THE REPUBLIC OF UGANDA.

IN THE HIGH COURT OF UGANDA AT KAMPALA.

(COMMERCIAL DIVISION)

CIVIL SUIT NO...........…….OF 2022

(ARISING FROM CS-691 0F 2022, CS 0721 OF 2022 AND 0694 OF 2022)

1. TALPA SOLUTIONS LIMITED

2. SUZAN ABOO
3. ULTRA GRIP SAFETY LIMITED ::::::::::::::::::::::::::::::: PLAINTIFFS

Vs

ABSA BANK UGANDA LIMITED :::::::::::::::::::::::::: DEFENDANT

CONSOLIDATED PLAINT

1. The 1st plaintiff is a limited liability company duly incorporated in

Uganda whose offices are located on BMK House, Plot 4-5 Nyabango

Road, Wampewo Avenue, P.O. Box 23355, Kampala and the 1st

plaintiff's address of service for the purposes of this suit is M/S

Wassanyi & Co-Advocates, William Street, Kampala, Plot No. 37, P.O.

Box 37570, Kampala.

2. The 2nd plaintiff is an adult female Ugandan business woman of sound

mind and the plaintiff's address of service for the purposes of this suit

is M/S Wassanyi & Co-Advocates, William Street, Kampala, Plot No.

37, P.O. Box 37570, Kampala

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3. The 3rd plaintiff is a limited liability company duly incorporated in

Uganda whose offices are located on Plot 3A, Kyambogo Drive, Ntinda,

P.O. Box 27011, Kampala and the plaintiff's address of service for the

purposes of this suit is M/S Wassanyi & Co-Advocates, William Street,

Kampala, Plot No. 37, P.O. Box 37570, Kampala.

4. The Defendant is a Limited Liability Company, incorporated and

carrying on banking business in Uganda, whose head office is located
on plot 4, Hannington Road, P.O. Box 2971, Kampala. The plaintiff's
Counsel/Advocates undertake to effect service of the court process on
the Defendant in this matter.
5. The 1st plaintiff's claim against the Defendant in contract, in Trust and in
equity is for a Declaration that the Defendant's Act of withdrawing
money on the 1st Plaintiff's USD Account No. 6007277332 with the
Defendant without any justifiable cause and without the notice and /or
information to the plaintiff as to why the said money was emptied was
unlawful and illegal. An order of court directing the Defendant to open
up the said plaintiff's USD Account unconditionally. General damages
equivalent to Uganda shillings 55,000,000/= with interest thereon at a
commercial rate of 25% per annum, punitive damages, exemplary
damages costs of this suit and any further or better relief as this court
deems fit and proper.

6. The facts constituting the 1st plaintiff's cause of action against the
Defendant are as follows;

7. Sometime back the plaintiff opened up a USD Account No. 6007277332

with the Defendant at Lugogo Branch.

8. Sometime back in April 2022, upon the instance and the purchase order
of a company styled Ron Outsourcing Ltd, the 1st plaintiff
rendered/provided software materials/ services to the said company
worth of USO 168,000 and raised an invoice to the said company for that
said USO amount of money. Hereto attached and marked Annexures
"81", "82", & "83" are the Photostat copies of the self-explanatory said
Invoice No. INV-TALPA -000202 dated 06-04- 2022, the purchase order
No. 2022-48, dated 14-03-2022 and the bundle comprising the various
software materials/ services that were rendered / provided to the said

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 company by the 1st plaintiff.

9. The said company Ron Outsourcing Ltd is owned by Mr. Ronald Jimmy
Ajuk with the majority shares of 90% as well as its Director/ company
secretary and a one Aboo Susan who owns the minority shares of 10%
in the said company as well as its Director. Hereto attached and marked
Annexures "Cl", "C2" "C3", "C4", "CS" & "C6" are the Photostat copies of
the self-explanatory Certificate of Incorporation/ Memorandum &
Articles of Association of the said company, the Special Resolution
dated 25-08-2021 regarding the allotment of shares in the said company,
the two respective transfer of shares from Aboo Susan and Obaa Peter
respectively to Ajuk Ronald Jimmy plus the notification of Appointment
of Director and secretary form in the said company, all duly registered.

