Authored By: BIYINZIKA JAEL KAKULIRA
Case Title & Citation
Kiggundu Bruno a.k.a Bruno. K v Black Market Records Entertainment – SMC Limited & 3 Others (Civil Suit 1025 of 2022) [2025] UGCommC 42.
Court Name
High Court of Uganda at Kampala (Commercial Division)
Name of judge
Honourable Justice Patricia Mutesi
Date of Judgment
01/04/2025
Parties Involved
Kiggundu Bruno who is a Ugandan musician who is Plaintiff in this case.
Singleton Cedric Lychern and Kisame Shadrack Shagaf who are the 2nd and 3rd Defendants respectively were agents of the 4th Defendant
Black Market Media LLC T/A Black Market Records is an American record label advancing into Uganda since 2020.
Facts of the Case
An agreement between the Plaintiff and Black Market Records LLC was signed on 12th May 2020 after 2nd and 3rd Defendants acting as representatives of the 4th Defendant had communicated to the Plaintiff of the interest of the 4th Defendant to sign him as its artist. Which agreement was breached by the 4th Defendant immediately as per the Plaintiff and eventually upon the lapse of the same, the Plaintiff was not interested in renewing the agreement. The Defendants infringed on the Plaintiff through multiple complaints to YouTube where the Plaintiff run a channel with his music which was not party to the initial agreement. The Plaintiff acquired information of the 4th Defendant not being a legal entity at the time their agreement was executed and subsequently the Plaintiff got his channel back up. The Defendants on multiple occasions continued to use the Plaintiff’s music without his consent and at their financial benefit.
Issues Raised
- Whether the court has power to hear the suit?
- Whether a cause of action is brought out in the plaint against the 3rd Defendant?
- Whether there is a legal agreement between the Plaintiff & Black Market Records LLC?
- Whether the Plaintiff’s works were illegally turned to the advantage of the Defendants?
- Whether the counterclaim is allowed to retrieve UGX. 12,000,000 from the Counter defendant?
- What are the remedies are accessible the parties?
Arguments of Parties
Plaintiff’s arguments:
Regarding Issue one, it was submitted by the Plaintiff’s counsel that the court has jurisdiction to hear the matter while referring to Article 139 (1) of the Constitution of the Republic of Uganda, 1995 is to the effect that the High Court shall have limitless original jurisdiction in all circumstances.
Concerning Issue two, Plaintiff’s counsel contended that the Plaintiff had the right to gain from, circulate his music how he wished but these rights were overstepped with the constant complaints of the Defendants to YouTube which eventually got his channel taken down and causing him financial loss. The Defendants distributed his music without the Plaintiff’s consent and royalties from the same were not given the Plaintiff. All these facts were stated in the Plaint which included the 3rd Defendant meaning there was a cause of action against him as well.
With respect to Issue three, the Plaintiff’s counsel maintained that at the time of enforcement of the Agreement, Black Markets Records LLC had been momentarily removed under the laws of the state of California as a valid company and was unable to enter into a valid contract at that point. Evidence was adduced to back the argument that 4th Defendant was not able to enter into a contract which was an extract from the website of the franchise Board explaining the effect of the suspension which was failure to pay taxes by the 4th Defendant from 27th March, 2013 to date.
As regards to Issue four, the Plaintiff counsel insisted that the copyright in several works of music belonged to the Plaintiff and several songs he recorded were named as well those he had recorded with other musicians. Defendants made untrue demand to control of his works.
Defendants arguments
As regards to Issue one, the Defendants’ counsel submitted that Clause 16(e) of the Agreement had an arbitration clause and whose seat was U.S.A to be governed by laws of the State of California subject to any disputes and therefore the court has no power to hear the matter for the above reason.
In regard to Issue three, the Defendants’ counsel asserted that no evidence was adduced to prove the nonexistence of Black Market Records LLC.
With respect to Issue 4, the Defendants declined all the Plaintiff’s claim of copyright infringement. 1st Defendant maintained that it was founded in July 2020 after the Agreement was executed and that it was not engaged with the Plaintiff or his works at all. 2nd Defendant said he was a representative of the 4th Defendant, who signed the Agreement in that role and not individually liable for any copyright infringement. 3rd Defendant said that he was unconnected with the plaintiff or his works apart from handing over a copy of it to the Plaintiff. 4th Defendant demands that an agreement was legally carried out between the Plaintiff and it to which the Plaintiff breached by falling short of the agreed quantity of the songs that were to be delivered.
