Land Transaction Notes Module 1.

Private Mailo (mainly in Buganda, Ankole and some parts of Mbale.

Buganda Kingdom has; Kyadondo (Kampala) and some parts of Wakiso,
Bururi (border of the kingdom and masindi), Busiro (Wakiso), Kyagwe
(Mukono), Bugerere (Kayunga), Singo (Mityana).
Title has 4 parts; Cover page, Description page (PART I- Property & PART II-
ownership), Encumbrace page, Miniature page.

Lease hold- registered in Volume and Folio (these Folio should not go beyond
24 or 25)
- There must be a lease agreement
- There must be a term, (limitation)
To amalgamate titles, make sure they neighbour each other.

Senior Cartographer – marks plots like this one will be plot 20, block 421.
Physicals planner – gives you plans according to the counsil (area may want
a school yet the plan is for a petro station)
Surveyer – getting coordinates.

Due diligence;
- Do search, at the particular Mzo where the land is, but there is a
new system. (Block, Plot, County)- Bring a search report with all the
details of the title. Then visit.
Documents – Spousal Consent.
- Joint tenancy (Sales Agreement)
Workshop 2 ( Part A.
Steps; - District Land Committee (Sub-County)
- Area Land Committee which sits at the town council or sub-county.
- There he will gets forms for application for Free Hold.
- Forms will be signed by LC1, then it has a provision a sketch map
which provides for length i.e. North, South, West, East.
 - He has to have meetings of people who attended the
measurements.
- After filling the forms, you get the survyer to get coordinates to
form a deed plan (he goes with a sketch map).
- Take that file back to the land area committee to sign on those
forms.
- After the forms are signed, it will be sent to the district secretary
land board to approve the forms.
- So the surveyer attaches the coordinates on the file with the forms
then sends to the physical planner to approve the file.
- Then it is sent to the Regustrar at Kyankwazi.
- After the registrar approval and comments, the file is sent to the
cartographer.
- The cartographer then comes up with the real deed plan which is
colored and signs together with the staff surveyer.
- Cartographer send the file back with the deed plan to the registrar
(the cartographer creates a plot number).
- The registrar now generates a free hold title and attach the deed
plans to the title. (Create 2 titles one to remain at lands and the
other goes to the purchaser.)
The requisite documents;
- Forms.
- Deed plans.
Where one wants to subdivide land that is already has title.
- Mutation form
- The from surveyer to point of registrar.

Part B
- Documents; Sales Agreement. (Parties clause, Consideration clause,
)
- Steps; land search, physical search, transfer forms, gives title, IDs.
- Document is a transfer form, land consent form – consenting to the
350M (For the Chief Government Valuer)
- All duties, levies and fees; (Stamp duty – 1.5% of total value 1.5/100
x 350.000.000/=. Registration fee = 10.000, The Government
Valuer determines that the land is worth 350.000.000 then send it
to URA which gives you a duty to pay.
- Advocates (Professonal Conduct Act) – stamp duty should not be
taken lightly.
Part C
- Order for specific performance
- Recission. *
- Katarikawe v Katwiremu
- Plaint, Application for interim injunction.
Part D
- Equitable interests (lodge caveat)
- Draft Caveat , (RTA has different types of Caveats), Affidavit
Registrar is not allowed to lapse a beneficiary caveat. Caveats is always an
application supported by an affidavit to the registrar.
Part E
- Principle of Survivorship.
- Sale agreement, sign transfer forms for Benson.
Part F
- Power of Attorney to the lawyer, draft the POA then notarize them,
registred at URSB (Registration of Documents Act)

