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.