10. While the said Ajuk Ronald Jimmy is the majority shareholder in the
said company as well as its Director/ secretary, he as well has a /
subscribes to USO Account with the Defendant No. 6006916145 at
Lugogo Branch. Hereto attached and marked Annexture "D" is a
Photostat copy of the self-explanatory Bank Statement reflecting the said
Account Title, duly in the names of the said Mr. Ajuk Ronald Jimmy.

11. In the process of payment, the 1 st plaintiff was paid its money due and
owing by the said Mr. Ajuk Ronald Jimmy using his said personal USO
Account.

12. In June around 13th June 2022, when the 1st plaintiff's Directors went to
draw some money from the plaintiff's said USO Account, they
surprisingly found that, the said USD Account was emptied by the
Defendant without any justifiable cause or notification to the 1 st
plaintiff’s Directors/ principals as to why the said 1 st plaintiff's USD
Account was emptied.

13. The 1st plaintiff contends and shall aver that, the 1 st plaintiff's Directors/
Principals have been inconvenienced and the plaintiff has lost business
and income due to failure of accessing and utilizing its /their money on
its/their said USO frozen Account as a result of unlawful /illegal
freezing of the same by the Defendant. Therefore, the plaintiff shall
claim General Damages from the Defendant in the sum equivalent to
Ugx 55,000,000/= with interest thereon at the commercial rate of 25% per
annum from the date of freezing the plaintiff's said USO Account up to

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 the date of opening up its USO Account or until payment in full of the
said General Damages amount of money.

14. The 1st plaintiff shall further claim punitive damages and exemplary
damages from the Defendant.

15. The demand and notice of intention to sue was made and
communicated to the Defendant but the Defendant never responded. A
Photostat copy of the same is hereto attached and marked Annexure "E"

16. The cause of action arose in Kampala within the pecuniary and
geographical Jurisdiction of this Honorable Court.

WHEREFORE, the 1st plaintiff prays for judgment against the Defendant for:-

a) Declaration that, the Defendant's Act of withdrawing money on the

1st plaintiff's USD Account No. 6007277332 by the Defendant was
unlawful and illegal.
b) An order of court directing the Defendant to refund the said money
to the plaintiff's USD Account with the Defendant unconditionally.
c) An order of court directing the Defendant to pay to the plaintiff the
General Damages equivalent to the sum of Ugx 55,000,000 with
interest thereon at the commercial rate of 25% per annum from the
date of freezing the plaintiff's said USD Account with the Defendant
till opening up of the said USD Account or until payment of the
claimed General Damages of Ugx 55,000,000/=
d) An order of court directing the Defendant to pay to the plaintiff the
punitive Damages and exemplary Damages as shall be determined
by the Honorable Court.
e) An order of court that the Defendant pays the costs of this suit.
f) Any other or better relief this Honorable court deems fit.

17. The 2nd plaintiff's claim against the Defendant in Contract, in Trust and
in Equity is for a Declaration that the Defendant's Act of deducting
money the 2nd Plaintiff's USD Account No. 6005504420 held with the
Defendant without any justifiable cause and without the notice and /or
information to the plaintiff was unlawful and illegal. An order of court
directing the Defendant to refund the said money on the 2 nd plaintiff's
USD Account unconditionally. General damages equivalent to Uganda
shillings 51,000,000/= with interest thereon at a commercial rate of 25%

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 per annum, punitive damages, exemplary damages costs of this suit and
any further or better relief as this court deems fit and proper.

18. The facts constituting the plaintiff's cause of action against the
Defendant are as follows;

(a)Sometime back the 2nd plaintiff opened up a USD Account No.

