Bemuga’s employee entered a Shs 1.7 bn deal without knowledge of directors

Bemuga Forwarders has been given 14 days to defend itself in a case in which its former managing director, Ronald Kanyerezi, entered a Shs 1.7 billion deal with a global logistics firm without the knowledge of its shareholders.

Justice Patricia Kahigi Asiimwe said the case raises serious issues that must be fully heard in court instead of being decided quickly under summary procedure.

The dispute began with a controversial agreement entered into by Bemuga’s former chief executive officer, Ronald Kanyerezi, and Noytech Logistics, a Dubai-based logistics firm.

According to court documents, Noytech wired $450,000 (Shs 1.7 billion) to Bemuga’s bank account under what it believed was a valid agency agreement.

However, Bemuga later claimed that the deal was done without the knowledge or approval of all its shareholders and directors, including Ben Mugasha.

In an affidavit filed by its managing director, Friday Byamukama, the company said it only discovered the agreement after the money had already been sent.

Bemuga further explained that Kanyerezi told the company the money had been received as an agent for two individuals, Christian Rainer Ardnt and Roman Aleksandrov, and that the funds were later passed on to them.

The company says Kanyerezi’s employment was terminated and that the matter was handed to the police for investigations.

Bemuga also argued that the lawsuit filed by Noytech was premature because the agreement included dispute resolution mechanisms such as mediation and arbitration that had not been followed.

On the other hand, Noytech strongly defended the transaction.

Noytech’s managing director, Roman Alexandrov, insisted that Kanyerezi had full authority to act on behalf of Bemuga at the time.

“Mr. Ronald Kanyerezi signed the agency agreement on behalf of the Applicant, and at the time, he was a director of the Applicant,” Alexandrov stated.

He added that as both director and chief executive officer, Kanyerezi had “real, apparent, and ostensible authority to enter into contracts binding the company.”

Noytech also accused Bemuga of refusing to take part in negotiations that had been initiated to resolve the dispute.

The company argued that Bemuga filed its application to defend the case too late and should not be allowed to proceed.

Under the law, a defendant is required to apply for permission to defend within 10 days after being served with a court summons. In this case, Bemuga was served on March 13, 2025, but filed its application on March 26, 2025, three days late.

Noytech asked the court to dismiss the application on that basis.

But Justice Asiimwe rejected this argument, saying she finds that a three-day delay is not consequential.

The main issue before the court was whether Bemuga should be granted unconditional leave to appear and defend the case.

Bemuga’s lawyers from Moriah Advocates argued that the case should not proceed in court because the agreement required disputes to be resolved through mediation and arbitration.

They told the court that this meant the court lacked jurisdiction to hear the matter at this stage.

However, Noytech’s lawyers from Dentons, Kyagaba, and Otatiina Advocates countered that the arbitration clause could not be relied upon.

They argued that the clause referred to a “non-existent forum and non-existent rules,” making it ineffective.

In her ruling, Justice Asiimwe said this disagreement itself showed that there was a serious issue that needed to be tried.

“I find that the issue of whether or not this court has jurisdiction over the dispute is a triable issue that needs to be resolved by the court,” she said.

Because of this, the court did not examine all the other arguments raised by Bemuga.

Justice Asiimwe concluded that Bemuga had shown enough grounds to be allowed to defend itself.

“The applicant is therefore granted unconditional leave to appear and defend the suit,” she ruled, ordering Bemuga to file its formal defence within 14 days.

On the question of costs, the judge said the final decision in the main case will determine who pays legal costs.