When someone breaches a contract, the other party usually wants compensation. In East Africa, claimants commonly seek both “special damages” (specific losses provable with receipts and figures) and “general damages” (a broader award for harm that is harder to pin down). But can you claim general damages for breach of contract? This article discusses the legal position in Kenya and Uganda.
What do the Kenyan courts say?
Kenyan courts start from the position that most losses arising from a breach of contract can be calculated. If a figure can be worked out, the claimant must prove it with evidence. You cannot simply ask for a round sum and call it “general damages.”
The courts also accept that not every loss can be calculated precisely. Sometimes the harm is real but impossible to quantify. In those cases, the courts allow general damages. The key question is always the same: can this loss be given a number?
An important rule is that if you have already been made whole, for example, if your money was refunded, you cannot claim general damages on top. That would amount to double compensation.
What do the Ugandan courts say?
Ugandan courts approach the question from the opposite direction but reach the same result. If a loss cannot be calculated precisely, the court will use its judgment to award a fair sum. Ugandan courts have awarded general damages for disruption to a building project (SBI International v COF International), loss of a leased coffee factory (Mutekanga v Equator Growers), breach of a family property arrangement (Betty Kizito v David Kizito Kanonya), and cancellation of a job offer before work started (Surgipharm Uganda v Anatoli Batabane).
Ugandan courts will, however, refuse to award general damages when the loss is purely financial and can be calculated. In Finicon v Patrick Bitature, the Commercial Court rejected a claim for general damages where the only complaint was that a debt had not been paid. Interest on the debt was sufficient; awarding general damages on top would constitute double compensation.
A separate issue is punitive damages, compensation meant to punish the wrongdoer rather than simply compensate the victim. In Esso Standard v Semu Amanu Opio, Justice Platt of the Supreme Court described awarding punitive damages for breach of contract as “entry into the country where angels fear to tread.” The message is clear: courts should compensate, not punish. Punitive damages are not available for breach of contract alone.
When can you claim general damages?
Both Kenya and Uganda recognise that some losses simply cannot be calculated. When this happens, the loss is said to be “at large,” and the court uses its best judgment to award a fair sum.
Courts generally accept the following types of loss as being at large:
- Inconvenience and disruption: If a breach causes genuine inconvenience that cannot be precisely calculated, for example, the chaos of dealing with a failed subcontractor on a building site, the court may award general damages.
- Loss of non-financial benefits: Some contracts provide non-monetary benefits, such as enjoyment of property, peace of mind, or family arrangements. When these benefits are lost, the harm is real but difficult to quantify.
- Cancellation before work begins: If a contract is cancelled before performance starts, for example, a job offer is withdrawn before the employee’s first day, the loss may be at large because there is no actual work against which to measure the harm.
- Reputational harm from dishonoured cheques: If a bank wrongly bounces a cheque or makes an unauthorised debit, the damage to your credit and reputation may be at large. However, if your only complaint is that a debtor failed to pay, interest on the debt is usually sufficient; general damages are not appropriate.
The gap between law and practice
In theory, Kenya and Uganda follow the same rule. In practice, Ugandan courts often award general damages without asking whether the loss could have been calculated. In Mamba Point v Domus Aurea and Kookee Enterprises v Ashland Motors Africa, the courts awarded general damages for breach of contract without determining whether the losses were genuinely unquantifiable or simply unproved.
Finicon shows what proper analysis looks like: the judge asked whether the loss could be quantified and concluded that general damages would amount to double payment. This can be contrasted with Uganda Development Bank v AfroKai, where the Court of Appeal reduced an award from UGX 150 million to UGX 50 million for “inconvenience” but never questioned whether that inconvenience was genuinely unquantifiable. Until courts consistently ask the threshold question, can this loss be given a number, the gap between law and practice will persist.
The bottom line
General damages for breach of contract are only available when the loss genuinely cannot be calculated. If you can put a number on your loss, you must prove it with evidence. You cannot dress it up as “general damages” to avoid that burden.
Kenya and Uganda phrase the rule differently. Kenya says general damages are “not” available because contract losses are “usually” quantifiable. Uganda says general damages “are” available when losses cannot be calculated. The substance is the same. Before claiming general damages, ask yourself: can this loss be calculated? If yes, prove it. If not, explain why.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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