Housing Finance Bank main branch in Kololo
The Court of Appeal has stayed execution of a High Court decree against Housing Finance Bank Limited pending determination of the bank’s appeal in a dispute with Kalinda Patrick over a failed property sale. The stay is conditional on the bank depositing UGX 52.5 million in court within 30 days as security.
In a ruling delivered on October 28, 2026, Justice Esta Nambayo said the bank had raised arguable issues for consideration in its appeal, including whether a contract had been formed and whether the bank was entitled to retain part of Kalinda’s payment. “I find that the appeal raises arguable issues that require consideration by the appellate court and therefore, the intended appeal is not frivolous,” she said.
The dispute concerns a mortgaged property in Kyamula, Kampala, advertised for sale by the bank in February 2020. Kalinda offered UGX 600 million, while the bank later communicated a price of UGX 650 million, a payment schedule and a term allowing it to retain 5 per cent of the purchase price in the event of default. The parties disagree over whether the bank’s letter accepted an earlier offer or amounted to a counteroffer. Kalinda proposed a different payment schedule and paid UGX 260 million, but the transaction was not completed. The bank later refunded UGX 227.5 million, retaining UGX 32.5 million.
Kalinda sued to recover the retained amount. The Chief Magistrate’s Court dismissed his claim in November 2023, finding there was a valid contract and the bank could keep the sum. But the High Court allowed Kalinda’s appeal in February 2026, ruled that no contract had been formed and ordered the bank to refund UGX 32.5 million with 20 per cent annual interest from April 21, 2021. It also ordered the bank to pay UGX 20 million in general damages, with 20 per cent annual interest from the date of judgment, and awarded Kalinda costs in both courts.
The bank filed its appeal on June 12, 2026, challenging, among other issues, the High Court’s findings on contract formation, undue influence and the interpretation of the Mortgage Act, as well as the retention of the money and the damages award. After an earlier High Court application for a stay was dismissed, the bank filed its present application on September 2. Execution proceedings had begun.
Justice Nambayo said the amount at risk was substantial and the evidence raised uncertainty about whether the bank could recover the money if its appeal succeeded. “I find that substantial loss may result and the benefit of a successful appeal may be rendered nugatory,” she said. She also found the application had been filed without unreasonable delay, noting it came about eight days after the bank lodged its appeal and before the threatened enforcement was completed.
The judge said depositing the decree amount would protect Kalinda if the bank’s appeal failed. “Therefore, I find that the balance of convenience favours granting a stay of execution on condition that the Applicant deposits UGX 52,500,000 in court as security for due performance of the decree,” she said.
Execution of the High Court judgment is stayed pending the outcome of the bank’s appeal, Civil Appeal No. 438 of 2026. The stay will automatically lapse if the bank fails to deposit the security within 30 days. The costs of the stay application will be determined as part of the appeal.
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