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Case of Fabrication Systems Uganda Limited v Zeus Agro Limited

When a contractor undertakes both the design and construction of a project, its responsibilities can extend far beyond simply putting materials together on site.

But where exactly does that liability begin? And where does it end?

The decision in Fabrication Systems Uganda Limited v Zeus Agro Limited, Civil Suit No. 115 of 2022 [2025] UGCommC 316, provides a useful illustration of how these questions can arise in practice.

The dispute concerned a contract under which Fabrication Systems Uganda Limited was engaged to construct six prefabricated structures for Zeus Agro Limited at Bunambutye, Bulambuli District. The contract was valued at US$118,000, of which US$93,000 had been paid. The contractor subsequently pursued the outstanding US$25,000.

Zeus Agro, however, disputed the contractor’s entitlement to the balance and raised a counterclaim relating to alleged defects and incomplete works.

What followed was not merely a dispute over an unpaid balance. The case required the Court to consider questions of design responsibility, workmanship, defects, completion, taking over, expert evidence and the conduct of the employer and contractor.

Where Design-and-Build Liability Begins

One of the most important features of a design-and-build contract is that the contractor may assume responsibility for both sides of the equation: design and construction.

This means that the contractor’s obligations may not end with constructing the works.

Where the contractor has undertaken the design, the adequacy of that design may itself become part of the contractor’s contractual responsibility.

In Fabrication Systems Uganda Limited v Zeus Agro Limited, the Court considered issues relating to the design and structural adequacy of the prefabricated structures, including environmental considerations such as wind loads.

The lesson for contractors is straightforward: accepting design responsibility means accepting responsibility for the consequences of that design, subject to the precise terms of the contract.

A contractor should therefore be particularly careful when entering into a design-and-build arrangement. The contract should clearly establish:

• who is responsible for the design;
• the design standards to be applied;
• who approves the design;
• whether employer approval transfers or limits responsibility;
• responsibility for site conditions and information supplied by the employer; and
• the extent of the contractor’s fitness-for-purpose obligations.

Employer Approval Does Not Necessarily End the Inquiry

Design-and-build projects often involve several layers of review and approval.

Drawings may be submitted by the contractor, reviewed by consultants, approved by the employer and then implemented on site.

But approval does not necessarily answer the question of contractual responsibility.

The critical question remains: what did the contractor undertake under the contract?

If the contractor expressly assumed responsibility for design, an argument that the employer or consultant saw and approved the drawings may not, by itself, eliminate the contractor’s contractual obligations.

This is why the wording of the contract matters so much.

Construction Defects and Design Defects Are Not the Same Thing

A construction project can fail because something was designed incorrectly, because something was constructed incorrectly, or because the materials or workmanship did not meet the required standard.

These distinctions matter when determining liability.

A contractor responsible for design and construction may potentially find itself responsible for both categories.

For claims professionals, this makes the investigation of a defect particularly important.

It is not enough to identify a crack, failed connection, leaking roof or damaged structure. The investigation should establish what caused the defect and whether that cause falls within the contractor’s contractual responsibility.

That requires the claim to move from allegation to evidence.

Taking Over Can Become a Significant Issue

Another important aspect of the case was the conduct of the employer in taking possession of and using the structures before all aspects of the works had been formally completed.

Construction contracts usually establish procedures for completion and taking over. But in practice, parties do not always follow those procedures perfectly.

An employer may begin occupying or using a building while minor works remain outstanding. That conduct can subsequently become relevant when determining when the works were effectively taken over.

This has potential consequences for matters such as:

completion, the defects liability period, retention, outstanding works and responsibility for subsequent defects.

The lesson is particularly important for employers: if the works are being used before formal completion, the parties should clearly document the status of the works and the basis upon which possession is being given.

Expert Evidence Can Make or Break a Defect Claim

Construction disputes are inherently technical.

Whether a structure is defective, whether a particular defect resulted from poor design or workmanship, and what it would cost to rectify the problem are matters that frequently require expert evidence.

In this case, the Court considered expert evidence in determining the issues before it.

The practical lesson is important for both sides of a construction dispute.

If a party intends to challenge an expert’s conclusions, the challenge needs to be properly supported. It may require cross-examination, a competing expert opinion, an examination of the methodology used, or evidence demonstrating that the expert’s assumptions are incorrect.

A construction claim should therefore be built on more than photographs and complaints. Technical allegations require technical evidence.

The Employer’s Conduct Also Matters

Design-and-build liability does not mean that every problem automatically becomes the contractor’s responsibility.

The conduct of the employer can also be relevant.

