was drafted by the Commission on Human Rights. As a General Assembly resolution, the UDHR is not a legally binding instrument. That was not the intention; rather, in the words of Eleanor Roosevelt, Chair of the UN Commission on Human Rights and US Representative to the General Assembly, the UDHR was to act as a ‘common standard of achievement for all peoples of all nations’. The UDHR set down minimum standards in respect of a number of wide ranging identified rights and freedoms. It contains 30 Articles relating to those rights and freedoms which are regarded as being every person’s birthright. Articles 1 and 2 are regarded as fundamental, underlying all human rights: the right to freedom and equality and to freedom from discrimination. Articles 3–21 set out civil and political rights whereas Articles 22–27 refer to economic, social and cultural rights. The last three Articles call for a social and international order safeguarding the universal enjoyment of all human rights in which, inter alia, individuals have duties to the community.
The rights and freedoms set out in the UDHR were not enforceable, although today most would be recognised as customary international law and some even as jus cogens. However, the UDHR did represent the first attempt to afford comprehensive international protection for the individual. It is obviously important that UN human rights instruments be assessed as to their impact on promoting and protecting the human rights of individuals who are the nationals of contracting parties.

The objective of the human rights treaty system is to ensure human rights protection at the national level through the implementation of the human rights obligations contained in the treaties. The primary aims of the treaty system are to:
• encourage a culture of human rights
• focus the human rights system on standards and obligations
• engage all states in the treaty system
• interpret the treaties through reporting and communications
• identify benchmarks through general comments and recommendations
• provide an accurate, pragmatic, quality end product in the form of concluding observations for each state
• provide a remedial forum for individual complaints
• encourage a serious national process of review and reform through partnerships at the national level
• operationalize standards
• mainstream human rights in the UN system and mobilize the UN community to assist with implementation and the dissemination of the message of rights and obligations.

Accordingly, the effectiveness of the treaty system must be assessed by the extent of the national implementation of the recommendations resulting from constructive dialogue under reporting procedures, decisions under the four individual complaints procedures currently in operation and the outcome of inquiries. It must also be assessed by how successful the system has been in providing States with authoritative guidance on the meaning of treaty provisions, preventing human rights violations, and ensuring prompt and effective action in cases where such violations occur.
The system’s effectiveness should also be assessed by how far the output of these procedures has been integrated into all national, regional and international efforts to protect human rights.
The nine core international human rights treaties dealing with specific human rights are:

1. The International Covenant on Civil and Political Rights (ICCPR) (1976)
2. The International Covenant on Economic, Social and Cultural Rights (ICESCR) (1976)
3. The International Convention on the Elimination of All Forms of Racial Discrimination (ICERD) (1969)
4. The Convention on the Elimination of All Forms of Discrimination against Women (CEDAW) (1981)
5. The Convention against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment (CAT) (1987)
6. The Convention on the Rights of the Child (CRC) (1990)
7. The International Convention on the Protection of the Rights of All Migrant Workers and Members of their Families (ICRMW) (2003)
8. The International Convention on the Rights of Persons with Disabilities (2008)
9. The International Convention for the Protection of All Persons from Enforced Disappearance (This treaty had not entered into force as of June 2008.)

A treaty enters into force once a certain number of States (as determined by the treaty itself) have ratified or acceded to it. Of the nine core international human rights treaties, only the International Convention for the Protection of All Persons from Enforced Disappearance had not entered into force as of June 2008, as it had not yet been ratified by the required 20 States.
Some treaties are supplemented by optional protocols, which State Parties to the treaty may ratify. Optional protocols normally contain provisions regarding a specific issue and/or allow for specific procedures, such as individual complaints or inquiries.

Accordingly a number of mechanisms have been introduced in an attempt to monitor compliance with each human rights treaty.
The main international human rights treaties have established special committees which have been specifically entrusted with the task of supervising the way countries abide by their treaty obligations. These treaty bodies of which are currently nine, have been created pursuant to the relevant UN human rights treaties, as follows:
The Human Rights Committee (HRC), created under the ICCPR
The Committee on Economic, Social and Cultural Rights (CESCR), created under the ICESCR
The Committee on the Elimination of Racial Discrimination (CERD), created under the International Convention on the Elimination of all Forms of Racial Discrimination (ICERD)
The Committee on the Elimination of Discrimination against Women (CEDAW), created under the Convention on the Elimination of all Forms of Discrimination against Women (CEDAW).
The Committee Against Torture (CAT), created under the Convention against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment (CAT)
The Subcommittee on Prevention of Torture and other Cruel, Inhuman or Degrading Treatment or Punishment (SPT), created under the Optional Protocol to the Convention against Torture (OPCAT)
The Committee on the Rights of the Child (CRC), created under the Convention on the Rights of the Child (CRC)
The Committee on Migrant Workers (CMW), created under the International Convention on the Protection of the Rights of All Migrant Workers and Their Families (ICRMW)
The Committee on the Rights of Persons with Disabilities (CRPD), created under the Convention on the Rights of Persons with Disabilities (CRPD).
The treaty bodies conduct their implementation programmes in three major phenomenons which include;
Meeting periodically throughout the year, the treaty bodies fulfill their monitoring function through one or more of three different methods.
First, all states parties are required by the treaties to produce state reports on the compliance of domestic standards and practices with treaty rights. These reports are reviewed at various intervals by the treaty bodies, normally in the presence of state representatives.
Concluding observations, commenting on the adequacy of state compliance with treaty obligations, are issued by the treaty bodies following the review.
Second, in the case of four treaties individuals may complain of violations of their rights under the treaty (the Civil and Political Covenant, the Racial Discrimination Convention, the Convention Against Torture, and the Women’s Discrimination Convention). These complaints are considered by the treaty body which expresses a view as to the presence or absence of a violation. Third, in the case of CAT and CEDAW, their work includes another procedure. This is an inquiry procedure which provides for missions to states parties in the context of concerns about systematic or grave violations of treaty rights. In addition, the treaty bodies contribute to the development and understanding of international human rights standards through the process of writing General Comments or Recommendations. These are commentaries on the nature of obligations associated with particular treaty rights and freedoms.