Part G
- Register a trust, then receive the gift under the trustees
Incorporation Act.
- Trust Deed.
- Levis and taxes.
Part H
- Plaint, permanent injunction,
WORKSHOP ONE.
Explain the different interests in land in Uganda.
The law recognizes different types of land ownership and rights over land,
which we call "interests in land." Article 237 of the Constitution of
Uganda and Section 2 of the Land Act, Cap 236 classify land ownership
into four main tenure system.
 Customary – land is held under customary rules.
 Free hold – Registered land is held in perpetuity.
 Mailo – specific to Buganda Kingdom, where land is held in perpetuity
but subject to occupants’ rights.
 Leasehold – Land is leased for a specific period under agreed terms.
In defining what constitutes an interest in land, the House of Lords in
National Provincial Bank Ltd v. Ainsworth [1965] AC 1175, ruled that
interests in land must be proprietary in nature and capable of legal effect.
This case also reinforces the distinction between personal and proprietary
rights, which is crucial in establishing who has an enforceable interest in
land.
Under Section 59 of the Registration of Titles Act (RTA), Cap 240, a
certificate of title is conclusive proof of ownership unless challenged for
fraud.
A proprietary interest in land (such as freehold or leasehold) is enforceable,
while a personal interest (such as a mere license to occupy) is not.
Customary Tenure:
Section 4 of the Land Act Cap 236 establishes that customary land tenure
exists and is protected under the law, even without registration. This means
that a person occupying customary land has a valid land interest, whether or
not they have formal documents.
Section 27 of the Land Act Cap 236 establishes that customary
landowners can formalize their ownership by applying for a Certificate of
Customary Ownership (CCO). Therefore, once a CCO is obtained, the
landowner has the option to convert customary land into freehold tenure.
In Atunya vs. Okeny (Civil Appeal No. 0051 of 2017) [2018] UGHCLD
69 (6 December 2018), the High Court upheld the principle that customary
land can be either communal or individually owned. The case reinforces the
idea that customary tenure is recognized by law, whether or not it is
registered.
In addition, Okeny in this matter claimed private ownership of the land, but
the court found that the land was actually communal under customary
tenure. This confirms that customary land does not need registration to be
valid—what matters is whether the land is recognized under customary rules.
Bonafide & Lawful Occupant:
Section 29(1) of the Land Act, Cap 236 defines a lawful occupant as a
person who legally occupies land under one of three conditions. This
means that a lawful occupant has a legally recognized interest in
land, even if they do not own the title.
 If you or your ancestors were protected by any of these old colonial
laws, you are a lawful occupant. You cannot be evicted unless
due process is followed.
 If a landowner gave you permission to stay on their land, you are a
lawful occupant. Even if you do not have a land title, you still
have legal protection.
 If a person occupied land before someone else got a title to that land,
they remain a lawful occupant. The new title owner cannot evict
them unless they follow legal procedures.
Under Section 29(2) of the Land Act, Cap 236, a bona fide occupant is
someone who has been on land for a long period or was settled by the
Government. Unlike a lawful occupant (who entered land with
permission), a bona fide occupant may not have gotten consent from the
owner but still has legal protection.
 If someone occupied, used, or developed land for at least 12
years before 1995, they cannot be evicted easily and if the
landowner did not challenge their occupation before 1995, they gain
security of tenure.
 If people who were given land by the Government or local authorities.
In the case of Bugembe v. Eriaku & Anor (Civil Suit No. 202 of 2016)
[2018] UGHCLD 16 (27 February 2018), court reinforces that lawful
occupants have legally recognized tenancy interests, even if they do not
have a registered title, and cannot be evicted arbitrarily. Court also
reinforces that bona fide occupants, whether they got consent or not, cannot
be evicted if they have occupied land for 12+ years before 1995.
Family and Spouses Interests:
The land interests of spouses and family members in Uganda are protected.
Under section 39 of the Land Act Cap. 236 provides that family land is;
 Land where the family ordinarily resides.
  Land where the family lives and from which it derives sustenance.
 Land the family agrees shall be treated as family land.
 Land recognized as family land according to norms, customs,
traditions, or religion.
In the case of Lubega v Lubega and Anor (Civil Suit No 118 of 2010)
2021 the court ruled that the suit property was family land because it was
the matrimonial home of the spouses and their children. Even though the
husband mortgaged the property without the wife's consent, the court found
this transaction void because the land was family land under the Land Act,
Cap 236. Court confirmed that the wife and children had the right to live on
the property despite the mortgage transaction.
If a piece of land is a matrimonial home or sustains the family, it is family
land, and the spouse must give consent for any transaction involving that
land.
In Makula International Ltd v. His Eminence Cardinal Nsubuga &
Anor (1982), court established that, "A court of law cannot sanction what is
illegal. An illegality, once brought to the attention of court, overrides all
questions of pleading, including any admissions made thereon."
The Principle of Res Judicata in Land Ownership Disputes:
Once a court makes a final decision on land ownership, the same matter
cannot be re-litigated. In the case of Father Narsensio Begumisa & Ors
v. Eric Tibebaga SCCA No. 17/2002 [2004] KALR 236, the respondent
(Tibebaga) relied on a freehold title to claim ownership of land. The Supreme
Court ruled that the certificate of title did not relate to the disputed land. The
court upheld res judicata, noting that the land had already been decided in
a previous case (Civil Suit No. 99/64).
The doctrine of res judicata ensures that once land ownership is decided, it
cannot be re-litigated. This protects landowners from endless legal disputes
and enhances certainty in land transactions.
Doctrine of Adverse Possession:
Adverse possession is a legal doctrine that allows a person to acquire
ownership of land if they possess it openly, continuously, and exclusively for
a specified period, without the consent of the true owner.
 Section 5 of the Limitation Act, Cap. 290 provides that no action
shall be brought to recover land after 12 years from the date on which
the right of action accrued to the owner.
 Section 16 of the Limitation Act, Cap. 290 provides that at the
expiration of the limitation period, the title of the owner to the land is