Where an employer interferes with the contractor’s ability to complete the works, takes possession prematurely, changes requirements or otherwise contributes to the circumstances giving rise to a dispute, those matters may affect the assessment of liability and damages.

Construction contracts are reciprocal arrangements. Both parties have obligations, and both parties’ conduct can matter when the Court determines the consequences of a breach.

The Final Account Is Not Always What It First Appears

The Court ultimately did not simply award the contractor the full US$25,000 claimed.

It considered the proven defects and remedial costs and allowed a set-off of US$20,770.46 against the outstanding contract balance.

The result was a net award of US$4,229.54 to Fabrication Systems Uganda Limited, together with interest at 6% per annum from 31 May 2019 until payment.

The outcome demonstrates an important feature of construction disputes: the final financial position between the parties may only become clear after the competing claims and counterclaims have been properly assessed.

So, Where Does Contractor Liability End?

There is no single answer.

In a design-and-build contract, the starting point is the contract itself.

The contractor’s liability will depend on what it agreed to design, what it agreed to construct, the standards it agreed to meet, the information supplied by the employer, the causes of any defects and the conduct of both parties during execution.

The Fabrication Systems Uganda Limited v Zeus Agro Limited decision therefore offers a useful reminder to contractors, employers and construction professionals:

Do not look at a defect in isolation. Look at the contract, the design, the construction, the evidence and the conduct of the parties as a whole.

For contractors undertaking design-and-build projects, the message is particularly important: design responsibility is not merely an additional service. It can fundamentally change the risk profile of the contract.

And for employers, clearly defining that responsibility at the outset may be one of the most important steps in protecting the project from future disputes.

The dispute between FBW (U) Limited and Meera Investments Limited over the proposed expansion of Kabira Country Club offers an important lesson for Uganda’s construction and consulting industry. While the case involves an architectural consultancy, its implications extend to engineers, quantity surveyors, project managers, architects and other professionals involved in major construction projects. At its heart, the dispute demonstrates that technical expertise must be supported by clear contractual obligations, properly defined deliverables, effective project administration and careful documentation.

On April 3, 2026, Uganda’s Commercial Court delivered judgment in Meera Investments Limited v FBW (U) Limited and Others, Civil Suit No. 723 of 2020. The court found FBW (U) Limited liable for breaches arising from its consultancy obligations in relation to the proposed Kabira Country Club expansion. The court awarded Meera Investments a total of US$741,250, comprising a refund of US$132,750, special damages of US$108,500 and general damages of US$500,000, together with applicable interest and costs.

The dispute arose from consultancy services connected to the planned expansion of Kabira Country Club in Kampala. FBW had been engaged to provide professional services associated with the development, including architectural and engineering-related design and coordination services. The project was expected to progress through various stages, ultimately requiring technical documentation that could be used to facilitate construction.

One of the important issues considered by the court concerned the project’s construction drawings and the format in which the information was supplied. Meera Investments argued that it required editable CAD files as part of the construction documentation, while FBW provided drawings in PDF format and did not provide the editable files. The court considered the nature of the parties’ dealings and the requirements of the project when determining what constituted the expected deliverables.

The issue is highly relevant to modern engineering and architectural practice. A consultancy agreement that simply refers to “drawings” may leave considerable room for disagreement. A client may expect editable CAD or BIM files, while a consultant may regard signed PDF drawings as sufficient. These expectations should not be left to assumption. Contracts should clearly identify the documents to be delivered, their format, level of detail and intended purpose.

The case also highlights the importance of linking consultancy fees to clearly defined project milestones. The court considered the payment arrangements between the parties and found that certain payments had been demanded before the contractual milestones associated with those payments had occurred. Meera Investments had subsequently paid US$132,750, and the court ordered the amount to be refunded.

For engineering and architectural firms, this is an important contractual lesson. A consultancy agreement should make it clear exactly when a payment becomes due. Whether the trigger is completion of preliminary design, submission of detailed designs, approval of drawings, completion of tender documentation or another milestone, the event should be objectively identifiable. Clear payment provisions reduce the possibility of disagreements developing into larger contractual disputes.

Another significant aspect of the case was the cost of engaging replacement consultants. Following the breakdown in the relationship, Meera Investments engaged other professionals to reconstruct or complete technical information associated with the project. The court awarded US$108,500 in special damages relating to these costs.

This demonstrates that a consultant’s responsibility may extend beyond simply producing documents. On a complex construction project, design information must be sufficiently complete and usable for its intended purpose. Architectural drawings have to coordinate with structural, civil, mechanical and electrical information, while specifications, schedules and other technical documents must work together as part of an integrated construction package.