On becoming a party to a treaty, a state undertakes certain legal obligations and is legally bound to implement the rights set out in that treaty. As we have seen, the guarantee of a right is only good if there is compliance with the treaty. In other words, an individual can only derive actual benefit from the UN human rights treaty provisions if their state is implementing the provisions of the treaty. Compliance with the treaty needs to be monitored, and to this end reporting procedures have been introduced. So as to establish how a contracting party is giving effect to the rights it has pledged to provide within its territory, all UN human rights treaties impose the obligation of periodic reporting upon states parties. This normally means that on becoming a party to a convention, a state must submit an initial report (normally a year after joining the treaty). Following this initial report, a state is obliged to submit periodic reports and these often vary according to the treaty. In these reports states are required to elaborate on ‘the measures they have adopted which give effect to the rights recognized herein and on the progress made in the enjoyment of those rights’ (Art. 40 of the ICCPR). Each state party must first show what it has done to implement the rights envisaged by the treaty and this can be demonstrated by legislative initiatives, amendments to existing legislation, administrative and social policies, and educational campaigns and so on.
Secondly, the progress that has been made towards achieving the full enjoyment of the rights protected by the treaty is also required to be presented to the committee. The treaty body may then present the state with a number of issues and questions based on the report submitted. Similarly, the committee is presented with a shadow report from another organ which it compares with the state report for inconsistencies.  The Concluding Observations represent the treaty body’s ‘jurisprudence’ and reflect its understanding and interpretation of the substantive rights contained in the treaty and the way these should be implemented. They are normally made public, so the Concluding Observations of the situation in one state can be a good point of reference for other states. The treaty bodies may also use the reporting obligation of the countries to request ad hoc reports. Thus, for example, according to Article 9 of ICERD, states parties are obliged to submit initial reports within one year of the entry into force of the Convention for the state concerned. Thereafter the reports must be submitted every two years and whenever the Committee so requests. Submission of reports by state parties allows the treaty body to monitor the general situation in the country and see what measures governments are taking to implement the obligations they have undertaken pursuant to their treaty obligations.

A number of UN human rights treaties have introduced special provisions for individual communications i.e.: individual complaints of human rights violations. These treaties are:
ICCPR – First Optional Protocol
ICERD
CAT
ICRMW
CEDAW – Optional Protocol
CRPD – Optional Protocol.

However, by becoming a party to a treaty, the state party does not automatically accept the individual complaints procedure. This can be done by either ratifying an optional protocol, as in the cases of the ICCPR and CEDAW, or by making a specific declaration accepting the individual complaints system, as with CAT, ICERD and the ICRMW.
Once again, each of these treaties contains provisions specifying how its individual complaints system operates, but there are some common features. In general, domestic remedies must have been exhausted for a communication to be held admissible. This rule respects the general principle of state sovereignty and provides each state party with the possibility of addressing the problem domestically before involving the international mechanism. However, if the applicant can show that the domestic remedy will be ineffective (for example, unduly long and cumbersome), the treaty body may still accept the communication. The communication must not be under consideration by any other international or regional human rights body or be subject to an international settlement procedure. The communication must not be anonymous. The communication must be submitted by a victim of the violation. This means that complaints of an actio popularis nature are not admissible and the applicant must show how his/her rights have been infringed. However, this does not mean that a communication cannot be submitted on someone’s behalf. This can be done with authorization from a victim or even without explicit authorisation where the vicarious complainant has a close relationship to the victim. It should be noted that some treaties, for example the Optional Protocol to CEDAW, also allow communications from groups of victims. Communications which the treaty body deems to be an abuse of the right to individual complaint or to be incompatible with the provisions of the treaty are not considered. Thus the communication must be substantiated. Inter state procedure similar to the individual complaints, this procedure allows one state party to complain to the treaty body that another state party has failed to comply with its obligations under a treaty. Periodic reporting and the complaints systems are the two most common mechanisms for ensuring and monitoring state compliance with obligations imposed by UN human rights treaties. However, other devices have been employed by various treaty bodies, including among others General Comments and inquiries. General Comments present the views of the treaty body about the rights contained in the relevant treaty, and constitute the most authoritative interpretation of the substantive rights contained in the treaty. They thus represent another important source of information for states parties in guiding their understanding of the obligations they have undertaken.

Some of the treaty bodies are empowered to initiate inquiries. The Optional Protocol to CEDAW provides the Committee on the Elimination of Discrimination Against Women with the right to initiate inquiries if it has received reliable information attesting to well-founded instances of serious or systematic violation of Convention rights. Similarly, CAT provides the Committee against Torture with the right to initiate inquiries if it has received reliable information on the commission of an act of torture. The early warning system is a procedure is envisaged in the working paper adopted by CERD in 1993. It is designed to help the Committee on the Elimination of Racial Discrimination develop measures to prevent and respond more effectively to violations of ICERD. Early warning measures are designed to prevent existing problems from escalating into conflicts, and can also include confidence-building measures to identify and support whatever strengthens and reinforces racial tolerance, particularly to prevent a resumption of conflict where it has previously occurred. There are also other mechanisms devised by some treaty bodies. Thus, for example, the Committee on the Elimination of Racial Discrimination holds thematic discussions about issues related to racial discrimination such as the prevention of genocide. (Thematic Discussion on the Prevention of Genocide, http://www.unhchr.ch/)
Similarly, the Committee on the Rights of the Child holds days of general discussion. The purpose of these discussions is to facilitate a better understanding of the contents and implications of the Convention on the Rights of the Child as they relate to specific articles or topics. The General Comments and other mechanisms identified above add to the body of ‘jurisprudence’ of each of the treaty bodies in that they provide the interpretation of the duties that states have undertaken by becoming parties to a particular treaty.

