parties to enter into legal relations and thereby bind themselves to carry out the
agreement.
As a general rule, an agreement arises as a result of offer and acceptance.
In the instant case, it is an admitted fact that the plaintiff composed the impugned musical
composition. He entered it into an open competition for adoption as a national anthem,
implying that he knew very well what the defendant needed the composition for. He was
thereafter declared the winner and his composition was adopted as Uganda‟s national
anthem after necessary adaptation. There was in my view, an offer and acceptance
within the meaning of the two words in the context of Carlill vs Carbolic Smoke Ball
Company (1893) 1 Q.B.256. It is not necessary to go into the facts and holding in that
case.
It is trite that a number of other requirements must be satisfied for an agreement to be
legally binding:
1. There must be consideration.
2. The parties must have an intention to create legal relations.
3. The parties must have capacity to contract.
4. The agreement must comply with any formal legal requirements. In general, no
particular formality is required for the creation of a valid contract. It may be oral,
written, partly oral and partly written, or even implied from conduct.
I would add, however, that certain transactions are, valid only if effected by deed.
For example, under common law and also the Copyright and Neighboring Rights
Act, Act 19 of 2006, for the transaction to be effective in the case of an assignment
of copyright or exclusive licence, it must be in writing and signed by or on behalf of
the present copyright owner. The law is couched in mandatory terms. No evidence
of an assignment in writing has been adduced by either party, implying that there
was non-compliance with the law.
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