Pertaining to Issue five, the Defendants adduced evidence to confirm the sum which they needed to be got back by way of receipts that were nine in total.
Judgment/Final Decision
The Court on deciding on Issue one, the agreement was between the Plaintiff and Black Market Records LLC so none of the other Defendants were party to it and therefore the other Defendants cannot gain from the exclusive choice of the court agreement in Clause 16 (e) of the Agreement. Only conflicts between the Plaintiff and Black Market Records LLC would be subject to exclusive choice of court agreement.
The jurisdiction objection was rejected and finding that the court had power to hear and conclude this dispute.
The Court concluded the amended Plaint revealed a cause of action in copyright infringement against the Defendants while determining Issue two.
In regard to Issue three, the Court determined that Black Markets Records LLC lacked capacity to execute the Agreement with the Plaintiff on 12th May 2020 before being in line with the laws of the California State Department. The Exclusive Record Artist Agreement of 12th May 2020 between the Plaintiff and Black Markets Records LLC was rendered null and void.
The Court in regard to Issue four, the Court held that the Plaintiff owns the copyright in respect of the songs he made along with those he co-owns with other artistes.
The 4th Defendant infringed on the Plaintiff’s copyright as all the evidence by the Plaintiff points to it.
The Court concluded on Issue five the 4th Defendant is entitled to recover UGX. 2,785,000 from the Plaintiff as evidence only adduced that amount.
The Court also declared that the agreement signed on 12th May 2020 between the Plaintiff and Defendant was null and void.
Permanent injunction was issued against the 4th Defendant and all its agents by the Court.
Order of account and payments of profits to the Plaintiff by the 4th Defendant apart from the money accepted by court which was subject to an interest of 18% per year from the date of conclusion of the case to full compensation.
The Honourable Court awarded General Damages and aggravated damages of UGX. 100,000,000 with interest of 16% per year and UGX. 30,000,000 with interest of 14% per year respectively from the date of judgment to full compensation.
Costs of the suit awarded to the Plaintiff and ¼ of the same of the counterclaim to the 4th Defendant by the Court.
Legal Reason/ Ratio Decidendi
The court referred to Article 139(1) of the Constitution of Uganda that grants High Court unlimited original jurisdiction in all matters while determining the matter of the Court’s jurisdiction.
The Court relied on the case of Transact Ltd. v Damco Logistics Uganda Ltd where it was held that exclusive choice of Court agreement can only be enforced by parties to the contract. The dispute in this matter was between the Plaintiff and other parties therefore the clause could not be applied. Depending on this court held that it had jurisdiction to handle the matter before it.
The Court touched on the case of Tororo Cement Co. Ltd. v Frokina International Ltd. to define a cause of action is revealed where one had a right and it was violated.
Court while determining the validity of the contract between the Plaintiff and the 4th Defendant made reference to the case of Peacock Hill Association v Peacock Lagoon Construction Company where it was confirmed that a temporarily stopped company loses power to exercise its rights under corporate law that include right to enter into a contract.
Court in observing the main ingredients of a valid contract made reference to Section 9(1) of the Contracts Act, Cap 284 with emphasis of the capacity to contract which it eventually concluded the 4th Defendant did not have the power to enter into a valid contract.
The Court made reference to the Copyright and Neighboring Rights Act, Cap 222 and the Halsbury’s laws of England (Copyright, Volume 23 (2023)) to conclude that the songs talked about in the suit were actually musical works.
The Court cited to the case of Opio Moses v Chukia Lumago Roselyn & 5 others HCCS No. 0022 of 2013 to define general damages.
The Court referred to the case of Daniel Oboth v The New Vision Printing and Publishing Corporation SCCA No. 12 of 1990 to explain punitive damages.
The Court mentioned Section 26(2) of Civil Procedure Act, Cap 71 which gave it the authority to grant interest on damages awarded in the case.
The Court mentioned Section 27(1) of Civil Procedure Act, Cap 71 which gave it the power to grant costs in the case.
Court turned to the equitable doctrine of restitution which would need one to return money given to them not any more that what it initially was. This doctrine was relied on by court to determine the money the Plaintiff had to hand over to the 4th Defendant for facilitating his music preparations.
Conclusion
Parties should ensure that they have the capacity to contract before entering into any agreement. Musical works are copyrightable works and therefore there is legal implication of infringing on them, such laws enable creatives driven and inspired, helping them produce great work.
