Concierge Group Ltd (TMCG)—the company behind Rocket Health—seeking temporary injunctions against its co-founder and former Chief Executive Officer, Dr. Davis Musinguzi Musiimenta.
TMCG had asked the court to restrain Dr. Musinguzi from acting or holding himself out as a director of the company and from intermeddling in its management and affairs. The company also sought a second injunction compelling him to immediately hand over access to its digital systems—including Google Workspace, Amazon Web Services (AWS), social media management tools, and other cloud-based platforms—pending determination of the main suit.
The application, filed as Miscellaneous Application No. 1408 of 2025, arose out of Civil Suit No. 0764 of 2025 and was supported by an affidavit from Mr. Antony Wood, one of the company’s directors.
Breach of Trust Allegations
In his affidavit, Mr. Wood stated that the main case stems from breach of contract, breach of trust, and wrongful interference by Dr. Musinguzi following his termination as CEO on 14 August 2024. He alleged that after being served with a termination letter requiring him to serve a 90-day notice, Dr. Musinguzi acted in bad faith by disabling the company’s access to its Google Workspace, deleting AWS servers, blocking the Emergency Medical Records (EMR) system, and withholding account credentials and source code.
Mr. Wood claimed these actions disrupted quality assurance processes, undermined contracts with service providers, and significantly damaged TMCG’s business continuity and reputation. The company contended that unless the court intervened, it would suffer irreparable harm and that the main case would be rendered nugatory.
Court’s Reasoning
Justice Mutesi, however, disagreed. In her ruling delivered on 24 September 2025, she held that a temporary injunction is meant to preserve the status quo, not to grant the substantive relief sought in the main case.
Citing precedents such as Kiyimba Kaggwa v. Katende (1985) and American Cyanamid Co. v. Ethicon Ltd (1975), she reiterated that an applicant must demonstrate a prima facie case with a probability of success, the likelihood of irreparable harm if the injunction is not granted, and, where in doubt, the court should decide based on the balance of convenience.
She noted that TMCG’s own pleadings and affidavit evidence acknowledged that Dr. Musinguzi remains a director and shareholder of the company. Consequently, she found it “legally untenable” to restrain him from holding himself out as a director when the company itself admits that he still occupies that position.
On the request to bar him from intermeddling in company affairs, the judge observed that this question lies at the core of the main suit and therefore cannot be determined at this interim stage without pre-empting the trial.
Digital Access Would Alter the Status Quo
Justice Mutesi also dismissed TMCG’s request to compel Dr. Musinguzi to hand over access credentials and control of the company’s digital platforms, reasoning that such an order would change, not preserve, the status quo.
“The order sought would defeat the logic of a temporary injunction, as it would force a change in the status quo by securing for the applicant possession of, and control over, the access codes and platforms even before disposal of the main suit,” she held.
Ugandan enterprises urged to explore regional oil and gas opportunitiesThe judge added that the injunction was “a veiled attempt to pre-empt the findings in the main suit and to alter the status quo before trial.”
Reference to Arbitration Clause
In a notable observation, Justice Mutesi also referenced the arbitration clause in the company’s Share Subscription Agreement (SSA), indicating that the court would first need to determine its enforceability under Section 9 of the Arbitration and Conciliation Act before proceeding further with the main suit or related matters.
This signals that the dispute—rooted in corporate governance and control of digital assets—could eventually be referred to arbitration, potentially delaying court proceedings.
In conclusion, the court dismissed the application in its entirety and awarded costs to Dr. Musinguzi, who was represented by Signum Advocates. TMCG was represented by Mushanga & Associates Advocates.
“The issues raised by the applicant are best resolved after the trial of the main suit once both parties have had the opportunity to lead evidence on their cases,” Justice Mutesi ruled.
Control and Access to Digital Assets in Startup Acquisitions
The ruling underscores the growing complexity of corporate governance disputes in Uganda’s tech and healthcare startups, where control over digital systems—emails, servers, and software—is as significant as control over physical assets.
For Rocket Health, one of Uganda’s pioneers in telemedicine, the decision means that the company will have to wait for the main case to be resolved before it can reclaim full administrative control of its digital platforms.
Meanwhile, Dr. Musinguzi remains a director and shareholder, but not an employee, at least preserving his legal footing in a company he co-founded, even as both parties prepare for what promises to be a protracted corporate and fiduciary showdown before the Commercial Court—or possibly, before an arbitration tribunal.
Commenting on the ruling on his LinkedIn page, Silver Kayondo, a Partner in the Technology, Media & Telecoms Law Department at Ortus Advocates, one of Uganda’s leading law corporate and commercial law firms, offered a broader industry reflection:
“Parties structuring investment agreements must be more express regarding pre-trial remedies and access to key company digital assets such as source code, client lists, Google files, cloud facilities, et cetera. Solutions such as source code escrow agents may be explored as neutral third parties to enhance business continuity and control,” he wrote, adding: “Structuring injunctive relief clauses in software and/or Intellectual Property matters has since evolved from the traditional copy-paste boilerplate clauses. Parties must be sure to seek specialist legal counsel both at transactional and dispute resolution stages, should disagreement arise during the course of their relationship.”
