Seed Co International (Proprietary) Limited v 2B Business Link General Trading SMC Limited and Another (Miscellaneous Cause No. 0160 of 2024) [2026] UGHCCD 295 (30 September 2026)

1 THE REPUBLIC OF UGANDA IN THE HIGH COURT OF UGANDA AT KAMPALA [CIVIL DIVISION] MISCELLANEOUS CAUSE NO. 0160 OF 2024 SEED CO INTERNATIONAL (PROPRIETARY) LIMITED ::::: APPLICANT VERSUS 1. 2B BUSINESS LINK GENERAL TRADING SMC LIMITED 2. STANBIC BANK UGANDA LIMITED :::::::::::::::::::::: RESPONDENTS BEFORE: HON. LADY JUSTICE JOYCE KAVUMA RULING [1] This application was brought under Section 33 (now 37) of the Judicature Act, Section 98 of the Civil Procedure Act, and Order 52 Rules 1 & 3 of the Civil Procedure Rules seeking for an order directing the 2nd respondents to reverse USD 41,541 (United States Dollars Forty -One Thousand Five Hundred Forty-One) that was erroneously transferred to the 1 st respondent from the applicant’s bank account in Stanbic Bank of Botswana Limited and the costs of the application. [2] The grounds upon which the application is premised are set out in the affidavit in support deponed by Mr. Samson Ruwisi, the ap plicant’s Head Group Treasurer, but briefly they are; 1. That on 07/08/2023, the applicant prepared a payment of USD 41 ,541 (United States Dollars Forty -One Thousand Five Hundred Forty -One) for its service provider, Bumper Harvest Seed Farm PLC. 2. That while processing payments, the applicant's accountant erroneously paid Account Nu mber 9030016718040, which was already in their system from previous transactions, and which belongs to the 1st respondent. 3. That the payment advice from the applicant's bankers, Stanbic Bank of Botswana Limited showed that the payment beneficiary was Bumper Harvest Seed Farm PLC however, the account number entered was the 1 st respondent's bank account in the 2nd respondent bank. 2 4. That the applicant requested its banker Stanbic Bank of Botswana Limited to reverse the transaction but was informed that the trans action had already gone through and was advised to engage the 2nd respondent. 5. That the applicant engaged the 2nd respondent and requested for reversal of the transaction but was informed by the 2 nd respondent that the transaction could not be reversed without the consent of the 1st respondent. 6. That the applicant tried to engage the 1st respondent but in vain. 7. That the applicant was informed by the 2nd respondent that they can only reverse the transaction if a court order is issued to that effect. 8. That at the time of the erroneous transfer of the money, the applicant had no pending invoice from the 1 st respondent and was not indebted to the 1 st respondent. 9. That it is in the interest of justice and fai rness that an order is issued directing the 2 nd respondent to reverse USD 41 ,541 (United States Dollars Forty -One Thousand Five Hundred Forty -One) that was erroneously transferred to the 1 st respondent's bank account. [3] The 1st respondent through in an affidavit in reply deponed by its Director Mr. Asgedom Yemane, opposed this application and contended that Bumper Harvest Seed Farm PLC is associated with an Ethiopian national, Robel Haile, who is a business partner of the 1 st respondent. That on 21/04/ 2021, the applicant previously paid a debt of USD 13,820 to the 1st respondent on behalf of Robel Haile, establishing a precedent for such transactions despite a lack of direct business dealings between the applicant and the 1st respondent. That following a contractual failure by Robel Haile involving Ethiopian Birr 14,549,907, Mr. Haile promised the 1 st respondent in early August 2023 that his partner, Seed Co International (Proprietary) Ltd, would deposit USD 42,000 as a first installment of the refund. The deponent further contended that t he payment of USD 41,541 on 07/08/2023, was not a mistake but a deliberate action by the applicant on behalf of Robel Haile, as evidenced by the precise use of the 1 st respondent’s Ugandan bank account and unique SWIFT code. That the 1st respondent denied the feasibility of the applicant’s 3 claimed intent, stating that there are no Stanbic Bank branches or other foreign commercial banks in Ethiopia through which the applicant could have paid Bumper Harvest Farm PLC as alle ged. That a court reversal would therefore deprive the 1 st respondent of their money and occasion a manifest injustice, and that the application is an abuse of court process as it lacks merit. [5] At the commencement of hearing this application , the applic ant was represented by M/s Ortus Advocates whereas M/s Owoyesigire, Muhereza & Co. Advocates appeared for the 1 st respondent. Both counsel filed written submissions which are on court record. [6] Counsel for the applicant in