Bibliography

Charter of the United Nations 1945
Optional Protocol to CEDAW
The United Nations System: How to make it work for you, 2008
The UN Human Rights Treaty System, Universality at Cross roads, 2001
United Nations Protection of Human Rights, Mechanisms for Human Rights Protection by United Nations Bodies, University of London Press 2009
http://www.ohchr.org/english/bodies/cerd/early-warning

What is the meaning of life?
The Cambridge dictionary defines life as the time from someone’s birth until their death. Life can also be defined as a particular way of living and the experiences that you have. Rick Warren in his book “A Purpose Driven Life” gives life a broader interpretation. He is alive to the fact that we are all God’s creation and hence are bound to leave lives that are meaningful as per the biblical provisions. This is entirely concerned with purpose; to Warren purpose is to leave a life in a Godly way. This calls for righteousness, faithfulness, devotion to religious virtues and at peace with neighbours. Who is your neighbour then, this is any one around you whether familiar or not. According to the Cambridge dictionary, Purpose is the aim that someone wants to achieve, or that something is intended to achieve. It is also defined as an aim or meaning in your life because there is something you want to achieve. With this humble background we arrive to the true meaning of life. I carried out research on at least 30 people in my neighbourhood, 18 of who were women, 10 were men and 2 were children. Majority of the women took life to be living happily in marriage and having steady families, meaning that without this their lives are empty which is true. The men on the contrary took life to be success achieved through acquisition of wealth, driving posh cars, building expensive houses and having a descent job which is also true. The children on the other hand understand life in a different way, to them life is waking up have breakfast and play with friends. To them life is all about living in joy and happiness which is also true. With this I discovered that the meaning of life varies from one generation to another, to the none believers life is all about war and peace. The alcoholic will always take life to be having at least a glass of whisky every day. Contemporary sources offer different interpretations of what life is. Famous writers like Ben Carson have built the meaning of life on the success that one has achieved. In agreement with Rick Warren, this success has to be achieved on purpose. Have a dream, Martin Luther King Jr had a dream that the oppression of the blacks in the USA would one day come to an end. He formed the civil rights movement where he expressed the views of the minority group hence becoming a voice of the voiceless. Nelson Mandela was imprisoned for 27 years but the spirit of having an end to apartheid did not die out and was realized in 1994, he became the first black president of the country and ruled for one term. He is the world’s most admired man, this is all attributed to the goals he set and the achievements he has accomplished. What is your dream my friend? Have you ever dreamt of living a legacy? These are questions that need to be answered, note that it is never too late and you can make a difference. What have you left that people will remember about you? Life is all about answering these simple questions and emulating the lives of those that have already left a legacy. Have a role model that you will always emulate, this should always be in a positive way that will impact change in the society but not adopting the bad behaviours. Remember that you do not need a lot of money to impact change in the society but wealth of the mind. And so let us always work hard to make a difference and be admired by others. We are born with the capability to do what ever the rest can do, so let us not underestimate our potential by always looking for the hard tasks. It takes courage to always be the best and take the front line, do not worry friend life is all about success as the Lord Father wants us to prosper in life. How then are you going to make your life meaningful from now? First, have a dream to always be the best, have courage to take on hard tasks, leave your life on purpose and always have a goal, set the bar too high for whatever you are doing, do every thing to your very best as if there is no tomorrow. Note that if you do not shape your life, circumstances will shape it for you and this comes at a bitter cost. Let us not be satisfied with what we have for this will always make us lazy. No person can do something big in his life if he does not believe in him/herself. We know we win and at the end of the day we win, it all comes with trust for self and pride. Let us be remembered for the works and only the good works that we have done in our lives. Some of the re known people for the works they have done begun from scratch at tender ages so let not wealth be a limiting factor for your innovative ideas. Tim Berners invented internet at the age of 34 starting from nothing to some thing, Larry Page & Sergey Bin at 23 years invented Google, Mark Zukerberg at 20 years invented facebook, Harley Chin at 30 years invented YouTube. With all these being human, starting from scratch to Billions of money why not you, me and them. We all can make a difference if we set minds to the desired dreams and goals. Remember that there is nothing like luck since luck favours a prepared mind so then set your goals to be lucky one day. Let us not be comfortable for the little we have and always behave as if we have not done enough, do more. I would like to end by categorically stating that successful people always look for opportunities to help others while the unsuccessful people are always asking, what is in it for me. If you can not do everything, do something and do not do nothing. With this let us then go and transform our communities for our time to succeed has come and we will be remembered for what we have done now.     

Substituted application

THE REPUBLIC OF UGANDA
IN THE CHIEF MAGISTRATE’S COURT OF NAKAWA AT NAKAWA
MISCELLANEOUS APPLICATION NO.________ OF 2012
[ARISING FROM CIVIL SUIT NO.213 OF 2012]

PRIME BANK LIMITED________________PLAINTIFF/APPLICANT

Versus
ANTHONY KASESE _________________ DEFENDANT/RESPONDENT

CHAMBER SUMMONS (EXPARTE)
(Under O.5 r1(2), O.5 r18, 19 & 32 and O.51 r6 CPR)

LET ALL PARTIES CONCERNED attend Court on the __________ day of ______________ 2012 at _________________ o’clock in the fore/afternoon or soon thereafter as Counsel for the Applicant can be heard on an application for Orders that:

The time within which to serve summons to file defence on the Respondent/ Defendant be extended.

