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Vitiating Factors of a Contract in Uganda: A Comprehensive Guide for Business Owners and Entrepreneurs

Contracts are legal agreements that establish the rules for the exchange of goods, services, or property between two or more parties. In Uganda, like many other countries, the enforcement of contracts is governed by the law. The law lays out the basic principles that must be followed to create, bind, and enforce a contract. However, there are certain situations in which a contract may be considered void or unenforceable. These situations are referred to as vitiating factors.

What are Vitiating factors?

The term “vitiating factors” refers to circumstances that can render a contract unenforceable or invalid. In Uganda, there are four primary vitiating factors that can impact the validity of a contract. These factors include:

1. Misrepresentation

Misrepresentation occurs when one party makes false statements or representations to another party. These statements can be either intentional or unintentional. If the other party relies on these statements to make a decision, and they later discover they were false or misleading, the contract may be voided. For example, if a seller of goods intentionally lies about the quality of the goods to persuade the buyer to make a purchase, any contract entered into based on such statements can be successfully challenged.

2. Duress

Duress is a situation where one party uses force or threats to coerce another party into complying with their demands. When a contract is entered into under duress, it is considered voidable. For instance, a company that threatens to terminate an employee if they do not sign a contract could be accused of duress.

3. Undue Influence

Undue influence, unlike duress, involves a situation where one party uses their position of power or trust to influence the other party to enter into a contract that is not in their best interest. Such circumstances may include where a lawyer, for instance, unduly influences a client into signing a contract with their company by promising preferential treatment in case of future legal issues.

4. Mistake

A mistake occurs when one or both parties make an incorrect assumption about a fact essential to the contract. If the mistake impacts the parties` understanding of the deal, the contract may be voidable. For instance, if two parties agree to the sale of a property, and one of them thought that the property was in a different location, the contract can be deemed unenforceable.


In conclusion, understanding the various vitiating factors that can impact a contract`s validity in Uganda is crucial to business owners and entrepreneurs. As a professional, it is imperative to emphasize the need for businesses to ensure that their dealings with customers, employees, and suppliers are legal and adhere to ethical principles. These four primary vitiating factors must be considered before making any contractual agreement as they affect the legal enforceability of the contract in the future. Therefore, seeking legal advice beforehand is paramount.