his submissions raised two iss ues for determination namely w hether the applicant is entitle d to an order directing the 2nd respondent to reverse the transaction and secondly what remedies are available to the parties. Counsel submitted on issue one that the applicant is entitled to an order directing the 2nd respondent to reverse the transaction and that the 1st respondent has no valid claim over the money that was erroneously transferred to his bank account. Counsel stated that the erroneous transfer occurred when the applicant’s accountant, while populating banking information for a legitimate creditor, Bumper Harvest Seed Farm PLC, mistakenly inserted the bank account number belonging to the 1st respondent. [7] Counsel submitted that this error w as facilitated by the fact that the 1 st respondent’s details remained in the applicant’s financial system from a singular previous transaction involving warehousing services. Counsel further contended that the payment advice from Stanbic Bank of Botswana Limited, marked as Anne xure A, explicitly identified Bumper Harvest Seed Farm PLC as the intended beneficiary, containing its specific name and address, while notably omitting any mention of the 1 st respondent. Consequently, it was established that at the time of this transfer, the applicant was not indebted to the 1 st respondent, nor were there any pending invoices to justify the receipt of the funds. 4 [8] Counsel for the applicant asserted that the 1 st respondent, was engaged however, conditioned his consent to the reversal upon being paid a percentage of the erroneous funds, a demand the applicant refused as being without legal justification. Counsel submitted that the 1 st respondent’s retention of the funds, totaling USD 41,541 constitute a cl ear case of unjust enrichment. Counsel relying on Cloth Link (U) Ltd v Africa Traders Investments Fund Ltd & Another, Civil Suit No. 234 of 2010 , maintained that that the 1 st respondent had been enriched by a benefit at the applicant’s expense under circumstances where the retention of such benefit was unjust, particularly as no services were ever rendered to warrant the payment. Counsel prayed that the instant application be granted. [9] In reply, counsel for the 1 st respondent contended that the applicant’s claim of an erroneous transfer of USD 41,541 was a fabrication, as the particulars appearing on the face of the applicant’s own Annexure A revealed a deliberate intention to pay the 1 st respondent. Counsel argued that it was technically impossible for the applicant’s accountant to have simultaneously erred regarding the bank account number, the beneficiary bank (Stanbic Bank Uganda Ltd), and the unique Swift code, all which correctly identified the 1st respondent’s institution. C ounsel asserted that there is no Stanbic Bank in Ethiopia, which contradicted with the applicant’s claim that the funds were intended for its subsidiary, Bumper Harvest Seed Farm PLC, operating in that country. Counsel maintained that the de posit was an intentional payment made on behalf of one Robel Haile, a third party with whom the applicant had prior history of settling debts. [10] Counsel for the 1 st respondent also challenged the authenticity of the applicant’s evidence, specifically a letter dated 17/10/2025 authored by Eric Kaloate, which purported to show that Bumper Harvest Seed Farm PLC had authorized the payment. Counsel pointed out several inconsistencies in this document, noting that it failed to provide essential details such as the purpose, 5 amount, or specific account for the payment. Counsel further submitted that Eric Kaloate, who described himself as the Company secretary of Seed Co International, was actually the Finance Manager and Company Secretary of the applicant itself, according to the applicant’s own website, Annexure ZB. Counsel argued that this letter was a forged document crafted by the applicant to create a non-existent business nexus between Bumper Harvest Seed Farm PLC and the 1 st respondent, while attempting to distance the applicant from Robel Haile. [11] Counsel for the 1 st respondent questioned why a single -member company registered in Uganda would be performing warehousing services in Ethiopia, a claim for which the applicant provided no proof. Counsel stated that the 1st respondent, through its director, testified that he had demanded USD 100,000 from Robel Haile, who had assured him that a portion of this debt would be paid by the applicant. Counsel contended that h aving prev iously received USD 13,820 from the applicant on behalf of Mr. Haile, the 1st respondent was under a bona fide expectation of the subsequent USD 41,541 payment. Counsel for the 1st respondent relying on the doctrine