The High Court Commercial Division has handed Meera Investments Limited a decisive victory in construction dispute, ordering architectural firm FBW (U) Limited and its two senior architects, Paul Moores and Nigel J. Tilling, to pay more than $741,000 after finding that they fundamentally breached a consultancy agreement for the expansion of Kabira Country Club.
In a detailed 43 page judgment delivered on April 3, 2026, Hon. Lady Justice Susan Odongo ruled that FBW failed to deliver a complete construction drawings package despite receiving substantial payments and instead frustrated the project by withholding editable Computer Aided Design drawings that were essential for construction to proceed.
The court later rejected a fresh application filed by FBW, Moores and Tilling seeking post judgment relief in Miscellaneous Application No. HCT-00-CC-MA-1258-2026, leaving the original judgment entirely intact.
The decision brings to a close a dispute that stretched back more than a decade and has become a landmark precedent on professional accountability, contractual obligations and the personal liability of architects practising through corporate entities.
The dispute originated from a consultancy agreement signed on February 6, 2012, when Meera Investments contracted FBW to provide architectural, structural, mechanical and electrical engineering consultancy services for the redevelopment and expansion of Kabira Country Club in Bukoto.
The ambitious project involved the construction of new serviced apartments and other hospitality facilities intended to expand one of Kampala’s leading hotel properties.
Under the agreement, FBW was to prepare a complete package of construction drawings and technical documentation required to move the project from design approval to actual construction.
The consultancy fee was agreed at $375,000, payable in stages linked to specific milestones in the project.
For some time, the relationship between the developer and the architects appeared to progress smoothly.
However, the project was suspended in 2013 after Meera shifted its attention to another Ruparelia Group development, Speke Apartments Wampewo.
Several years later, in 2018, both parties agreed to revive the Kabira project and revised the implementation timelines with construction expected to begin in January 2019.
Instead of moving forward, however, the revived project quickly descended into a bitter contractual dispute.
According to court findings, the conflict centred on FBW’s refusal to provide editable CAD drawings despite Meera having made significant payments under the agreement.
FBW insisted that the PDF drawings it had already delivered were sufficient for the project.
The company maintained that contractors, engineers and surveyors required editable digital drawings to make technical adjustments, carry out measurements and execute construction works.
The court heard that Meera eventually paid $132,750 to secure the release of drawings.
However, when the files were received, they were largely static PDF documents that could not be properly used for construction purposes.
Without workable technical drawings, the project stalled.
Meera was forced to hire new consultants to recreate much of the work from scratch, leading to an estimated eight month delay and substantial additional costs.
Justice Odongo found that the refusal to release usable project documents amounted to a fundamental breach of the consultancy agreement.
Justice added, “A professional’s duty does not end with a regulatory stamp. It ends with the delivery of usable documents for the client’s intended purpose.”
The judge rejected FBW’s argument that the CAD files remained its intellectual property and therefore did not have to be handed over.
Instead, she found that previous dealings between the parties clearly demonstrated that editable drawings formed part of the expected contractual deliverables.
One of the strongest findings in the judgment was the court’s criticism of FBW’s conduct during the project.
Justice Odongo concluded that the architects attempted to demand construction stage payments while simultaneously withholding the very documents required to begin construction.
She said,b”The Defendants’ attempt to satisfy their duty by providing static, unadjustable PDF files for a project of such immense complexity all while demanding payments meant for the construction phase was not an act of professional service, but one of technical obstruction.”
The court found that the conduct frustrated the entire purpose of the agreement and prevented the project from progressing as intended.
Justice Odongo observed that professional consultants must deliver documents that are genuinely capable of serving the client’s intended commercial purpose rather than merely satisfying regulatory requirements.
One of the most significant aspects of the judgment was the court’s decision to hold Paul Moores and Nigel Tilling personally liable alongside FBW.
The two architects had earlier argued that only the company could be sued because it was the contracting party.
That argument had already suffered a setback in an earlier 2021 ruling by Justice Stephen Mubiru, who allowed the claims against them personally to proceed.
During the trial, evidence showed that architectural licences are issued to individual professionals and that architects personally stamp drawings as confirmation of professional responsibility.
Justice Odongo concluded that their obligations extended beyond the company’s corporate personality.
“The corporate structure cannot be used as a shield to defeat professional liability.”
The ruling is expected to have far reaching implications for architects, engineers and other professionals who provide services through companies, making it clear that professional accountability may still attach to individuals where personal duties are established.
After analysing the evidence, the court awarded Meera substantial compensation for the losses arising from the delayed project.
The awards included: $132,750 as a refund of payments made to FBW. $108,500 in special damages. $500,000 in general damages.
The special damages covered payments made to replacement consultants including Design 256 Ltd, CONSTULKA, and Chase Consults Ltd, which were hired to recreate technical drawings that should originally have been delivered under the consultancy agreement.
However, the court declined to award an additional $178,239.48 claimed for contractor penalties after finding that those losses had not been sufficiently proved.
Justice Odongo also rejected Meera’s claim for exemplary damages, ruling that although the architects’ conduct fell below acceptable professional standards, it did not justify punitive damages.
Following the April judgment, FBW, Moores and Tilling returned to court seeking post judgment relief through Miscellaneous Application No. HCT-00-CC-MA-1258-2026.
They invoked provisions of the Judicature Act and Civil Procedure Act in an attempt to obtain orders affecting the execution of the judgment.
Justice Odongo dismissed the application, effectively reaffirming every substantive finding made in the main case and preserving the full awards granted to Meera Investments.
The ruling means the architects remain liable for the monetary awards, interest and legal costs arising from the dispute.
The decision will to influence future disputes involving construction consultants, architects and engineers by clarifying that professional services contracts require consultants to provide documents that are practically usable for construction and not merely suitable for regulatory approval.
The judgment also reinforces an increasingly important principle in Uganda’s commercial jurisprudence that professionals cannot automatically rely on the corporate veil to avoid personal liability where they have undertaken direct professional responsibilities to clients.
Kabira Country Club dispute now stands as one of the clearest judicial statements yet that withholding essential technical documentation after receiving payment may amount to a fundamental breach of contract with serious financial consequences.