Leave be granted to the Applicant to serve the extended summons unto the Respondent/Defendant by way of substituted service.

Costs of this application be provided for.

The grounds upon which the application is premised are set out in the affidavit of Richard Oyana and shall be read and relied upon at the hearing, but briefly are that:

The Respondent’s whereabouts are unknown.

That all efforts to serve the Respondent personally have been fruitless.

That the interests of justice dictate that this application be granted.

GIVEN under my hand and Seal of this Court this ______ day of ____________, 2012.

___________________
MAGISTRATE
Drawn & filed by:
Sebalu & Lule Advocates
EADB Building, Plot 4 Nile Avenue
P.O. Box 2255, Kampala

AKM/bc

THE REPUBLIC OF UGANDA
IN THE CHIEF MAGISTRATE’S COURT OF NAKAWA AT NAKAWA
MISCELLANEOUS APPLICATION NO.________ OF 2012
[ARISING FROM CIVIL SUIT NO.213 OF 2012]

PRIME BANK LIMITED________________PLAINTIFF/APPLICANT

Versus
ANTHONY KASESE _________________ DEFENDANT/RESPONDENT

AFFIDAVIT IN SUPPORT

I, OYANA RICHARD of M/s Sebalu & Lule Advocates, P.O. Box 2255, Kampala do make oath and state as follows:-

That I am an adult male Ugandan of sound mind and an authorized process server of this Honourable Court and make oath in that capacity.

That on the 16th day of April, 2012, I received Summons in Summary Suit from this Honourable Court to serve upon the Defendant herein Anthony Kasese.

That on the 18th day of April, 2012, I proceeded to Security Group Uganda Limited offices, Nakasero, Kampala, to effect service of the summons unto the Defendant.

That on reaching the said address, I inquired from the Reception whether I could access Mr. Kasese Anthony to serve him the Plaint and Summons.

That the officers at the reception told me that Mr. Anthony Kasese was no longer working with the Company since he had left the Company along time ago.

That I inquired from the said Security personnel at the reception to direct me to the Defendant’s new address, however they said they did not know his whereabouts and neither did any of them know his home or new workplace.

That I perused through the Defendant’s loan facility letter from the Plaintiff Bank and got a mobile cell phone contact/number (0772349402) through which I communicated and advised the Defendant on my intentions to serve him with the Plaint and Summons in Summary Suit.

That the Defendant told me that he was very far from Kampala and that I serve the summons on Security Group Uganda Ltd.

That I asked the Defendant to advise me whether I could serve the summons on his Advocate or any person attached to him authorized by law, however he insisted he did not have anybody to receive the documents for him.

That I requested the Defendant to let me know of the date of his return, however he told me he was not sure of the same.

That all efforts initiated to find the Defendant to serve the summons unto him have been fruitless.

That the summons in summary suit is now expired before I could serve the Defendant, necessitating service of the same on the Defendant by way of substituted service by advertising the same in a newspaper of wide circulation. See Plaint and expired summons attached hereto and marked “A” and “B” respectively.

That I swear this Affidavit in support of the Applicant’s application for substituted service of the summons in summary suit.

That whatever is stated hereinabove is true and correct to the best of my knowledge and belief.

Sworn at Kampala by the said
OYANA RICHARD this ___________________
day of ______________ 2012    DEPONENT

BEFORE ME,

__________________________
COMMISSIONER FOR OATH

Drawn &filed by:
Sebalu & Lule Advocates
Plot 4 Nile Avenue, EADB Building
P.O. Box 2255, Kampala
RO/bc

THE REPUBLIC OF UGANDA
IN THE CHIEF MAGISTRATE’S COURT OF NAKAWA AT NAKAWA
MISCELLANEOUS APPLICATION NO.________ OF 2012
[ARISING FROM CIVIL SUIT NO.213 OF 2012]

PRIME BANK LIMITED________________PLAINTIFF/APPLICANT

Versus
ANTHONY KASESE _________________ DEFENDANT/RESPONDENT

SUMMARY OF EVIDENCE

As per the affidavit in support.

LIST OF AUTHORITIES

The Civil Procedure Rules
Others with leave of Court.

LIST OF DOCUMENTS

The expired summons.
Others with leave of Court.

Dated at Kampala this _____________ day of ____________________ 2012.

_________________________
COUNSEL FOR APPLICANT

Drawn & filed by:
Sebalu & Lule Advocates
EADB Building, Plot 4 Nile Avenue
P.O. Box 2255
Kampala