The court also considered the consequences of the disruption to the project programme. The judgment found an approximately eight-month delay associated with the issues surrounding the project, and Meera Investments claimed that the delay resulted in financial losses. The court awarded US$500,000 in general damages.

For construction professionals, the significance of this finding is considerable. Design delays can have consequences far beyond the design office. A delay in issuing drawings can affect procurement, contractor mobilisation and construction activities. Those delays can subsequently affect financing arrangements, opening dates, revenue and other commercial commitments. This is why design programmes should be treated as an important component of the overall construction programme.

The case also raises an important issue concerning the personal responsibilities of professionals working through consultancy companies. The individual architects involved in the case argued that the relevant contractual relationship was between Meera Investments and FBW as a company. However, the court found that the individual professionals had direct professional responsibilities arising from their involvement, including their professional representations and use of their professional credentials.

The lesson for engineers and architects is not that incorporation automatically creates personal liability. Rather, professionals should understand that working through a limited company does not necessarily eliminate professional responsibilities arising from their own conduct. Where a professional personally exercises judgment, makes representations or authenticates technical work, their individual professional obligations can remain relevant.

The dispute also provides a useful lesson about digital project information. Engineering and architectural projects increasingly depend on electronic information, including AutoCAD drawings, BIM models, structural analysis files, specifications, schedules and other digital records. Consultancy agreements should therefore address digital deliverables explicitly.

A well-drafted agreement should establish who owns the intellectual property, who has permission to use the drawings, which editable formats must be supplied, when the files should be delivered and what happens to the information if the consultancy relationship is terminated. It should also establish whether additional fees apply where a client requests information outside the agreed scope.

This is particularly important when a project changes consultants. If the original consultant retains critical project information and the replacement consultant cannot access or modify it, the transition can become expensive and time-consuming. Clear contractual provisions concerning digital information can help prevent such disputes.

The case further illustrates the importance of coordination between different professional disciplines. Major construction projects rarely involve a single consultant. Architects, civil engineers, structural engineers, mechanical and electrical engineers, quantity surveyors, project managers and contractors must work together. A consultancy agreement should therefore clearly establish who is responsible for overall coordination, design interfaces, responses to technical queries, review of shop drawings, site inspections and other project functions.

Without clearly allocated responsibilities, problems can easily fall between disciplines. A structural issue may affect architectural layouts, while mechanical or electrical requirements may require changes to structural or architectural designs. Establishing a clear responsibility matrix at the beginning of the project can help minimise disputes later.

Another important lesson is the need to document variations. Construction projects rarely proceed exactly according to the original plan. Clients may change requirements, authorities may request revisions, site conditions may differ from the original assumptions, or budgets may change. When the scope of professional services changes, the consultant should document the instruction, the revised scope, the effect on fees and any effect on the programme.

Informal conversations can create significant difficulties when a dispute later arises. Emails, meeting minutes, drawing registers, transmittals, approval records, instructions and payment certificates can become essential evidence in establishing what the parties actually agreed.

Consultants should therefore maintain comprehensive project records from the beginning of an appointment. Good documentation is not simply an administrative exercise. It is an important part of professional risk management.

The case is also not necessarily the final chapter in the dispute. Following the April 2026 judgment, FBW sought a stay of execution while pursuing an appeal. On August 21, 2026, the Commercial Court granted a conditional stay, requiring FBW to either deposit US$132,750 in court or provide an unconditional, irrevocable and on-demand bank guarantee for that amount within the specified period. The development means that the April judgment should be understood as a Commercial Court decision that remains subject to the appeal process rather than as the final conclusion of the dispute.

For Uganda’s construction professionals, the broader message is straightforward. Technical competence alone is not enough to protect a consultant from contractual disputes. The scope of services must be clear, deliverables must be properly defined, payment milestones must be measurable, variations must be documented and project records must be maintained.

Engineers and architects should also pay particular attention to the difference between design information prepared for planning approval, information prepared for tendering and information intended for actual construction. These stages can require different levels of detail, and a consultancy agreement should make clear which stage the consultant is responsible for delivering.

Clients also have responsibilities. They should ensure that consultancy agreements clearly explain what professionals are expected to provide, when deliverables are due, what formats are required and how payments will be triggered. Clear expectations at the beginning of a project can prevent expensive disagreements later.

The FBW-Meera Investments dispute is therefore more than a disagreement between a property developer and an architectural consultancy. It provides a useful case study for Uganda’s entire built environment sector. For architects, engineers, quantity surveyors and project managers, it reinforces the importance of combining professional expertise with sound contracts, disciplined project administration and accurate documentation.