 extinguished, and the adverse possessor effectively acquires
ownership.
In the case of Nebbi & Anor v. Manano (2016), the High Court considered
the following essential elements of adverse possession;
 Continuous Possession for 12 years or more. - Once 12 years
elapse without the true owner asserting their rights, the adverse
possessor gains ownership by operation of law.
 Open and Notorious Possession. - If the true owner knows or should
have known about the adverse possessor’s occupation and does
nothing, they lose their rights to the land.
 Exclusive Possession. - If the true owner does not exercise control
over the land for 12+ years, and another person exercises ownership
rights, the land is lost to the adverse possessor.
 Hostile Possession (Without Consent). - If a person occupies land
without the owner’s permission and the owner does not act for 12+
years, the owner loses their rights.
Nebbi & Anor v. Manano (2016) reaffirms that a person who possesses
land continuously, openly, and exclusively for 12+ years without the owner’s
consent acquires ownership through adverse possession.
The case of HAJJ ASUMAN LULE V ZAMU NALUMANSI NALONGO &
KAKEMBO NDIWALANA (1990–1991) KALR 54 is highly relevant to the
study of interests in land in Uganda. It reinforces the principle that land
ownership interests, particularly freehold and mailo, are perfected
and protected through registration, as provided under the Registration
of Titles Act, Cap 240. The court held that a certificate of title is
conclusive evidence of ownership, unless it can be strictly proved that
the title was obtained by fraud or other unlawful means. This aligns directly
with Section 46 and Section 59 of the Registration of Titles Act, which confer
a paramount interest on registered proprietors. Consequently, the case
illustrates that ownership rights under Uganda’s land tenure systems are
fundamentally secured by registration.
Furthermore, the case sheds light on the transfer of land interests,
emphasizing that transfer must involve clear formalities: proper signing,
sealing, and the concise statement of consideration. This underpins
the manner in which legal interests in land are transmitted between parties
under Uganda's freehold, leasehold, and mailo systems. Additionally, the
case illustrates the important doctrine of the bona fide purchaser for
value without notice, who acquires good title even where the prior
proprietor’s registration was fraudulent, provided the purchaser acted in
good faith. This principle safeguards secondary and subordinate interests by
protecting innocent purchasers, thereby maintaining transactional
security in Uganda's land system.
Finally, the decision illustrates that fraud is a narrow exception that can
defeat even registered interests, but it must be strictly proved by the party
alleging it. This provides a critical balance between the sanctity of registered
titles and the need to uphold equity and justice where fraudulent
transactions are involved. Thus, the case not only illustrates the nature and
protection of primary land interests but also highlights key limitations where
secondary rights and equitable considerations come into play, making it
foundational to any comprehensive understanding of land law in Uganda.
The case of LIVINGSTONE MPIIMA V ELIZABETH NANTEZA (2003) KALR
337, establishes that when a buyer enters into an agreement to acquire land
(e.g., through a lease, sublease, or sale), but before the land is formally
transferred and registered, the buyer only acquires an in personam
equitable interest — meaning a personal right enforceable against
the seller, not a full property right against the whole world. Legal
ownership — an in rem interest — only arises after formal transfer and
registration, in accordance with the Registration of Titles Act, Cap 240.
This principle is central to understanding Uganda’s registration-based land
system, where legal title must be registered to be fully recognized and
protected under law.
Second, the case reinforces that registration is essential for creating
full ownership interests such as freehold, leasehold, or mailo tenure.
Without registration, a buyer or transferee cannot assert full property rights.
This complements our earlier discussions on how freehold, leasehold,
customary, and mailo interests are perfected by proper registration
under Uganda's statutory land laws (Land Act Cap 227 and Registration of
Titles Act Cap 240).
Third, the case highlights that equitable interests offer only limited
remedies. A person who holds merely an equitable interest cannot claim
full value of the land if things go wrong. Instead, they can only claim
special damages, such as compensation for any improvements made on
the land (e.g., buildings or developments). This is important when
understanding subordinate interests like licenses and kibanja holdings —
where protection is more limited than for registered owners.
Finally, the case also touches upon the impact of statutory changes on
land rights — showing that the coming into force of the 1998 Land Act
changed the character of the defendant's land from leasehold to mailo.
Thus, the legal nature of interests in land can change by law, affecting
what agreements can be enforced. It demonstrates that the types of land
tenure (customary, freehold, leasehold, mailo) are not just private
arrangements but are deeply influenced by Uganda’s legal framework.
The decision in ENID TUMWEBAZE V MPWEIRE STEPHEN (HCT-05-CV-
CA-0039-2010) is highly significant for understanding the protection of
family land, limitations on the rights of registered owners, and the
effect of illegal transactions under Uganda’s land law framework.
First, the case clarifies that although registration under the Registration of
Titles Act, Cap 240 confers strong rights of ownership (such as freehold,
leasehold, mailo interests), these rights are not absolute when statutory
protections, like spousal consent requirements under Section 39 of
the Land Act Cap 227, are ignored. In this case, the landowner (Senkima
John Bosco) mortgaged family land without the consent of his spouse,
the appellant (Enid Tumwebaze), in violation of Section 39(1)(c)(i). As a
result, the transaction — and the subsequent sale of the land — were held to
be void ab initio (illegal from the start).
This principle ties directly to our discussion that interests in land (freehold,
leasehold, mailo, customary) are recognized and protected only if dealings
comply with statutory requirements. Where consent obligations are
violated, even a registered owner’s dealings can be set aside for illegality —
showing that ownership is subject to statutory and equitable
limitations.
Second, the case demonstrates that family land has special protection
under the Land Act. It cannot be sold, mortgaged, or otherwise transferred
without obtaining prior written consent from the spouse (or in some