of estoppel, as stated in Nabwire Jane v Nanteza Irene [2025] UGCA 237 and Section 114 of the Evidence Act, argued that the applicant’s prior conduct prevented her from now denying that the payment was intended for the 1 st respondent. Counsel for the 1st respondent prayed for the dismissal of the application with costs. [12] In brief rejoinder, counsel for the applicant raised procedural and substantive objections, starting with the 1 st respondent’s filing of a supplementary affidavit on 17/11/2025. Counsel contended that this filing was irregular as it was done without leave of court and only after the applicant had already served its opening submissions on 10/11/ 2025. Counsel for the applicant relying on Amon Bazira v Maurice Peter Kagimu, M.A. No. 1138 of 2016, argued that the supplementary affidavit should be expunged from the record, characterizing it as a trial by ambush intended to close evidentiary gaps 6 exposed by the applicant’s initial filings. Counsel for the applicant maintained that the 1 st respondent failed to provide any evidence of services rendered to justify retaining the USD 42,541 and that the doctrine of estoppel was entirely inapplicable to the circumstance. Resolution [13] The Court has carefully considered the pleadings, the affidavit evidence, the submissions of both counsel and the authorities cited. The central issue for determination is whether the applicant is entitled to an order directing the 2nd respondent to reverse the transaction. [14] Counsel for the applicant in his submissions in rejoinder raised a procedural objection against the supplementary affidavit filed by the 1st respondent filed on 17/11/2025. Counsel for the applicant contended that the supplementary affidavit was filed irre gularly, without leave of court, and constituted a trial by ambush, aimed at filling evidentiary gaps exposed by the applicant’s submissions. The 1 st respondent, on the other hand, maintained that the supplementary affidavit was necessary to address new fa ctual allegations raised in the applicant’s rejoinder affidavit. [15] The position is that in an applicati on to be determined on basis of affidavits, all affidavits and pertinent documents sho uld be filed and served on the opposite party before the date fixed for the hearing of the particula r application. As such, a supplementary affidavit filed after closure of all evidence in a matter to be determined on basis of affidavits denies the adverse party an opportunity to counter such evidence. Such would amount to trial by ambush and would contravene the principle of fair hearing. See Surgipharm (U) Limited v Uganda Investment Authourity and Another (Miscellaneous Cause No. 65 of 2021) [2022] UGHCCD 89. [16] In the present case, the supplementary affidavit was filed after the applicant had already serv ed its opening submissions on 10/11/ 2025, and its filing 7 therefore denied the applicant a meaningful opportunity to respond to the new matters raised therein. The essence of seeking leave and giving an opportunity to the other party to respond is to avoid trial by ambush. Accordingly, this Court hereby strikes out the supplementary affidavit from the record as having been irregularly filed without leave. [17] Turning to the merits of this application, the applicant asserts that USD 41,541 was erroneously transferred to the 1 st respondent and that the 1 st respondent has no legal entitlement to retain those funds. The 1 st respondent, in reply, asserts that the money was intentionally paid to it as a partial satisfaction of a debt owed by one Robel Haile. The applicant’s claim is rooted in the equitable of unjust enrichment and the common law principle governing recovery of money paid under a mistake of fact. It follows therefore that the major issue for determination in this matter is whether money allegedly paid into a customer’s bank accounts by mistake could be refunded to the payer. [18] There is a general right to recover money paid under a mistake, whether of fact or law, subject to the defences available in the law of restitution. Thus in Kerrison v Glyn, Mills, Currie & Co [1912] LJ KB 465, the House of Lords held that the position of a banker does not differ from that of any other recipient of money acting as an agent and, accordingly, money paid to a banker under a mistake of fact can be successfully re -demanded from the banker by the person who so paid it. As per Lord Mersy, at Page 472 stated that; "No doubt when a banker receives money, either from his customer or from a third person on account of his customer, he becomes his customer’s debtor for the amount so received. But this does not entitle the Banker to retain money which in common honesty ought not to be kept. If indeed, the banker has paid over the money to his customer, or has altered his position in relation to his customer to his detriment, on the faith of the payment, the banker may refuse to repay the amount and may leave the person who has paid him to enforce his remedy against the customer.” 