The High Court Commercial Division has ordered businessman Patrick Bitature to pay Finicon (U) Limited US$256,136.17, exclusive of VAT, after finding that he breached two consultancy agreements for a planned high-end boutique hotel and the remodelling of his Kololo residence.
In a judgment delivered on August 18, 2026, Commercial Division Judge Stephen Mubiru rejected Bitature’s attempt to defeat Finicon’s claim by arguing that the contracts were ambiguous, that Finicon lacked the necessary professional standing, that the company was not a party to the agreements and that the money he had already paid represented full and final settlement.
The court instead found that the contracts were enforceable, Finicon had substantially performed the work it had been hired to do, and the payments made by Bitature did not extinguish his outstanding liability.
The ruling also ordered Bitature to pay interest at 9 percent per annum from May 20, 2014 until the judgment debt is fully settled, in addition to the costs of the suit.
The judgment brings a major legal conclusion to a dispute that arose from two contracts signed in 2012 and subsequently became a battle over professional fees, project performance, architectural licensing, alleged fraud, contract interpretation and whether a relatively small payment could wipe out a much larger outstanding debt.
The multimillion-dollar projects
According to the judgment, Finicon, a private limited liability company involved in architectural consultancy, engineering and project management, entered into an agreement with Bitature on July 6, 2012 for professional consultancy services relating to a proposed high-end boutique hotel on Summit View Road, Kololo.
The proposed investment was estimated at between US$5 million and US$6 million, with the consultancy fee structured at five percent of the construction cost, subject to a US$6 million locked budget.
A second agreement was signed on August 24, 2012 for the remodelling of Bitature’s residential property on Malcolm-X Road in Kololo. That contract also provided for a professional fee of five percent of the construction cost.
Finicon told court that it carried out extensive work under both agreements, including feasibility assessments, design work, production drawings, tendering, applications and approvals from relevant authorities and preparation of bills of quantities.
The company initially claimed that it had completed about 76 percent of the contracted consultancy work and was entitled to US$291,136.20, of which Bitature had paid only US$23,538, leaving a claimed balance of US$267,598.20 before VAT.
Bitature disputed the claim, maintaining that neither project progressed sufficiently to justify the fees demanded.
He argued that the agreements were vague because the final construction costs had not been conclusively established and that the US$23,538 already paid had been agreed as full and final settlement.
Court rejects ambiguity argument
One of the central issues before Justice Mubiru was whether the two agreements were so uncertain that they could not be enforced.
The court rejected that argument.
Justice Mubiru found that the hotel agreement contained a workable mechanism for calculating the consultancy fee. The contract provided for a locked budget of US$6 million and stated that if the bills of quantities showed a lower construction cost, the fee would be recalculated using the lower figure.
The judge held that such a mechanism was sufficiently clear to allow the contract to be enforced.
The court further observed that commercial contracts do not become unenforceable merely because the final amount payable may change as project costs become clearer. What matters is whether there is a workable mechanism for establishing the amount due.
The residential remodelling agreement presented a more complicated fee calculation because it referred to either the tentative construction cost or detailed estimates, as agreed between the architect and client.
However, Justice Mubiru held that even this provision did not destroy the agreement.
The court concluded that neither contract was rendered unenforceable by ambiguity.
Bitature’s licensing and fraud arguments rejected
The case also took a dramatic turn during the trial when the defence raised questions about the professional qualifications and registration status of people associated with Finicon.
The defence argued that some of Finicon’s personnel were not registered architects at the time the contracts were entered into and suggested that the company itself was not registered as an architectural firm.
The defence further alleged fraud surrounding declarations made in relation to project values and fees payable to public authorities.
But Justice Mubiru found that these arguments had largely not been pleaded in the defence and could not simply be introduced at the end of the trial as new grounds for defeating the contracts.
The judge stressed that serious allegations such as fraud, misrepresentation and illegality must ordinarily be specifically pleaded so that the opposing party knows the case it has to meet.
The court said allowing such allegations to emerge principally during cross-examination and closing submissions would undermine procedural fairness.
Importantly, however, the judge still examined the professional licensing issue because evidence about it had emerged during the hearing.
The court heard evidence from the Chairperson of the Architects Registration Board, Robert Henry Kiggundu, who testified that architectural firms can employ architects and that the Board licenses individuals rather than corporations.
Justice Mubiru consequently drew a distinction between an unregistered individual illegally practising architecture and a corporate entity lawfully employing a registered professional to perform regulated architectural work.
The court found that Finicon had employed Rogers Mukalazi, a registered and licensed architect who was responsible for the architectural work, including signing and presenting drawings.
The court therefore rejected the defence of illegality and held that the contracts had been performed through lawful, licensed means.
Judge finds contradictions in Bitature’s evidence
A particularly damaging part of the judgment concerned Bitature’s evidence about how far the projects had progressed.
Bitature maintained that both projects stopped at the inception stage.
The court, however, found substantial documentary evidence showing that work had progressed considerably further.