AKM/bc

Celebrating Golden Jubilee: Tuesday the 9th day of October 2012 Uganda celebrated 50 years of Independence the theme Song for the celebrations Yoga Yoga left many Ugandans hopeful and expectant as they started the journey to the next 50 years of  Self-Rule. As the Golden Jubilee celebrations come to a climax His Excellency the President of the Republic of Uganda on his Jubilee address said I Quote “Uganda will in the next 50 years turn into a “first World Country’’ due to the Oil & Gas revenues which revenues will primarily fuel Uganda’s economic and social transformation.
As a 4th Year Law student nearing to your completion for the award of a Bachelor of Laws Degree at Uganda Christian University and who has successfully undergone vigorous training in a number of areas since your first year in law school to mention but a few, environmental law, land transactions, international Law and some reasonable knowledge now in Oil & Gas law, do you agree or disagree that Uganda will benefit from the discovery of its Oil & Gas? Why?
Introduction
The first oil confirmations were made in 2006, Ugandans had high hopes. Oil wealth, they assumed, could help to revive the nation's economy. But it hasn't worked out that way. Tullow Oil Company is one of the major companies that have actively been involved in the oil extraction in Uganda in Hoima. The recent discovery of a massive new oil field in the Albertine region of the country is raising the stakes. All citizens are supposed to benefit from the sale of these resources, but this is not always the case. Four oil fields namely Mputa, Waraga, Nzizi and Kingfisher have been discovered and a minimum of three hundred (300) million barrels of oil is estimated to be in place in the Kaiso Tonya area, which covers less than 5% of the entire prospective belt. The Petroleum supply Act 2003 provides that petroleum is any naturally occurring hydrocarbon or mixture of naturally occurring hydrocarbons, whether in gaseous, liquid, or solid state. It goes further to provide that petroleum products are organic compounds, pure or blended, which are derived from the refining and processing of petroleum, including, but not limited to, the gas oil or automotive, industrial or marine diesels.
Looking at the National Oil and Gas Policy for Uganda, I agree with the President that Uganda will benefit from the discovery of oil resources on condition that the following policies are put into practice;
First, the policy goal is to use the country’s Oil and Gas resources to contribute to early achievement of poverty eradication and create lasting value to society. Formulation of the policy was carried out through an extensive consultative process which involved the review of policies of many petroleum producing countries, discussions with institutions of government, local authorities and cultural institutions especially those in oil rich regions, civil society organizations and academia. Implementation henceforth required putting in place new legislation for oil gas administration and management of petroleum revenues.
The policy seeks to put in place a framework that will create a conducive environment for efficient management of:
Continued promotion and exploration of the country’s oil and gas potential;
Evaluation of the discovered oil and gas reserves;
Exploitation and utilization of these reserves;
Revenues accruing from the country’s oil and gas resources
Uganda’s Poverty Eradication Plan (PEAP) focuses on promoting private sector led economic growth in such a way that growth leads to reduction of absolute poverty in the country to levels below 10% by the year 2015. The development of an oil and gas sub sector in the country will contribute significantly to the early achievement of the above goal by enhancing the country’s capacity to invest in productive sectors of the economy, development of new economic and social infrastructure, increasing power generation capacity and the general enhancement of energy security through production and refining oil. Oil and gas activities will have a positive impact on the country’s plan for modernization of agriculture (PMA) through the enhancement of areas with higher multiplier effects, like provision of energy services and infrastructure for rural agro-processing industries, together with the increased use of modern and mechanized agriculture through the provision of more affordable inputs like fuels and fertilizers. Oil and gas operations will provide opportunities for both forward linkages in the country’s industrialization drive. On one hand, oil and gas activities will provide raw materials which will be used as inputs during the manufacturing process. On the other hand, oil and gas activities will act as a market for industrial products, both directly and indirectly. Promotion of the country’s petroleum potential together with implementing and regulating the initial exploration efforts have been ably undertaken by the Ministry of Energy and Mineral Development through the Petroleum Exploration and Production Department, (PEPD) and good results have been achieved. The policy emphasizes the deliberate implementation of National participation in oil and gas activities in order to expand employment opportunities, acquire diversified skills and enable application of the skills learnt from the oil industry into other sectors of the economy.
This provides the country with opportunities for the mitigation of shocks from international oil and gas prices together with generation of revenues that can support development of other sectors of the economy, thereby contributing to both poverty reduction and the achievement of sustainable development. A lot has indeed been done to ensure the efficient utilization of the country’s resources. The 1995 Constitution of the Republic of Uganda empowers the parliament to make laws regulating the exploration and exploitation of minerals and petroleum management. This mandate led to enactment of several laws like the Petroleum supply Act 2003, the Petroleum (Exploration and Production) Act, Cap 150, the Petroleum (Exploration and Production) (Conduct of Exploration Operations) Regulations, 1993 hence providing a legal and regulatory framework under which the Ministry of Energy and Mineral Development through the Petroleum Exploration and Production Department (PEPD), has promoted and regulated the exploration of oil and gas in the country. Further to this, government’s strategy of promoting petroleum exploration in the country through capacity building has not fallen on hard ground. Five out of the current nine exploration areas, identified to have good potential for petroleum production in the country have been licensed to international oil companies. The licensed oil companies are already making significant investments in the country and some have advanced the exploration effort to the identification of specific petroleum prospects in the respective exploration areas licensed to them. Drilling of these prospects has recently led to the discovery of more petroleum in the Waraga, Nzizi and Mputa prospects in the Kaiso-Tonya area of Exploration Area 2 hence boosting the country’s oil production potential. Three hundred (300) million barrels of oil are now estimated to be in place in the Kaiso Tonya area where the Waraga, Nzizi and Mputa discoveries were made. The Kaiso-Tonya area covers less than 50% of the Albertine Graben, the area with the potential for petroleum production in the country. Plans are under way to produce 4,000 barrels of oil per day (BOPD) from the reserves identified to-date. This production will feed an early Production Scheme (EPS) scheduled to start producing kerosene, diesel and heavy fuel oil during 2009.
The heavy fuel oil will be used to generate 50-100MW of electricity to alleviate power shortages in the country. Kerosene and diesel will be distributed directly into the existing market.  