cases, dependent children or committees). Thus, family land interests
represent a protected sub-category within Uganda’s general land tenure
framework, limiting the scope of what a registered owner can do with land
classified as family land.
Third, the case connects with the doctrine of illegality in land
transactions. As reaffirmed in this judgment (and based on Makula
International Ltd v His Eminence Cardinal Nsubuga), a court cannot
enforce or allow any illegal transaction, even if execution of the sale
was completed. If an initial dealing with land was illegal (e.g., mortgage
without consent), the entire transaction — including sales to third
parties — is void. This supports our broader discussion that fraud and
illegality are exceptions that can defeat even registered or secondary
interests.
Finally, the case critiques the idea that once a property is sold to a bona fide
purchaser, everything is "cleaned." The court emphasized that even sales
to supposed bona fide purchasers cannot save a transaction that
was fundamentally illegal from the beginning — strengthening the
understanding that good faith alone does not validate illegal land
transactions where protected family rights are violated.
Illustrate the the required due diligence one undertakes to establish
a viable land transaction.
Justice G.M. Okello stated in the case of Sir John Bageire v Ausi
Matovu 1998 UGCA 27 (29 October 1998), that it must be noted that
lands are not vegetables which are bought from unknown sellers. Lands are
very valuable properties and buyers are expected to make thorough
investigations, not only of the land but also of the seller before purchase.
In Uganda Posts &. Telecommunications vs. Abraham Kitumba, SCCA
No. 36 of 1995, the Supreme Court judgment (Karokora JSC) stated, these
were the main legal principles stated clearly and directly;
1. A Purchaser Must Inquire from Persons in Possession
"If a vendor is not in possession of the land he is selling, the purchaser must
make inquiries of the person in possession, and otherwise the property
purchased will be subject to that person's right." (Citing Taylor v Stibbert
(1803))
Meaning:
If you see someone occupying land, you must investigate — or you buy
subject to their rights.
2. Occupation Constitutes Constructive Notice to a Purchaser
"The occupation of land by someone else constitutes constructive notice to a
purchaser of the rights of the occupier." (Citing Hodgon v Marks (1970))
Meaning:
Even if rights are not written on the title, seeing someone living or using the
land legally warns you — you cannot later claim ignorance.
3. Gross Negligence Defeats Bona Fide Purchaser Status
"If a purchaser sees occupation (like an Earth Satellite Station) but fails to
inquire about it, that amounts to gross negligence, and the purchaser must
suffer the consequences."
Meaning:
Failing to inquire is not a small mistake — it's gross negligence, and you lose
protection as an innocent buyer.
 4. Bona Fide Purchaser Must Prove Full Due Diligence
"Where there is a tenant in possession, the purchaser is bound by all the
equities the tenant could enforce against the vendor."
(Citing Barnhart v Greenshields (1853))
Meaning:
You must investigate possession carefully before purchase to enjoy bona fide
protection.
5. Paramount Interests Bind Registered Title Despite Registration
"Although registration gives a title, under Section 61 of the Registration of
Titles Act, land is still subject to rights of persons in adverse possession."
Meaning:
Even a registered owner holds title subject to some overriding interests —
especially rights of persons in physical occupation.
6. Equitable Estoppel Arises from Knowledge of Occupation
"The respondent was estopped from claiming against the appellant because
he acquired the land knowing of the appellant’s occupation."
Meaning:
If you knowingly buy land with existing occupiers, you are estopped (legally
blocked) from ignoring their rights later.
In Hajji Abdu Nassur Katende v Vithalidas Haridas & Co Ltd, the Court
emphasized that registration under the Registration of Titles Act, Cap. 240,
confers a strong root of title, but it does not protect a proprietor who
acquired the title through fraud or where overriding interests exist.
The Court reaffirmed that allegations of fraud must be specifically pleaded
and strictly proved, the standard being heavier than the ordinary balance of
probabilities but lower than beyond reasonable doubt, following the
approach in David Sejjaka Nalima v Rebecca Musoke.
The Court held that visible occupation by third parties constitutes
constructive notice to a purchaser, thereby imposing a duty to investigate
the nature of the occupiers' rights. Failure to inquire amounts to gross
negligence, consistent with Sir John Bageire v Ausi Matovu and Uganda Posts
& Telecommunications v Abraham Kitimba.
It was held that to qualify as a bona fide purchaser for value without notice,
one must show that the purchase was made for valuable consideration, in
good faith, without notice of fraud, and after exercising due diligence.
The Court restated that fraud at the root of title invalidates all subsequent
transactions, irrespective of whether the later purchasers were innocent,
thus reaffirming the maxim nemo dat quod non habet.
The Court observed that under the Expropriated Properties Act, Cap. 68, any
dealings in expropriated property without ministerial authorization are null
and void, notwithstanding registration.
The Court clarified that negligence or failure by a purchaser’s lawyer or
agent to conduct due inquiries is imputable to the purchaser, who cannot
escape liability by claiming ignorance.
The Court maintained that transactions affecting land are unenforceable and
void if the requisite stamp duty is not duly paid under the Stamp Duty Act,
Cap. 339.
Finally, the Court reaffirmed that in land transactions, the doctrine of caveat
emptor ("buyer beware") applies strictly. A purchaser must exercise due
diligence and cannot later seek protection for defects discoverable through
reasonable inquiries.
DUE DILIGENCE STEPS IN LAND TRANSACTIONS IN UGANDA.
1. Physical Inspection of the Land.
Action:
 Visit the land personally or send an agent.
 Confirm existence, location, physical occupation (structures, gardens,
people).
 Engage LC1 and neighbours to uncover disputes, claims, overlapping
boundaries.
Legal Authority:
 Registration of Titles Act, Cap 230, Section 64:
"The registration of a proprietor shall not prejudice the rights of persons in
actual occupation."
 Uganda Posts & Telecommunications v Abraham Kitimba
(Supreme Court, 1997):
"A purchaser must make inquiries from persons in possession; failure
amounts to gross negligence."
 Sir John Bageire v Ausi Matovu (CACA No. 7/1996):
"A prudent purchaser must physically inspect land before purchasing."
Practical Reason:
Occupation serves as constructive notice; you are legally deemed to know
of any claims from persons visibly occupying.