Ultimately, successful construction is not only about producing technically sound designs or building according to specifications. It also requires every participant to understand their responsibilities, deliver what has been agreed, communicate changes properly and maintain an accurate record of the project from commencement to completion. The Kabira Country Club case provides a timely reminder that these contractual and administrative fundamentals can be just as important as the technical work itself.

A recent decision of Uganda’s High Court Commercial Division provides an important lesson for everyone involved in construction projects: a project does not have to reach completion for professional work already performed under a valid contract to have value or create a payment obligation.

In Finicon (U) Limited v Patrick Bitature (Civil Suit No. 1003 of 2018), decided on 18 August 2026, the High Court ordered Patrick Bitature to pay Finicon (U) Limited US$256,136.17, exclusive of VAT, together with interest at 9 percent per annum from 20 May 2014 until payment in full, as well as the costs of the suit. The judgment was delivered by Justice Stephen Mubiru of the Commercial Division of the High Court.

The dispute arose from consultancy agreements entered into in 2012 for proposed developments in Kampala. One agreement, dated 6 July 2012, concerned a proposed high-end boutique hotel on Summit View Road on Kololo Hill. The proposed investment was estimated at between US$5 million and US$6 million. A second agreement, dated 24 August 2012, concerned the remodelling of a residential property on Malcolm-X Road in Kololo.

Finicon was engaged to provide professional architectural and engineering consultancy services. The work included activities such as surveying, appraisal and feasibility work, preparation of architectural drawings, project documentation, tendering, preparation of tender reports and obtaining relevant regulatory approvals.

The projects, however, did not proceed to completion. This subsequently became the centre of the dispute. Finicon maintained that it had performed substantial portions of the contracted professional services and was therefore entitled to payment. The company claimed that approximately 76 percent of its contracted work had been completed.

Bitature disputed the amount claimed and argued, among other things, that the projects had not progressed sufficiently for the construction costs and consultancy fees to be properly established. He also maintained that an amount already paid had been agreed as full and final settlement.

The dispute eventually reached the Commercial Division of Uganda’s High Court, where the court considered the contractual obligations between the parties and the work that had been undertaken under the consultancy agreements.

For professionals involved in construction planning, project management and contract administration, one of the most important lessons from the case is that the failure of a project to reach completion does not necessarily erase the value of professional services already provided.

Construction projects involve considerably more work than the physical activities visible on a construction site. Before a contractor begins excavation, foundation works or structural construction, consultants and project teams may already have spent months undertaking feasibility assessments, surveys, concept development, architectural and engineering designs, cost planning, preparation of bills of quantities, tender documentation, regulatory approvals and procurement activities.

That professional work requires time, expertise and resources. If the project is subsequently suspended or abandoned, the work that has already been performed does not simply disappear.

This is particularly important from a project-planning perspective. Construction planning begins long before physical construction starts. A project may spend significant amounts of money during its planning, design and procurement stages before a single major construction activity takes place on site.

For project owners, this means that cancelling or abandoning a development does not necessarily mean that all financial obligations associated with the project also disappear. Where consultants have been properly engaged and have performed services in accordance with their contracts, the owner may still have obligations arising from that work.

The case also highlights the importance of clearly defining the scope of professional services at the beginning of a project. Construction and consultancy agreements should clearly establish what the consultant is expected to deliver, when each stage is considered complete and how the professional fee will be calculated.

This becomes particularly important where professional fees are linked to the estimated or actual construction cost. The contract should provide a clear mechanism for determining fees at different stages and should address what happens if the project changes, is suspended, is redesigned or is abandoned before construction is completed.

A well-structured consultancy agreement should therefore anticipate more than the ideal scenario in which everything goes according to the original plan. It should also address what happens when circumstances change.

Projects are rarely static. Designs change, budgets change, financing arrangements change, regulatory requirements change and clients sometimes change their investment decisions. A project that begins as a major development can eventually be reduced in scope, postponed or abandoned altogether.

Good contract management is about anticipating these possibilities before they become disputes.

Payment mechanisms are another important aspect of the case. Where professional fees are calculated as a percentage of construction cost, the agreement needs to provide sufficient clarity about how the fee is determined and how payment relates to the different stages of professional work.

Linking payments to clearly identifiable milestones can help reduce disagreements. A consultancy agreement can, for example, establish payment stages around concept design, detailed design, preparation of tender documents, tender evaluation, regulatory approvals and other identifiable deliverables.