6005504420 with the Defendant at Lugogo Branch.

(b)The 2nd plaintiff is a Director as well as a minority shareholder of 10

shares (10%) in a company styled "Ron Outsourcing Limited" and wherein

a one Ajuk Ronald Jimmy is also a Director/ secretary with the majority

shares of 90 shares (90%) in the said company. The Photostat copies of self -

explanatory "Certificate of Incorporation/Memorandum and Articles of

Association of the said company are hereto attached and marked

Annexures "81" & 82" respectively.

(c) Initially/ previously, the plaintiff was owning 70 shares (70%) in

the said company and a one Obaa Peter was owning 30 shares (30%) in the

same company.

(d)In August 2021, the 2nd plaintiff sold her 60 shares in the said company

to the said Mr. Ajuka Ronald Jimmy, thereby remaining with 10 shares in

the said company.

(e)In August 2021, the said Mr. Obaa Peter also sold all his 30 shares (30%)

in the said company to the said Mr. Ajuka Ronald Jimmy thereby raising 90

shares (90%) in the said company. Hereto attached and marked Annexures

"Cl, "C2", "C3", "C4", "CS", "C6", are the Photostat copies of the self

explanatory relevant shares Transfer Agreement dated 24/08/2021, special

Resolution dated 25/08/2021, the two respective Transfer of shares stock,

one by the plaintiff and another one by the said Obaa Peter to the said Mr.

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Ajuk Ronald Jimmy plus the previous and the current Notification of

Appointment of the Director and the secretary all reflecting the previous

position and the current status of the said company inter alia / specifically

as to the changes and the current ownership of the shares in the said

company.

(f)In the process of payment for the said 60 shares which the plaintiff sold

to the said Mr. Ajuk Ronald Jimmy, the said Mr. Ajuk Ronald Jimmy paid

the 2nd plaintiff using his personal USO Account No. 6006916145, held in

Absa Bank (U) Limited, Lugogo Branch (The Defendant herein above)

through the said plaintiff's USO Account

. For ease of reference, hereto attached and marked Annexure "D" is a

Photostat copy of the self- explanatory Bank statement reflecting the Title

of the said USO Account to be belonging to the said Mr. Ajuk Ronald

Jimmy.

(g) In June around 13th June 2022, when the 2nd plaintiff went to the

Defendant Bank to draw some money from her said USO Account, she

surprisingly found that, the money on the said USD Account had been

removed by the Defendant without any justifiable cause or notification

5. The 2nd plaintiff contends and shall aver that, she has been

inconvenienced and she has lost business and income due to failure of

accessing and utilizing her money on her said USD Account as a result of

unlawful/illegal deduction of the same by the Defendant. Therefore, the 2 nd

plaintiff shall claim General Damages from the Defendant in the sum

equivalent to Ugx 51,000,000/= with interest thereon at the commercial rate

of 25% per annum from the date of freezing the plaintiff's said USD

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Account up to the date of opening up her said USD Account or until

payment in full of the said General Damages amount of money.

6. The 2nd plaintiff shall further claim punitive damages and exemplary

damages from the Defendant.

7. The demand and notice of intention to sue was made and communicated

to the Defendant but the Defendant never responded. A Photostat copy of

the same is hereto attached and marked Annexure "E"

8. The cause of action arose in Kampala City within the pecuniary and

Geographical Jurisdiction of this Honorable Court.

WHEREFORE, the 2nd plaintiff prays for judgment against the Defendant

for:-

(a) A Declaration that, the Defendant's Act of deducting

money on the 2nd plaintiff’s USD Account No. 6005504420 held with the

Defendant was unlawful and illegal.

(b) An order of court directing the Defendant to refund up the

said 2nd plaintiff's USD Account with the Defendant unconditionally.

