Investor, directors fight over top Kampala bar

A Japanese investor has been sued over her alleged take-over of a top Kampala bar from fellow directors.

Ms Kalpana Abe is accused of taking over Hideout Bar and Lounge located on Lugogo Bypass in Kampala before renaming it Blackzone Recreation Centre.

She is jointly sued with Ms Debra Marie Hayama and Mr Fidel Mugarura Otafiire before the Commercial Division of the High Court.

Court documents seen by this publication show that the aggrieved party, Mr Woldemichael Sisay Bekure and his wife Ayalew Tigsit Melkamu, an Ethiopian couple, incorporated the entertainment facility in 2013, trading under Ephrata Investment Group Ltd.

Ms Melkamu, in her affidavit before the court, contends that the ownership dispute arose from the actions of new directors, Ms Kalpana and Ms Debra Maria Hayama, who were brought on board after the Covid-19 pandemic as they sought to expand the facility.

“Unfortunately, the 4th respondent (Ephrata Investment Group Ltd) took a hit during the Covid-19 pandemic and we were forced to innovate around the restrictions. This included developing a new concept for the bar to enable it to stand out from the rest of the bars in Kampala,” Ms Melkamu states in her affidavit. She adds: “In pursuit of this innovation, we conceived the idea of expanding the 4th respondent (Ephrata Investment Group Ltd) business by including, in addition to the bar and restaurant,  bowling, and gaming recreational centre with punching, shooting, FI, VR, VR simulators, darts and a fully-fledged bowling alley.”

Further in her affidavit, Ms Melkamu avers that they allowed their friends, Ms Kalpana and Ms Hayama, to join them as co-directors and they equally, held 50 percent shares.

“Unbeknownst to us, the 1st (Ms Kalpana) and the 2nd respondent (Ms Hayama), appear to have had ulterior motives to aggressively and mischievously take over the 4th respondent under the scheme of framing us as villains to garner sympathy and votes for a hostile takeover,” she states.

Past agreement

Court documents show that the two new directors, upon acquiring interests in the business, it was agreed with all parties that Mr Woldemichael travel to China to procure all the necessary equipment for the expansion of the project.

However, when he returned, the new two directors were reportedly hostile, accusing Mr Melkamu of using the company money on personal things while in China and that they went on and took over the management of the facility.

This, they claim had forced them to voluntarily take a passive role in the running of the bar business.

“… In a shocking turn of events on May 5, the 3rd respondent (Mr Mugarura) issued a special notice calling for a meeting to pass a resolution for our removal as directors on account of the unsubstantiated allegations of fraud against us. No evidence was adduced to support the said allegations,” Ms Melkamu avers.

She adds: “The said special notice is in bad faith as it is intended to deprive us (applicants) of the right to participate in the control, management, and direction of the affairs of the 4th respondent which is not only against our interests but also those of the 4th respondent.”

They now want the court to issue a temporary injunction against Ms Kalpana and her group to enable them to pursue arbitration.