However, on the other side Uganda may not as a country benefit from its discovery of oil if the Policy is not put into practice and the entire production and exploration is handled as it is now;
Non-Ugandans may not realize that our country makes a lot of money from oil. The recent discovery of a massive new oil field in the Albertine region of the country is raising the stakes. All citizens according to the National Oil and Gas Policy for Uganda are supposed to benefit from the sale of these resources, but this is not always the case.  Ugandans are growing more dissatisfied with the way oil deals are being carried out. Many people in civil society organizations and the media are decrying the absence of a proper oil policy, particularly the lack of transparency about oil-related transactions and how the resulting money is put to use. The Access to Information Act 2005 provides that every citizen has a right of access to information and records in the possession of the state or any public body, except where the release of the information is likely to prejudice the security or sovereignty of the state or interfere with the right to privacy of any other person. Nobody foresaw that the discovery of oil in Uganda might be monopolized by President Museveni's right-hand men. But that's what has happened. A number of senior government officials, right up to the prime minister, have been accused of pocketing millions of dollars in bribes from the oil companies. This has then in the long run led to the issuing of illegal licenses. The Petroleum Supply Act 2003 provides that no person shall carry out the construction or major modification, of an installation or facility of the supply chain without having obtained a petroleum construction permit under this Act. It further states in Section 18 (3) that in the processing of an application, evaluation, approval or rejection, all applicants shall be treated equally without any discrimination or preferences, and the Commissioner may not require or impose any terms or conditions which are not specified or authorized by or under this Act. This has never been the case in our country and it is alleged that in the on going case in England this specific provision of the law was violated. Ugandans are not happy with the situation. The most frequent sentiment I've been hearing from people in Kampala boils down to this: "We have plenty of oil, but fuel prices are still going up. Why?" Some say that the President's reluctance to pursue corrupt individuals in the oil sector shows that he is using the oil sector to reward his followers. No wonder they keep on making this annoying statement that “When we were going to the bush where were you?” The Justice Minster Hon. Kahinda Otafiire likes using the statement, “You should leave the issues of generals to the generals.” Perhaps even the discovery of oil has now become a generals’ issue. If we do not wake up, the discovery of oil will never benefit the country but only a few individuals who have decided to rob the country. When the first oil discoveries were made in 2006, Ugandans had high hopes. Oil wealth, they assumed, could help to revive the nation's economy. But it hasn't worked out that way. You could argue that the flow of black gold has actually made things worse by aggravating conflicts of interest and political instability. I would attribute this to the inadequate institutions and poor resource governance that characterize Uganda. There are many reports that the discovery of oil has actually led to people losing access to the resources on which they depend on for their livelihoods and food security. Recently, one of my journalist friends visited Hoima, an area where Tullow Oil Company is carrying out oil exploration. What he found there can be described as the complete absence of corporate social responsibility on the part of Tullow. He concluded that the locals, and in particular those whose existence depends on local lakes and rivers, have suffered a lot. He documented how many people have been driven off their land. Some have received compensation, others have not. Yet the Petroleum (Exploration and Production) Act Cap 150 provides for adequate compensation of lessees, lawful occupiers of any land due to the exploration or development operations, and shall, on demand being made by the owner of any crops, trees, buildings or works damaged during the course of such operations, pay compensation for the damage. Most of the affected individuals live in villages. They are poor, but rather than benefiting from the discovery of oil near their homes, their livelihoods are ruined. Where others see business opportunities, these villagers end up as the losers.
In Kampala as well as in northern Uganda, many Ugandans are skeptical whether they will ever see any benefit from the oil resources. Civil society groups have condemned the manner in which transactions are being carried out. They argue, among other things, that the deals often result in environmental problems whose costs are not paid by those who cause them. A BBC report quotes a Tullow manager's response: "In our view, not only the legislation, but our practice as a company ensures that there are no issues with respect to environmental management." It is a constitutional requirement as provided for that every Ugandan has a right to a clean and healthy environment. The Petroleum Supply Act 2003 provides that environmental impact assessment and audits, other requirements for environmental protection shall be made in the supply chain. This has not been done and the report has never been published hence exposing Ugandans to a lot of hazards that might accrue from exploration and production. There are many aspects of the oil industry that have been left unexplained. Laws regulating the industry are weak and poorly enforced; the details of deals in the sector are often kept secret; the government and the oil companies have failed to disclose signed Production Sharing Agreement (PSAs); and, perhaps most worrisome of all, there are many allegations of oil companies bribing ministers and other government officials. Hence violating the Petroleum Supply Act 2003 where it is a requirement for the commissioner to publish the data contained from oil deals as long it is not regarded to be confidential. Failure to publish these reports has in the long run led to suspicion from the Ugandans as to whether they are entitled to the proceeds from our oil production and exploration making our future bleak. During the heated parliamentary debate in October 2011, documents were revealed alleging that Tullow Oil bribed Prime Minister Amama Mbabazi, Foreign Minister Sam Kutesa, and former Energy Minister Hilary Onek. Onek, who was accused of receiving about 17million Euros ($23m; £15m), strongly denied the allegation. Meanwhile there are cases of oil companies continuing to operate on expired licenses. There are also cases where licenses have been issued without competitive bidding. On October 11, 2011 the Parliament of Uganda passed a number of resolutions designed to clean up the sector.
The parliamentarians demanded a stop to all deals until new laws can be passed, a review of existing contracts, removal of all ministers suspected of receiving bribes from oil companies pending full investigation, and so on. Yet the government ignored Parliament's resolutions and moved ahead with signing new Production Sharing Agreements with Tullow Oil, failed to introduce new oil bills, and has allowed the implicated ministers to stay in office and to preside over the signing of new oil contracts. Many Ugandans understandably remain puzzled about who is really profiting from our oil resources.
Conclusion
All in all, Uganda in the next fifty years will become a first world country due to oil production only if proper procedures for the exploitation of the resource, strict laws put in place and the National Oil and Gas Policy of Uganda is put into action.