(c) An order of court directing the Defendant to pay to the 2nd

plaintiff the General Damages equivalent to the sum of Ugx 51,000,000/=

with interest thereon at the commercial rate of 25% per annum from the

date of freezing the plaintiff's said USD Account with the Defendant till

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opening up of the said USD Account or until payment of the claimed

General Damages of Ugx 51,000,000/=

(d) An order of court directing the Defendant to pay to the 2nd

plaintiff the punitive Damages and exemplary Damages as shall be

determined by the Honorable Court

(e) An order of court that the Defendant pays the costs of this suit.

(f) Any other or better relief this Honorable court deems fit

19. The 3rd Plaintiff's nature of business among others is to render/ provide
various construction services and supply of Assorted Hardware
materials.

20. The 3rd plaintiff's claim against the Defendant in Contract, in Trust and
in Equity is for a Declaration that the Defendant's Act of freezing the
Plaintiff's USO Account No. 6006694835 with the Defendant without
any justifiable cause and without the notice and /or information to the
plaintiff as to why money on the said USD Account was deducted, was
unlawful and illegal. An order of court directing the Defendant to
refund the said plaintiff's USD Account unconditionally. General
damages equivalent to Uganda shillings 60,000,000/= with interest
thereon at a commercial rate of 25% per annum, punitive damages,
exemplary damages costs of this suit and any further or better relief as
this court deems fit and proper.

21. The facts constituting the 3rd plaintiff's cause of action against the
Defendant are as follows;

a) Sometime back the 3rd plaintiff opened up a USD

Account No. 6006694835 with the Defendant at Lugogo Branch.
b) Sometime back in March 2022, upon the instance and the purchase
order of a company styled Ron Outsourcing Ltd, the 3 rd plaintiff

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 supplied the assorted hardware materials and rendered /provided
construction services to the said company at Acacia mall and Oasis mall
worth of USD 219,647.22 and raised an invoice to the said company for
that said USD amount of money. Hereto attached and marked
Annexures "B1", "B2", & "BJ" are the Photostat copies of the self-
explanatory said Invoice No. 1568 dated 04-0J-2022, the purchase order
No. 2022-44, dated 02-0J-2022 and the Certificate of Completion for
hardware installation in respect of the Assorted hardware materials
which were supplied by the plaintiff to the said company and installed
at Acacia mall and Oasis mall for the said company.
c) The said company Ron Outsourcing Ltd is owned by Mr. Ronald
Jimmy Ajuk with the majority shares Of 90 shares (90%) as well as its
Director/ company secretary and a one Aboo Susan who owns the
minority shares of 10 shares (10%) in the said company as well as its
Director. Hereto attached and marked Annexures "Cl", "C2" "CJ", "C4",
"CS" & "C6" are the Photostat copies of the self-explanatory Certificate
of Incorporation/Memorandum & Articles of Association of the said
company, the Special Resolution dated 25-08-2021 regarding the
allotment of shares in the said company, the two respective transfer of
shares from Aboo Susan and Obaa Peter respectively to Ajuk Ronald
Jimmy plus the notification of Appointment of Director and secretary
form in the said company, all duly registered.
d) While the said Ajuk Ronald Jimmy is the majority shareholder in the
said company as well as its Director/ secretary, he as well has a /
subscribes to USD Account with the Defendant No. 6006916145 at
Lugogo Branch. Hereto attached and marked Annexture "D" is a
Photostat copy of the self-explanatory Bank Statement reflecting the
said Account Title, duly in the names of the said Mr. Ajuk Ronald
Jimmy.
e) In the process of payment, the plaintiff was paid its money due and
owing by the said Mr. Ajuk Ronald Jimmy using his said personal USD
Account, through the said 3rd plaintiff's USD Account.
f) In June around 13th June 2022, when the 3 rd plaintiff's Directors went to
the Defendant bank to draw some money from the plaintiff's said USD
Account, they surprisingly found that, money on the said USD
Account was deducted by the Defendant without any justifiable cause
or notification to the plaintiff's Directors/ principals.