2. Conducting an Official Title Search at the Ministry of Lands

Action:
 Conduct a search at the relevant Ministry Zonal Office (MZO).
 Obtain:
o Owner’s details,
o Tenure type (freehold, leasehold, mailo),
o Encumbrances (mortgages, leases, caveats).
Legal Authority:
 Registration of Titles Act, Section 59:
"Certificate of title shall be conclusive evidence of ownership, subject to
fraud and overriding interests."
 Sir John Bageire v Ausi Matovu:
"Merely seeing a title is not enough; prudent investigation is required."
✅ Practical Reason:
Title search ensures the seller truly owns the land and reveals hidden risks
like mortgages or caveats.

3. Understanding the Land Tenure System

Action:
 Confirm the tenure system:
o Freehold: Full permanent ownership,
o Leasehold: Limited period; check lease terms,
 o Mailo: Subject to rights of lawful and bona fide occupants,
o Customary: Local rules and systems apply.
Legal Authority:
 Land Act, Cap 227, Sections 2–6:
Defines and governs the four types of tenure.
 Land Act, Section 29(2):
Protects lawful and bona fide occupants under mailo land.
Practical Reason:
Mailo land often has Kibanja holders (occupants) — buyer must investigate
and deal with occupants lawfully.

4. Consulting Local Council Authorities (LC1)

Action:
 Obtain a recommendation letter or statement from the LC1
Chairman and neighbours.
 Confirm seller’s possession history, boundary disputes, previous
transactions.
Legal Authority:
 Local Governments Act, Cap 243, Section 26(3):
LC1s help with verification of possession and resolving local land disputes.
Practical Reason:
LC1 letters are not legally transferring ownership but are important
evidence of possession and land history.

5. Boundary Opening and Surveying

Action:
 Hire a licensed surveyor to:
o Open boundaries,
o Mark plot lines,
 o Confirm land size matches title.
Legal Authority:
 Land Act, Section 85:
Allows for demarcation, redefinition, and opening of boundaries by licensed
surveyors.
Practical Reason:
Avoids buying land that overlaps neighbours’ land, public land, wetlands, or
roads.

6. Assessing the Seller’s Legal Capacity to Sell

Action:
 Confirm that:
o The seller is the registered proprietor,
o Or legally authorized via a power of attorney, grant of letters
of administration (for estates), or company board resolution
(for corporations).
Legal Authority:
 Succession Act, Cap 162:
Only administrators or executors of deceased persons can lawfully deal with
estate land.
 Companies Act, 2012:
Corporate land must be transferred via authorized board resolutions.
Practical Reason:
Unauthorized transactions are void; buyer risks losing the land if seller lacks
legal authority.

7. Checking for Spousal Consent (If Family Land)

Action:
 Ask the seller if the land is family land under the Land Act.
 If so, get written consent of the spouse before transaction.
Legal Authority:
 Land Act, Cap 227, Section 39(1):
"No person shall sell, transfer, mortgage, or lease family land without prior
written consent of the spouse."
 Enid Tumwebaze v Mpweire Stephen (HCCS No. 39/2010):
A transaction without spousal consent is void.
Practical Reason:
Without spousal consent, the sale can be canceled even years later.

8. Reviewing for Pending Litigation, Court Orders, or Encumbrances

Action:
 Confirm from court registries or ask at the Ministry whether:
o The land is under a court case,
o There are injunctions or attachments.
Legal Authority:
 Civil Procedure Rules, SI 71-1, Order 22 Rule 55 (Attachment of
Property):
Lands attached in execution of decrees cannot be transferred.
 Registration of Titles Act, Cap 230, Section 139:
Caveats and restrictions on title must be respected.
Practical Reason:
Buying land under litigation risks losing it after court rulings.

9. Checking Land Dues and Taxes

Action:
 Confirm payment of:
o Ground rent (for leasehold land),
o Property rates (municipal taxes),
o Stamp duty (on transfer).
Legal Authority:
 Land Act, Section 31(1):
Non-payment of ground rent can lead to forfeiture of leasehold land.
 Stamps Act, Cap 342:
Stamp duty is payable on land transactions.
Practical Reason:
Unpaid dues can result in forfeiture, penalties, or loss of land.

10. Drafting and Executing the Sale Agreement

Action:
 Draft a comprehensive sale agreement stating:
o Parties,
o Description of land,
o Purchase price,
o Payment terms,
o Representations and warranties,
o Dispute resolution mechanisms.
Legal Authority:
 Contracts Act, 2010:
Governs formation, validity, and enforceability of contracts.
Practical Reason:
Without a clear agreement, disputes can arise on terms, price, or obligations.

11. Transfer and Registration

Action:
 Prepare and submit:
o Transfer forms (Form 1),
o Consent forms (if required),
 o Payment receipts (stamp duty, registration fees),
o Register at the Ministry Zonal Office.
Legal Authority:
 Registration of Titles Act, Sections 54–56:
Prescribes how to effect transfer and register new owners.
Practical Reason:
Only registration makes ownership legally complete under Uganda's Torrens
system.

Draft various documents one needs when establishing the viability

of a possible land transaction.