8 [19] Similarly, in Barclays Bank Ltd v W.J Simms & Cooke (Sothern) Ltd [1980] QB 667, Robert Goff J (as he then was) laid down the clear rule that where money is paid under a mistake of fact which causes the payer to pay when, but for the mistake, he would not have paid, the payer is prima fac ie entitled to recover the money as having been received by the payee to the use of the payer. [20] Further, Lord Wright in Fibrosa Spolka Akcysna Vs Fairbairn Lawson Combe Barbour Ltd [1942] 2 ALLER 122 at 135 stated that; “It is clear that any civilized system of law is bound to provide remedies for cases of what has been called unjust enrichment or unjust benefit, that is, to prevent a man from retaining the money of or some benefit derived from, another which it is against conscience that he should keep ” See also Lipkin Gorman (a firm) v Karpnale Ltd and Anor [1992] 4 All ER 512 [21] The above principles were re-stated in Cloth Link (U) Ltd v Africa Traders Investments Fund Ltd & Another, Civil Suit No. 234 of 2010, where Court stated that where money is received by a party without any services having been rendered or any legitimate debt existing to support its retention, the recipient is obligated in law to refund the same. It is important to note that equity will not permit a party to retain a benefit at another’s expense where there is no legal justification for such retention. [22] Furthermore, in Joseph Jabs Mubiru v Quillino Bamwine (Civil Suit No. 431 of 2021) [2025] UGCommC 415, Court held that; “Once the plaintiff has established the payment and the reason for it (e.g., a failed contract), the burden then shifts to the defendant to prove why he is entitled to keep the money. The defendant must present evidence showing he has a valid reason to retain the funds, such as a legitimate debt, a valid contract that was fulfilled, or another legal basis for keeping the payment” [23] In the present matter, the applicant’s case is that on 07/08/2023, its accountant erroneously input Account N umber 9030016718040 belonging to the 1 st 9 respondent while populating banking details for a legitimate payment due to Bumper Harvest Seed Farm PLC. T hat t his error occurred because the 1 st respondent’s banking details had been retained in the applicant’s financial system following a singular prior transaction in 2021 involving warehousing services. This Court notes that the payment advice, from Stanbic Bank of Botswana Limited the applicant’s banker in Annexure A, independently identifies Bumper Harvest Seed Farm PLC as the intended beneficiary. This documentary evidence predates the dispute and has not been successfully impeached by the 1st respondent. [24] The 1 st respondent sought to cast doubt on the error by the applicant’s accountant by arguing that it was technically impossible for the applicant’s accountant to have simultaneously erred regarding the account num ber, the beneficiary bank that is Stanbic Bank Uganda Ltd, and the unique Swift code, all of which correctly identified the 1 st respondent. This argument, while attractive, collapses upon examination of the relevant facts before this court. The Court record shows that an account number belonging to the 1 st respondent was stored in the applicant’s financial s ystem from a prior transaction. This means that selecting the stored record in error would automatically populate all associated banking details, including the Swift code and beneficiary bank, without any additional deliberat e action by the accountant. This is entirely consistent with the applicant’s account of an autofill or system-selection error, and does not, as the 1 st respondent sought to suggest, provide evidence of deliberate intent. [25] It should be noted that t he 1 st respondent’s entire defense rests upon the assertion that the USD 41,541 was received as a partial refun d of a debt of Ethiopian Birr 14,549,907 owed to it by one Robel Haile, and that Mr. Haile had informed the 1 st respondent that Seed Co International would make the payment on his behalf. This claim raises fundamental evidentiary difficulties that are, in this court’s view, fatal to the 1st respondent’s position. 