The principle is simple: the parties should be able to look at the contract and determine what work was expected, what work was completed and what payment became due.

This is where planning and contract management come together.

A project programme tells the team what is expected to happen and when it is expected to happen. Contract management establishes the contractual consequences when those expectations change.

If a project is delayed, the planner may assess the effect of the delay on the programme and critical path. The contract-management team then needs to establish whether the delay gives rise to any contractual entitlement.

If a variation changes the scope of work, the planning team may assess the effect on time and resources while the contract-management team deals with valuation, instructions and contractual entitlement.

If a project is suspended, the project team needs to understand both the practical consequences for the programme and the contractual consequences for the parties.

This is why project planning and contract management should not be treated as completely separate functions. They are closely connected throughout the life of a construction project.

Another major lesson for construction professionals is the importance of documentation.

When a project is running smoothly, documentation can sometimes appear to be a secondary administrative responsibility. When a dispute arises, however, project records can become some of the most important evidence available.

A consultant may say that substantial work was completed. A client may believe that only preliminary work was undertaken. A contractor may maintain that an instruction was issued. The employer may dispute having given that instruction.

Without proper records, such disagreements can become difficult to resolve.

Meeting minutes, drawings, submissions, tender documents, progress reports, instructions, payment applications, approvals, programmes, correspondence and other project records provide a chronological history of what actually happened.

For contract managers, documentation is therefore not merely paperwork. It is part of the risk-management process.

The Finicon dispute also provides an important distinction between project failure and contract failure.

A project can fail to achieve its ultimate commercial objective without every contract associated with that project becoming unenforceable. A development may become financially unviable. Financing may collapse. A client may change its investment strategy. A proposed building may never be constructed.

None of these circumstances necessarily means that professional services already performed under a contract were worthless.

The distinction is between the ultimate project objective and the specific services that were contracted.

A client may have hired a consultant to design and prepare documentation for a building. The building may ultimately never be constructed, but that does not automatically mean the design work was never performed or that the contractual obligations associated with that work disappeared.

For project owners, the lesson is to approach professional appointments with the same level of seriousness given to construction contracts. The scope of services, professional fees, payment milestones, additional services, suspension, termination and treatment of completed work should all be addressed clearly.

If a project is terminated or the parties agree to settle outstanding amounts, the terms of that settlement should also be clearly documented. Where an amount is intended to constitute full and final settlement, the agreement should expressly establish that intention.

For consultants, the case reinforces the importance of managing not only technical responsibilities but also the commercial side of professional practice.

A consultant can produce excellent technical work and still face significant difficulties if the scope of work, deliverables, payment arrangements and project records are poorly managed.

Professional services should therefore be tracked throughout the project. The consultant should be able to demonstrate what was instructed, what was delivered, when it was delivered and what payment was associated with each stage.

The same principle applies to contractors. Construction contracts routinely involve delayed instructions, variations, suspended works, incomplete designs, payment disputes and changes in scope.

When these situations arise, contractors need to understand the contractual procedures governing notices, extensions of time, variations, payment, suspension, termination and claims.

A legitimate claim can become difficult to enforce if the contractor fails to follow the notice and documentation requirements contained in the contract.

The broader message from the Finicon decision is therefore relevant across Uganda’s construction industry. Construction projects can be delayed, redesigned, suspended or abandoned, but the contractual relationships created along the way still matter.

Proper planning does not eliminate every construction dispute. Good contract management does not guarantee that a project will never encounter difficulties. What they do provide is structure.

They help the parties establish what was agreed, what was expected to happen, what actually happened, what changed and what financial or contractual consequences followed.

For Ernst Planning Engineers, this is an important aspect of the work we believe should receive greater attention in Uganda’s construction industry.

Successful construction is not simply about getting work completed on site. It begins with proper planning and continues through disciplined programme management, documentation, monitoring, commercial management and contract administration.

The Finicon case is a useful reminder that professional work performed during the planning and development stages has real commercial value. It also demonstrates why project owners, consultants and contractors should establish clear contractual arrangements before work begins and maintain proper records throughout the project.

The practical lesson is straightforward: plan the work carefully, define the contractual responsibilities clearly, monitor progress, document decisions and manage changes as they occur.

A construction project may stop, but the professional work already performed does not simply disappear.

This article is intended for general information and construction-management commentary. It is not legal advice. Parties involved in contractual disputes should obtain advice from a qualified legal professional.

Case: Finicon (U) Limited v Patrick Bitature (Civil Suit No. 1003 of 2018) [2026] UGCommC 398, decided on 18 August 2026.