BIBLIOGRAPHY
STATUTES & LEGISLATION
1. The 1995 Constitution of the Republic of Uganda
2. The Petroleum supply Act 2003
3. The Petroleum (Exploration and Production) Act, Cap 150
4. The Access to Information Act 2005
REPORTS & POLICIES
1. The National Oil and Gas Policy for Uganda
ON LINE SOURCES
1. http://transitions.foreignpolicy.com/posts/2012/02/10/Ugandas_oil_scandal#24.10.2012 

QUESTION

With reference to relevant authorities, discuss the concept of lifting the veil of incorporation in company law.

A negative consequence of incorporation is that the legal personality of the company may be disregarded in certain circumstances by a device known as lifting the veil or mask of incorporation. In such a situation the law looks at the people behind the company rather than the cloak of incorporation.[1] In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd and Farore;[2] it was held that in particular circumstances e.g.; where the device of incorporation is used for some illegal or improper purpose, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is proved that a person used a company he controls as a cloak for an improper transaction he may be made personally liable to a third party. Salomon’s case[3] is regarded as one where the courts refused to lift the veil of incorporation. Note that the legal technique of lifting the veil is recognized in two classes namely;

Statutory lifting of the veil  

(i) Members severally liable for debts where a business is carried on with fewer than the required number of members.

Under S.32 of the Companies Act, If at any time the number of members of a company is reduced, in the case of a private company, below two, or, in the case of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognizant of the fact that it is carrying on business with fewer than two members, or seven members, as the case may be, is severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued for the payment of those debts.[4]

(ii) Where the company is not mentioned in the bill of exchange.

Under S. 109(2) of the Companies Act If a company does not paint or affix its name in the manner directed by this Act, the company and every officer of the company who is in default are liable to a fine not exceeding one hundred shillings, and if a company does not keep its name painted or affixed in the manner so directed, the company and every officer of the company who is in default are liable to a default fine.[5]

(iii) Holding and subsidiary companies.

Under S.150 (1) Where at the end of its financial year a company has subsidiaries, accounts or statements (in this Act referred to as “group accounts”) dealing as hereafter mentioned with the state of affairs and profit or loss of the company and the subsidiaries shall, subject to subsection (2), be laid before the company in general meeting when the company’s own balance sheet and profit and loss account are so laid.[6] Holding and subsidiary companies are regarded as one for accounting purposes, and the separate nature of the subsidiary company is ignored.[7]

(iv) Reckless or fraudulent trading.

Under S.327[8] it is stated that if during the winding up of a company it appears that any business of the company has been conducted recklessly or fraudulently, those responsible for such business may be held liable without limitation of liability for any of the company’s debts or liabilities.[9]

(v) Investigation into related companies.

Under S. 167 if an inspector appointed under section 165 or 166 to investigate the affairs of a company thinks it necessary for the purposes of his or her investigation to investigate also the affairs of any other body corporate which is or has at any relevant time been the company’s subsidiary or holding company or a subsidiary of its holding company or a holding company of its subsidiary, he or she shall have power to do so, and shall report on the affairs of the other body corporate so far as he or she thinks the results of his or her investigation of that body corporate are relevant to the investigation of the affairs of the first-mentioned company.[10] In Otong V Mogall it was held that the related company may be a corporate body with a subsidiary or holding relationship to the company under primary investigation.[11]

(vi) Taxation.

In Smith, Stone & Knight V Birmingham Corporation[12] it was held that the veil of incorporation may be lifted to ascertain where the control and management of the company is. This in the Ugandan context is done to ascertain whether it is a Ugandan Company for Income Tax purposes.[13]

Lifting the veil under case law

(a) Where the company acts as agent of the shareholders.

Where the shareholders of a company use the company as agent, they will be liable for the debts of the company.[14] In Re F.G (films) Ltd an American company provided all the funds for producing a film, which it sought to register as a British film on the ground that the film was produced by arrangement with a British company of which the American Company owned GBP90 of the GBP100 Capital. It was held that the British company was no more than a nominee or agent of the American Company which was the maker of the film.[15]

(b) Where the company has been deemed Trustee for Shareholders.

Although uncommon, the courts are prepared in some cases to hold that the company holds property in trust from the shareholders.[16] In Abbey Malvern Wells Ltd V Ministry of Local Government & Planning; all the shares of the company were held on charitable trusts. The articles of association provided that the relevant trustees would be the governing body of the company. It was held that the company held all its property on charitable trusts.[17] In Littlewoods Stores V IRC; Littlewoods which was the holding company bought a capital asset and vested it in a property holding company, which was its wholly-owned subsidiary. It the tried to get a tax advantage by arguing that the subsidiary was a separate legal personality. It was held that the tax advantage could not be allowed and the veil of incorporation was lifted on the ground that the subsidiary held the property on trust for the holding company.[18]

(c) Where there has been fraud or improper conduct.