10 [26] Firstly, the 1st respondent adduced no document ary evidence whatsoever to substantiate the existence of the alleged debt. There was no written agreement between the 1st respondent and Robel Haile, no acknowledgment of debt, no correspondence memorializing the alleged promise that the applicant wo uld pay on behalf of Mr. Haile. Further, there was no invoice, no debt documentation, and no accounting record of Ethiopian Birr 14,549,907 allegedly owed. The 1st respondent ought to have produced cogent evidence inform of documentation in support of his allegations. [27] Secondly, the 1st respondent failed to call Mr. Robel Haile as a witness who was a central figure in the 1 st respondent’s narrative. According to the 1 st respondent, Mr. Haile is the person who incurred the alleged deb t, who promised repayment through the applicant, and whose representations are the foundation upon which the 1st respondent claims entitlement to the funds. Mr. Haile did not swear an affidavit, and adduced no evidence i n these proceedings whatsoever to support the 1 st respondent’s assertion. It is well - known that, in certain circumstances, the court may be justified in drawing adverse inferences from the absence of a witness who might have been called, and who might be expected to have material evidence to give. See Ahuja Investments Ltd v Victorygame Ltd and another [2021] All ER (D) 09 (Sep), [2021] EWHC 2382 (Ch) . See also Bukenya & others Vs Uganda [1972] EA 549 . It is only Mr. Haile who could have independently verified the claims on which the 1 st respondent’s entire defense depends. The 1 st respondent has offered no explanation for the absence of Mr. Haile from these proceedings. [28] Thirdly, the conduct of the 1 st respondent’s director, Mr. Asgedom Yemane, upon being approached for consent to the reversal of the erroneous transfer conditioned his consent upon being a percentage of the transferred funds. The above allegations were merely denied by the 1st respondent and therefore they were not reb utted. This conduct is wholly inconsistent with the allegations 11 that the money was rightfully the 1st respondent’s. A party who truly believes he is entitled to money as satisfaction of a debt owed to him does not negotiate a percentage in exchange for allowing its return. This conduct shows that the 1st respondent does not have any legal basis or genuinely claim money deposited on their account. [29] Counsel for the 1st respondent invoked the doctrine of estoppel under Section 144 of the Evidence Act, relying on Nabwire Jane v Nanteza Irene (supra), to argue that the applicant’s prior payment of USD 13,820 to the 1 st respondent in 2021 constituted a representation that subsequent payments would similarly be made on behalf of Robel Haile, thereby preventing the applicant from denying that intention. This argument is fundamentally misconceived and must be rejected. The doctrine of estoppel requires: (i) a clear and unequivocal representation of a fact; (ii) reliance on that representation by a party seeking to invoke estoppel; (iii) detriment suffered as a result of that reliance. None of these three elements is established on the evidence before this court. The doctrine of estoppel is not a veh icle for opportunistic claims. [30] The court further observes that the 1 st respondent’s submissions address matters that are largely secondary to the central issue before this court. The 1st respondent devoted considerable effort to challenging the corporate identity of Bumper Harvest Seed Farm PLC, the authenticity of the letter authored by Mr. Eric Kaloate, and the feasibility of Stanbic Ba nk operating in Ethiopia. Whilst, these challenges are not without some interest, they do not directly ans wer the applicant’s core case t hat at the time of the transfer, the applicant was not indebted to the 1 st respondent and that no legal basis existed for the 1st respondent to receive or retain the funds. The 1st respondent has not in the instant matter placed before court any feasible alternative or explanation why this court should allow him to retain the said funds and as a result this court has not found any other explanation other than this being a 12 case of mistaken payment. This being so, the applicant has established on a balance of probabilities that the money transferred to the 1 st respondent’s account was through an honest mistake of the applicant’s accountant. [31] Accordingly, this application is hereby allowed in the following terms; 1. The 2nd respondent, Stanbic Bank Uganda Limited, is hereby ordered and directed to reverse and return to Stanbic Bank of Botswana Limited the sum of USD 41,541 (United States Dollars Forty -One Thousand Five Hundred Forty -One) currently held in the 1 st respondent (Account Number 9030016718040 within fourteen (14) days after the service of this order. 2. The 1st respondent shall bear the costs of this application. I so order. Dated at Kampala this……….day of…………………………………….2026 Joyce Kavuma Judge 30th September