For the hotel, Finicon presented evidence of concept documents, schematic and structural drawings, KCCA processes, NEMA approval and bills of quantities. A quantity surveyor had produced bills of quantities placing the project cost at about US$12.4 million including VAT.
For the residential project, Finicon produced evidence of concept designs, structural drawings, KCCA applications and approvals, production drawings and detailed bills of quantities placing the remodelling cost at approximately US$1.66 million.
The court found that Bitature’s own testimony contradicted his claim that he was unaware of the work performed.
He acknowledged receiving drawings and documents and recognised delivery notes signed by his assistants. He also acknowledged correspondence relating to KCCA approval.
The judge said these documents were inconsistent with the claim that the projects had remained stuck at inception.
Justice Mubiru described the contradiction as material because the extent of Finicon’s performance was central to the dispute.
The court ultimately found that Finicon had completed work up to Stage G — Bills of Quantities — on the hotel project, while the residential remodelling project had reached Stage H — Tender Action.
The judge further noted that Bitature had not issued formal notices terminating either contract.
His assertion that he had “terminated” the agreements without issuing termination notices was treated by the court as significant.
The court found that his conduct, including signing the KCCA application, acknowledging documents and failing to issue timely written objections, supported the conclusion that the work had been undertaken and accepted to substantial stages.
The US$23,000 payment did not wipe out the debt
Another major issue was whether the money Bitature had already paid constituted full and final settlement.
The court rejected that defence.
Justice Mubiru held that merely paying a smaller amount does not automatically extinguish a larger contractual debt.
For a payment to constitute full and final settlement, there must be a clear agreement that the creditor accepts the payment on that basis.
The burden was on Bitature to prove that Finicon had agreed to accept the amount as complete settlement.
The judge found no such clear agreement.
Bitature had testified that after the projects were stopped, the parties mutually valued the work and arrived at approximately US$23,000, which he paid in one lump sum.
But the court found that his evidence did not establish a clear agreement that the payment settled the entire debt.
The court therefore ruled that the payments were part-payments rather than full and final settlement.
Court recalculates the amount owed
While Finicon had claimed US$267,598.20 as the outstanding balance, the court undertook its own calculation based on the stages it found had actually been completed.
For the hotel project, the court calculated that Finicon had earned US$216,000 based on the applicable five percent fee and the proportion of the contracted stages completed.
For the residential project, the court calculated the earned fee at US$63,136.17.
That brought the total contractual fee earned under the two agreements to US$279,136.17. After taking into account the payments proved to have been made, the court arrived at an outstanding contractual balance of US$256,136.17, exclusive of VAT.
The final award is therefore lower than the amount originally claimed by Finicon, but still represents a substantial financial liability for Bitature.
9 percent interest dating back to 2014
The financial impact of the judgment extends far beyond the principal amount.
Justice Mubiru ordered interest at 9 percent per annum from May 20, 2014 until payment in full.
The judge selected May 20, 2014 after treating November 20, 2013, the date of the tender valuation report, as the relevant date from which the contractual six-month payment period could be reckoned.
The court characterised the unpaid amount as money that Finicon had effectively been deprived of using, reasoning that interest compensates a party for being kept out of its money.
That means the interest component has continued running for more than 12 years before the judgment was delivered, and will continue to accumulate until the decretal amount is paid.
No punitive damages for Finicon
Despite ruling in Finicon’s favour, the court declined to award general damages for reputational harm and rejected the company’s claim for punitive or exemplary damages.
Finicon had told court that the prolonged non-payment damaged its reputation and strained relationships with consultants and subcontractors, with some consultants taking legal action over unpaid amounts.
The court nevertheless held that the principal financial loss arising from delayed payment was adequately addressed through the outstanding debt and interest.
Justice Mubiru said awarding additional general damages for the same financial delay would risk overcompensation.
Punitive damages were also rejected because ordinary breach-of-contract claims are primarily compensatory rather than punitive.
Bitature ordered to pay costs
The court further ordered Bitature to pay the costs of the suit, applying the general rule that costs follow the event.
Justice Mubiru said he found no special reason to depart from that rule.
The final order is therefore clear: Bitature must pay Finicon US$256,136.17 exclusive of VAT, interest at 9 percent per annum from May 20, 2014 until payment in full, and the costs of the case.
The judgment, delivered electronically on August 18, 2026, effectively closes the court’s determination of the contractual dispute at the Commercial Division level, unless the parties pursue any further legal remedies available to them.
At the heart of the ruling is a straightforward commercial principle: a client who engages professionals, allows work to proceed through substantial contractual stages, benefits from the resulting documentation and approvals, and then stops the project cannot simply avoid paying for services already performed by later disputing the clarity of the contract or treating an unproven partial payment as a complete settlement.
For Finicon, the judgment converts a more than decade-old unpaid consultancy dispute into an enforceable monetary award. For Bitature, the ruling leaves a principal liability of more than a quarter of a million US dollars, plus a decade-plus of interest and legal costs.