Recognize and deal with ethical issues relating to the requisite

steps/inquiries one undertakes to establish the viability of a
possible land transaction.
Ethical Issues in Land Transactions
A. Due Diligence and Professional Responsibility
 Legal Basis:
o Regulation 12 of the Advocates (Professional Conduct)
Regulations requires advocates to advice clients diligently.
o Regulation 2(2) mandates advocates to exercise due diligence
when handling client matters.
 Application:
o Before advising Goodluck Owemigisa on selling his land, PNA
Associates must conduct thorough due diligence to confirm:
 Ownership records and land titles.
 Encumbrances such as mortgages, caveats, or adverse
claims.
 Any disputes, especially concerning Brian Musoke’s
adverse possession claim.
  Case Law: Chemonges Khamis & Chelogoi Musubo v Kapchorwa
Referral Hospital
o The court rejected an amendment to pleadings because counsel
had sued a non-existent party without due diligence.
o Lesson: Advocates must confirm the legality and validity of
all claims before proceeding.
B. Conflict of Interest
 Legal Basis:
o Regulation 9 of the Advocates (Professional Conduct)
Regulations prohibits acting in a conflict of interest
situation.
o Regulation 4 prevents advocates from prejudicing former
clients.
 Application:
o If PNA Associates has previously represented Brian Musoke or
any adverse claimants, they cannot represent Goodluck
Owemigisa without disclosing the conflict and obtaining consent.
 Case Law: Uganda v Patricia Ojangole (Criminal Case 1 of 2014)
o The court defined conflict of interest as a real or seeming
incompatibility between private interests and
professional duties.
o Lesson: Advocates must avoid dual representation where
their impartiality may be questioned.
C. Confidentiality of Client Information
 Legal Basis:
o Regulation 7 prohibits advocates from disclosing confidential
client information except when required by law.
 Application:
o PNA Associates cannot disclose Goodluck’s financial status,
plans, or property details without his express consent.
o This applies to negotiations with buyers and government
authorities.
  Case Law: Larb (U) Ltd & Others v Greenland Bank (Liquidation) &
Anor
o The court reaffirmed that client confidentiality is sacrosanct
and can only be breached under legal exceptions.
o Lesson: Legal practitioners must safeguard sensitive client
information.
Also see the case of King Woolen Mills Ltd Vs. Kaplan &Station
Advocates (1990-94) I EA 244 where the learned judge stated that the
knowledge acquired by the advocate while acting for the client should be
treated as confidential and should not be disclosed to anyone else without
that client’s consent and court further affirmed that the fiduciary relationship
still exists even after the termination of the advocate-client relationship.
D. Handling of Client Funds Transparently
 Legal Basis:
o Regulation 8 requires advocates to properly account for client
funds.
 Application:
o If PNA Associates is handling payments from potential buyers,
they must:
 Deposit funds in a client trust account.
 Provide a transparent record of all financial
transactions.
 Case Law: Stephano Ddungu v Sulaiman Musoke
o A lawyer misappropriated client compensation funds, leading
to suspension.
o Lesson: Advocates must separate client funds from personal
or office funds.
E. Proper Withdrawal from Representation
 Legal Basis:
o Regulation 3 requires an advocate to give notice before
withdrawing from a case.
 Application:
 o If PNA Associates chooses to withdraw from Goodluck’s matter
(e.g., due to a conflict of interest), they must:
 Notify the client and other parties.
 Ensure a smooth transition to new legal representation.
 Case Law: Machira & Co. Advocates v Arthur K. Magugu & another
[2019] eKLR.
o The advocate abruptly withdrew from a case, prejudicing the
client’s interests.
o Lesson: Advocates must ensure orderly and ethical
withdrawal.

Explain principles relating to acquisition of interests in land.