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 g) The 3rd plaintiff contends and shall aver that, the plaintiff's Directors/
Principals have been inconvenienced and the plaintiff has lost business
and income due to failure of accessing and utilizing its /their money on
its/their said USD Account as a result of unlawful /illegal deduction of
the same by the Defendant. Therefore, the plaintiff shall claim General
Damages from the Defendant in the sum equivalent to Ugx 60,000,000/=
with interest thereon at the commercial rate of 25% per annum from the
date of freezing the plaintiff's said USO Account up to the date of
opening up its USD Account or until payment in full of the said
General Damages amount of money.
h) The plaintiff shall further claim punitive damages and exemplary
damages from the Defendant.
i) The demand and notice of intention to sue was made and
communicated to the Defendant but the Defendant never responded. A
Photostat copy of the same is hereto attached and marked Annexure
"E"The cause of action arose in Kampala City within the pecuniary and
Geographical Jurisdiction of this Honorable Court.

WHEREFORE, the plaintiff prays for judgment against the Defendant for:-

1) A Declaration that, the Defendant's Act of deducting money on the 3 rd

plaintiff's USD Account No. 6006694835 held with the Defendant was
unlawful and illegal.
2) An order of court directing the Defendant to refund the said plaintiff's
USD Account with the Defendant unconditionally.
3) An order of court directing the Defendant to pay to the plaintiff the
General Damages equivalent to the sum of Ugx 60,000,000 with interest
thereon at the commercial rate of 25% per annum from the date of
deduction the plaintiff's said USD Account with the Defendant till full
refund of the said USD Account or until payment of the claimed
General Damages of Ugx 60,000,000/=
4) An order of court directing the Defendant to pay to the plaintiff the
punitive Damages and exemplary Damages as shall be determined by
the Honorable Court.
5) An order of court that the Defendant pays the costs of this suit.
6) Any other or better relief this Honorable court deems fit.

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Dated at Kampala this ................... Day of……………….2023

………………………………………
COUNSEL FOR THE PLAINTIFF

DRAWN & FILED BY:

WASSANYI & CO. ADVOCATES
Plot 37, William street, kampala
Hotel equatorial mall, suite no. H322
P.O BOX 37570,
kampala

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 THE REPUBLIC OF UGANDA
IN THE HIGH COURT OF UGANDA AT KAMPALA
(COMMERCIAL DIVISION)
CIVIL SUIT NO. ………….OF 2022
(ARISING FROM CS-691 0F 2022, CS 0721 OF 2022 AND 0694
OF 2022)

1. TALPA SOLUTIONS LIMITED

2. SUZAN ABOO
3. ULTRA GRIP SAFETY LIMITED ::::::::::::::::::::::::::::::: PLAINTIFFS

Vs
ABSA BANK UGANDA LIMITED :::::::::::::::::::::::::: DEFENDANT

SUMMARY OF EVIDENCE
The plaintiffs shall rely on evidence raised in the Consolidated
plaint

LIST OF DOCUMENTS

1. The Plaintiffs shall rely on the relevant documents attached to the

plaint.
2. Any other relevant documents to be availed with leave of court.

LIST OF WITNESSES

1. The plaintiff's Directors/ Principal Officers.

2. Any other relevant witnesses to be availed with leave of court.

LIST OF AUTHORITIES

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

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2. The Civil Procedure Act Cap 71
3. The Evidence Act Cap 6
4. Civil Procedure Rules S.I.71-1
5. Case Law
6. Any other relevant Authorities with leave of court

Dated at Kampala this ………………day of …………….20223

………………………………………….
COUNSEL FOR THE PLAINTIFFS

DRAWN & FILED BY:

WASSANYI & CO. ADVOCATES

Plot 37, William street, kampala
Hotel equatorial mall, suite no. H322
P.O BOX 37570,
kampala

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