The veil of incorporation can be lifted where the corporate personality is used as a mask for fraud or illegality.[19] In Gilford Motor Company V Horne; the defendant was the plaintiff’s former employee. He agreed not to solicit its customers when he left the employment. He then formed a company which solicited the customers. Both the company and the defendant were held liable for breach of covenant not to solicit. The company the defendant formed was described as a mere cloak sham for the purpose of enabling him to commit a breach of covenant.[20] Further still in Jones V Lipman; the court ordered specific performance of the contract against both the defendant and company and the company was referred to as

“the creature of the first defendant, a device and a sham, a mask which he holds before his face in attempt to avoid recognition by the eyes of equity.”[21] Emphasis supplied

In Bank of America National Trust & Savings Association V Niger International Development Corporation Ltd; consequent upon the defendant company’s failure to pay a judgment debt obtained against it by the plaintiff, its vehicle was attached pursuant to be plaintiff’s writ. Another company, which had practically the same members as the defendant company and directors belonging to the same family inter pleaded and claimed to have bought the vehicle from the defendant, bona fide and without knowledge of any court action and fro valuable consideration. Dosunmu J. held that where an alienation with intent to defraud the grantor’s creditors is made to company by an individual or another company and the grantor in either case is practically identical with the grantee company, the latter must be taken to have had full notice of the true nature of the transaction and cannot avail itself of the protection extended to a bona fide purchaser without notice, although the alienation is for valuable consideration.[22] In Wallersteiner V Moir; in a suit against Dr. Wallersteiner, he filed a defence out of time to claims against him as director for misfeasance connected with contravening the Companies Act. It was held that the various companies through which Dr. Wallersteiner operated were his puppets. Lord Denning M.R;

“I am of the opinion that the court should pull aside the corporate veil and treat these concerns as being his creatures for whose doings he should be, and is, responsible.”[23]

(d) Cases of associated companies.

There are situations where the courts are prepared to treat a subsidiary company as an agent of the holding company and as conducting the latter’s business for it. In other situations the veil is lifted in tax vases in the interest of revenue. Others have nothing to do with revenue.[24] In Firestone Tyre & Rubber Company V Llewellin; it was held that although the English subsidiary was a separate legal entity, which was selling its own goods, the sales were the means by which the American parent company carried on its European business. In effect the parent company was trading in the United Kingdom through the agency of its subsidiary.[25] In the Roberta a parent company was held liable on a bill of lading signed on behalf of a wholly owned subsidiary.[26] In Smith, Stone & Knight V Birmingham Corporation, a parent company was held to be entitled to compensation on the compulsory acquisition of land owned by a wholly owned subsidiary.[27] Roskill C.J in the Albazero case, stated that “modern commerce is hampered and not helped by too rigid an adherence to the basic principle… where the group is in truth the party interested and injured, the law should not be too astute not to recognize the realities of the position.”[28] However, it is difficult to predict the criteria by which the courts would lift the veil in respect of associated companies. Ebbw Vale Case, where the court refused to lift the veil of incorporation because there was no express agency contract between the two affected companies.[29] The cases considered are difficult to reconcile with this case.

(e) Ratifying corporate Acts.

Normally, in law a company is bound only by resolution of its organs such as the board of directors or a duly constituted general meeting, or duly authorized agents. The issue therefore arises as to whether a resolution which is passed by members without a properly convened meeting of the board or members binds the company.[30] In Re George Newman Ltd, Lindley L.J indicated thus;

“Individual assents given separately may preclude those who have given them form complaining of what they have sanctioned, but for the purpose of binding a company in its corporate capacity, individual’s assents given separately are not equivalent to the assents of a meeting.”[31] The law looks at collective actions of directors or members in order to determine the acts of the company.[32]

(f) Determination of residence.

The court may look behind the veil of facade of the company and its place of registration in order to determine its residence. This is normally the place of its central management and control.[33] In Unit Construction Company Ltd V Bullock; three wholly owned subsidiaries of a company in the United Kingdom were registered in Kenya. The boards of the three subsidiaries were distinct from the board of parent company. Under the articles of association, directors’ meetings could not be held in the UK. It was held by the House of Lords reversing the court of appeal that for purposes of Kenyan law, the companies might also be resident in Kenya was irrelevant.[34] In De Beers Consolidated Mines V Howe; it was stated that a company resides for purposes of income tax where its real business is carried on. The real business is carried on where the central management and control actually abides.[35]

Conclusion     

In conclusion, liability under corporate undertakings is specifically on the corporate body. However there is an exception to this as seen in the veil of incorporation.

BIBLIOGRAPHY

TEXTS

1. Douglas Smith, Company Law, Butterworth Heinemann, 1999

2. David J. Bakibinga, Company Law in Uganda, Fountain Publishers

STATUTES

1. The Companies Act Cap 110

2. Income Tax Act of 1997

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[1]. David J. Bakibinga, Company Law in Uganda, Fountain Publishers at pg. 8 

[2]. [1986] 2 NWLR 48

[3]. (1897) AC 22

[4]. Cap 110

[5]. Cap 110

[6]. Cap 110

[7]. David J. Bakibinga, Company Law in Uganda, Fountain Publishers at pg. 9

[8]. Companies Act Cap 110

[9]. Douglas Smith, Company Law, Butterworth Heinemann, 1999 at pg.25

[10]. Companies Act Cap 110

[11]. (1978) 4 FRCR 80

[12]. (1939) 16 ILT 371, (1939) 4 ALLER 116

[13]. Income Tax Act 1997

[14]. David J. Bakibinga at pg. 9

[15]. [1953] 1 WLR 483

[16]. David J. Bakibinga at pg. 9

[17]. (1951) Ch 728

[18]. [1969] 1 WLR 1241 CA

[19]. David J. Bakibinga at pg. 10

[20]. [1933] Ch.935

[21]. [1962] WLR 832

[22]. [ 1969] NCLR 268

[23]. [1974] 1 WLR 991-1013

[24]. David J. Bakibinga at pg.11

[25]. [1957] 1 WLR 464

[26]. [1937] LIL Rep.

[27]. (1939) 4 ALLER 116

[28]. [1975] 3 WLR 491

[29]. [1953] 1 WLR 483

[30]. David J. Bakibinga at pg.12

[31]. [1895] 1 Ch 674 C.A

[32]. David J. Bakibinga at pg.12

[33]. David J. Bakibinga at pg.12

[34]. [1960] A.C 351 H.L

[35]. [1906] A.C 455