1. Land Ownership and Tenure Systems
a) Constitutional and Statutory Basis
 Article 237 of the Constitution of Uganda (1995) vests land
ownership in the citizens of Uganda.
 Section 2 of the Land Act (Cap 236) defines the four land tenure
systems in Uganda:
1. Customary tenure – Land is held under customary rules and
may be converted to freehold under Section 10 of the Land
Regulations (2004).
2. Freehold tenure – Grants perpetual ownership subject to
statutory regulations.
3. Leasehold tenure – Grants temporary ownership for a fixed
period.
4. Mailo tenure – Unique to Uganda, similar to freehold but allows
for lawful occupants’ rights.
 The Trustees Act (Cap 270), Section 3, allows trustees to invest in
land under freehold, mailo, or leasehold tenure.
 The Uganda Citizenship and Immigration Control Act (Cap 313),
Section 40, restricts land ownership by non-citizens, allowing them to
hold land only under leasehold tenure.
2. Principles of Land Registration
Land registration ensures legal recognition and protection of ownership.
a) Certificate of Title as Conclusive Evidence of Ownership
 Section 59 of the Registration of Titles Act (Cap 240) provides
that a certificate of title is conclusive proof of ownership, except
in cases of fraud.
 Regulation 56 of the Land Regulations (2004) states that
registration does not cure defects in ownership.
b) Caveats to Protect Interests in Land
 Section 139 of the Registration of Titles Act (Cap 240) allows
any person with an interest in land to lodge a caveat to prevent
fraudulent transactions.
 Regulation 58 - 61 of the Land Regulations (2004) provides for
the lodging, rejection, and removal of caveats.
c) Registration of Transactions
 Section 42 of the Land Regulations (2004) requires that all
transactions involving registered land must be recorded in the
registry.
 The Registration of Documents Act (Cap 291), Section 5,
mandates the registration of documents to be enforceable.
d) Role of Surveying in Land Registration
 The Survey Act (Cap 241), Section 2, mandates that all land
surveys be conducted under the authority of the Commissioner for
Surveys and Mapping.
 Section 26 of the Land Regulations (2004) requires survey notices
to be issued before demarcation.
3. Acquisition of Interests in Land
Land in Uganda can be acquired through different legal mechanisms.
a) Purchase and Sale Agreements
 Governed by the Contracts Act (Cap 284), which mandates that all
land sale agreements be in writing and signed.
 Section 5 of the Stamp Duty Act (Cap 339) requires all land sale
agreements to be stamped for legal validity.
b) Inheritance and Succession
  The Succession Act (Cap 268) governs the transfer of land upon
death.
 Section 2 of the Trustees Incorporation Act (Cap 271) allows
trustees to hold and manage land for religious or charitable
organizations.
c) Leasehold and Government Allocations
 Section 16 of the Land Regulations (2004) outlines the process of
applying for leasehold land.
 Section 41 of the Land Act (Cap 236) requires non-citizens to
obtain land only through leasehold tenure.
 The Landlord and Tenant Act (2022), Section 31, regulates
subleasing of premises.
d) Government Compulsory Acquisition
 Article 26 of the Constitution provides that land can only be
acquired for public use with fair and adequate compensation.
 Section 43 of the Land Act (Cap 236) provides that the
government must compensate affected landowners promptly.
4. Environmental Considerations in Land Acquisition
 The National Environment Act (Cap 181), Section 110, mandates
an Environmental and Social Impact Assessment (ESIA) before
acquiring land for large-scale projects.
 Section 52 restricts the use of natural lakes and rivers for private
development.
 Section 56 requires reforestation and afforestation of hilly and
mountainous areas to prevent degradation.
5. Financial and Taxation Aspects
a) Stamp Duty on Land Transactions
 The Stamp Duty Act (Cap 339), Section 3, requires payment of
stamp duty for land transfers.
 Section 5 states that unstamped documents cannot be used as
evidence in court.
b) Rent and Security of Tenure
  The Landlord and Tenant Act (2022), Section 14, provides that
landlords must issue receipts for rent payments.
 Section 43 mandates that tenants vacate the premises legally
upon termination of tenancy.
6. Fraud Prevention and Protection Against Illegal Transactions
a) Prevention of Fraudulent Transfers
 Section 176 of the Registration of Titles Act (Cap 240)
criminalizes forgery of title deeds and fraudulent land
transactions.
 Section 60 of the Land Regulations (2004) outlines the effect
and removal of fraudulent caveats.
b) Ethical Obligations in Land Transactions
 The Advocates Act (Cap 295) and the Advocates (Professional
Conduct) Regulations (S.I. 267-2) require lawyers handling land
transactions to act in good faith and disclose conflicts of
interest.
 Section 28 of the Regulations prohibits lawyers from charging
excessive fees in land transactions.

Structure transactions relating to acquisition and protection of

interests in land.
1. Preliminary Steps – Due Diligence and Verification
Before engaging in a land transaction, due diligence must be conducted to
ensure legality, avoid fraud, and confirm compliance with environmental and
planning laws.
a) Land Search and Title Verification
 Conduct a land search at the Ministry of Lands, Housing and
Urban Development to verify ownership.
 Section 59 of the Registration of Titles Act (Cap 240) provides
that a certificate of title is conclusive proof of ownership, except in
cases of fraud.
 Section 42 of the Land Regulations (2004) mandates that all
transactions on registered land be recorded.
b) Physical Inspection and Survey
 The Survey Act (Cap 241), Section 2, mandates that all land
surveys must be conducted under the authority of the
Commissioner for Surveys and Mapping.
 The buyer should confirm land boundaries to avoid disputes.
 If necessary, apply for a re-survey under Section 26 of the Land
Regulations (2004).
c) Checking for Encumbrances
 A search at the Land Registry will reveal any mortgages, caveats,
or claims on the land.
 Section 139 of the Registration of Titles Act (Cap 240) allows an
interested party to lodge a caveat preventing unauthorized dealings.
 Ensure there are no environmental restrictions under the National
Environment Act (Cap 181), Section 52.
2. Agreement and Formalization of Transactions
Once due diligence is completed, the parties enter into a formal
agreement, detailing rights, obligations, and conditions of transfer.
a) Sale Agreement
 Governed by the Contracts Act (Cap 284), Section 10, which
requires that land transactions be in writing, signed, and
witnessed.
 The sale agreement must include:
o Details of buyer and seller
o Land description (block, plot, tenure)
o Purchase price and payment terms
o Obligations of parties
o Dispute resolution mechanism
b) Spousal and Family Consent (For Family Land)
 Section 40 of the Land Act (Cap 236) requires spousal consent
for transactions involving family land.
 Failure to obtain consent may render the sale null and void.
c) Approval for Leasehold Transactions
 If land is held under leasehold, approval from the District Land Board
(DLB) or Uganda Land Commission (ULC) is required before
transfer.
 Section 41 of the Land Act states that non-citizens can only
acquire leasehold tenure.
d) Payment of Stamp Duty
 The Stamp Duty Act (Cap 339), Section 5, requires payment of
stamp duty on all land transactions.
 Unstamped land transfer documents cannot be enforced in
court.
3. Transfer and Registration of Interests in Land
The legal process of transferring and registering ownership varies depending
on tenure type.
a) Freehold and Mailo Land Transfers
1. Execution of Transfer Forms (under Section 92 of the
Registration of Titles Act (Cap 240)).
2. Payment of Stamp Duty at the Uganda Revenue Authority (URA).
3. Lodging of Transfer Documents with the Land Registry, including:
o Transfer form (Form 1 of the Land Regulations 2004)
o Original Certificate of Title
o Consent letters where applicable
o Proof of payment of fees
4. The Registrar of Titles endorses the new owner on the Certificate
of Title.
b) Customary Land Transactions
 Section 10 of the Land Regulations (2004) provides for
conversion of customary land to freehold.
 Customary transactions require:
o Approval from the area land committee
o Witnessing by community elders
 o Issuance of a Certificate of Customary Ownership (CCO)
c) Leasehold Acquisition and Registration
 Section 16 of the Land Regulations (2004) requires a formal
application for leasehold grants.
 A lease agreement must be signed, and the lease registered at the
Land Registry.
d) Succession and Inheritance Transfers
 Governed by the Succession Act (Cap 268).
 If the deceased had a valid will, letters of administration or a
probate must be obtained to effect transfer.
 Section 3 of the Trustees Act (Cap 270) allows trustees to hold
land on behalf of beneficiaries.
4. Protection of Interests in Land
After acquiring land, legal mechanisms should be in place to protect
ownership rights.
a) Lodging a Caveat
 Section 139 of the Registration of Titles Act (Cap 240) allows an
individual with an interest in land to lodge a caveat.
 Section 58 of the Land Regulations (2004) outlines the
procedure for lodging and removing caveats.
b) Preventing Fraudulent Transactions
 Section 176 of the Registration of Titles Act (Cap 240)
criminalizes fraudulent land transactions.
 Section 60 of the Land Regulations (2004) allows the Registrar
of Titles to cancel fraudulent entries.
c) Environmental Compliance
 Under the National Environment Act (Cap 181), Section 110, an
Environmental Impact Assessment (EIA) is required before
undertaking large developments on land.
 Section 56 mandates that wetlands, forests, and natural
reserves cannot be acquired for private ownership.
d) Protection of Tenants' Rights
  The Landlord and Tenant Act (2022), Section 14, provides that
tenants must be issued receipts for rent payments.
 Section 43 mandates that tenants must vacate legally upon
termination.
5. Dispute Resolution and Legal Remedies
In case of disputes over land transactions, parties can seek legal
redress through the following mechanisms:
a) Mediation and Arbitration
 Section 85 of the Land Regulations (2004) allows for mediation
in land disputes.
 Arbitration can be included in land sale agreements to provide for
alternative dispute resolution (ADR).
b) Land Tribunals and Court Litigation
 Under Section 74 of the Land Act (Cap 236), District Land
Tribunals handle land-related disputes.
 If disputes cannot be settled through mediation, parties can file cases
in civil courts.
6. Ethical and Professional Conduct in Land Transactions
 The Advocates (Professional Conduct) Regulations (S.I. 267-2)
require lawyers involved in land transactions to:
o Ensure transparency and due diligence
o Avoid conflicts of interest
o Disclose all material facts to clients

