After nearly two years of wrangles that split Kyadondo Rugby Football Club into rival camps, the High Court has moved to restore order, striking out disputed elections and directing the Registrar of Companies to preside over fresh polls.
In a ruling delivered on July 31, 2025, Justice Patricia Mutesi declared that all 39 original subscribers of the club are equal members, nullifying attempts to sideline some and reduce their voting rights.
The Court nullified the meetings of March 11 and March 18, 2025, and all decisions arising from them. It ruled that the exclusion of some members on grounds that they had subscribed as students in 1999 and were therefore ‘junior members’ was unlawful and discriminatory.
Justice Mutesi held that the company’s memorandum of association did not distinguish between the subscribers at incorporation, and that they all remained full members entitled to participate in decision-making.
URSB intervention
The ruling followed a series of disputes that began in 2023 when the Uganda Registration Services Bureau (URSB) investigated and expunged five documents from the Companies Registry.
Among them was a power of attorney granted to James Middleton and Andrew Owor, also a former Uganda Rugby Union president, to negotiate with the Uganda National Roads Authority (Unra) over part of the club’s land on Coronation Avenue.
Other documents included a resolution appointing Middleton, Owor, Jeroline Akubu, Michael Douglas Keigwin and Peter Browser as directors; minutes of a meeting that purportedly appointed the same; and an amended memorandum and articles of association.
Assistant Registrar of Companies Daniel Nasasira ruled that the filings were unlawful and carried out by improperly elected directors. He said the registry’s data migration process was not meant to facilitate structural changes but to transfer existing records.
The executive committee led by Brian Tabaruka had petitioned URSB, accusing the previous leadership of forgery, falsification of signatures and attempts to alter governance structures.
Speaking after the High Court ruling, Tabaruka said the judgment confirmed the concerns his executive had raised from the outset.
‘We welcome the decision. The ruling is clear. URSB will now preside over fresh elections, ensuring neutrality and fairness. Previously, we were excluded but this time, all original subscribers are recognized as members and we finally have the chance to participate,’ he said.
Disputes within the club
The wrangles deepened after the July 2023 elections in which Tabaruka was elected chairman. He and his team accused Middleton and his allies of refusing to hand over the financial accounts and instead diverting funds through parallel bank accounts.
Members of the new executive said payments to the official account were irregular and inadequate, leaving the club struggling.
The disputes escalated when it was discovered that Kyadondo Sports Club (KSC) had been registered as a separate entity in 2012, with a memorandum carrying signatures of subscribers who denied ever signing.
A handwriting analysis conducted in April 2023 indicated possible forgery. Tabaruka and his allies argued that the registration of Kyadondo was part of an attempt to seize control of Kyadondo’s finances and assets.
Contested March elections
Following URSB’s directive that only the 39 original subscribers were members, fresh elections were scheduled for March 11, 2025.
However, controversy erupted when Middleton circulated a list excluding Tabaruka and others, arguing that they had subscribed as students and were therefore junior members without voting rights.
The March 11 meeting collapsed for lack of quorum after boycotts by excluded members. A follow-up meeting on March 18 proceeded under similar conditions and failed to resolve the disputes.
This prompted Tabaruka and Geoffrey Okello to petition the High Court, seeking recognition of all 39 subscribers as equal members and challenging the legality of the March meetings.
The Court’s findings
Justice Mutesi ruled that while Kyadondo’s articles of association provided for different classes of membership, there was no evidence that these categories applied to the subscribers at incorporation. She noted that all 39 appeared together on a single list, with no distinction.
The judge rejected the claim that some were junior members, observing that the articles defined junior membership as applying to full-time students, apprentices or minors who did not play rugby. There was no evidence that those excluded from the March elections fell into that category.
On this basis, the Court declared the March 11 and March 18 meetings null and void. It further ruled that, given the disputes, leadership vacuum and quorum requirements, it was impracticable to hold a general meeting under the existing articles.
Justice Mutesi authorised a hybrid general meeting, allowing members to participate physically or virtually and lowered the quorum to 15 members to make the process workable.
The Registrar of Companies was instructed to preside over the elections, declare all positions on the executive committee vacant, issue a notice within 45 days, and conduct the elections within 60 days of the notice. The Registrar is also expected to receive expressions of interest from candidates and ensure the meeting is widely publicised.
Tabaruka, one of the applicants, described the ruling as a chance for closure: ‘Once the elections are held democratically at the AGM, it will mark the true conclusion of the governance issues that have long troubled the club.’
Responding to the decision, Owor, who was among those whose filings were expunged by URSB, said he could not comment in detail. ‘The ruling is clear but I’m not the right person to comment,’ he said.
Efforts to reach other parties were unsuccessful by press time.