Draft various documents for acquisition and protection of interests

in land.

Recognize and deal with ethical issues relating to acquisition and

protection of interests in land.
1. Key Ethical Issues in Land Transactions
Ethical challenges in land transactions arise in various aspects, including
fraud, conflicts of interest, breaches of confidentiality, improper
client handling, and excessive legal fees. The Advocates
(Professional Conduct) Regulations, issued under the Advocates Act
(Cap 295), set out rules to govern advocates' conduct in land
transactions.
2. Ethical Standards for Advocates in Land Transactions
The Advocates (Professional Conduct) Regulations outline specific
ethical obligations:
a) Regulation 6: Advocate to be Personally Responsible for Client’s
Work
 Requirement: An advocate must personally supervise or arrange
supervision for all work done for a client.
 Application in Land Transactions:
o Advocates must ensure proper due diligence in verifying
land titles.
o Advocates must not delegate critical legal work to clerks
without proper supervision.
 Case Law:
o In Stanbic Bank Uganda Ltd v. Uganda Crocs Ltd (SCCA No. 4 of
2000), failure to conduct due diligence led to the invalidity of a
land mortgage. The court ruled that an advocate must take
personal responsibility for verifying land ownership before
executing transactions.
b) Regulation 7: Non-Disclosure of Client’s Information
 Requirement: Advocates must not disclose or divulge any
information acquired during client representation, except when
required by law.
 Application in Land Transactions:
o Advocates must keep land transactions confidential,
especially where disputes exist.
o Disclosure of client property details to third parties without
consent is unethical.
 Case Law:
o In Dr. Ezra Lwanga v. Bank of Uganda (SCCA No. 3 of 2012), the
Supreme Court held that an advocate breached professional
 conduct by disclosing a client’s property valuation to a
competing bidder.
c) Regulation 11: Advocate Not to Exploit Client’s Shortcomings
 Requirement: An advocate must not take advantage of a client’s
lack of knowledge in legal matters.
 Application in Land Transactions:
o Advocates must not overcharge or mislead clients on
transaction fees.
o Lawyers must explain legal terms to clients, especially those
acquiring land for the first time.
 Case Law:
o In Mugerwa & Associates v. Namazzi (Civil Suit No. 45 of 2017),
an advocate overcharged a client in a land purchase
transaction, prompting disciplinary action. The court ruled that
an advocate must act in good faith when advising clients.
d) Regulation 12: Advocate to Advise Clients Diligently
 Requirement: Advocates must provide honest, comprehensive,
and professional advice to clients.
 Application in Land Transactions:
o An advocate must inform clients of all legal implications
before buying or selling land.
o Any conflict of interest must be disclosed before taking
instructions.
 Case Law:
o In Attorney General v. David Tinyefuza (Constitutional Petition
No. 1 of 1997), the Supreme Court held that legal practitioners
must act with the highest level of diligence when
handling client matters.