High Court Commercial Division

The Commercial Court was officially inaugurated on 15th September, 1999. The Government of Tanzania endorsed the recommendations in 1997. It is a division of the High Court of Tanzania. The difference with other High Court Registries is that this court specializes in the determination of commercial disputes only.

35 judgments
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35 judgments
Citation
Judgment date
December 2003
Court dismissed respondents' preliminary objections to winding-up petition, finding res judicata inapplicable and affidavit and locus standi proper.
* Companies law – Winding-up petitions – Preliminary objections – res judicata inapplicable where earlier suit not finally determined; governed by Companies (Winding Up) Rules. * Corporative standing – Contributory/shareholder – entitlement and documentary proof are evidential matters not for summary disposal. * Affidavit requirements – matters within deponent’s knowledge are acceptable; vague objections to affidavit dismissed.
29 December 2003
Commercial Division struck out a later-filed summary suit because an identical earlier suit was pending in another registry.
* Civil procedure – summary suits (Order XXXV) – locus standi of defendant to bring interlocutory applications before obtaining leave to appear.* Jurisdiction – Order IV r.1(3) Civil Procedure Code – Commercial Division must not entertain suits on commercial matters pending before another competent court or tribunal.* Stay vs striking out – where earlier suit on identical subject matter is pending the later suit in another registry should be struck out.* Precedent – applied decision in Commercial Case No.20 of 2000.
18 December 2003
Applicant failed to prove title to attached bakery assets; annexures inadmissible; objection dismissed with costs.
Civil procedure — Execution/attachment — Order XXI Rule 57 — Objector must prove title at time of attachment; inadmissibility of uncertified public documents, unstamped instruments and notary-attested drafts; ostensible authority of judgment debtor; objection to execution dismissed.
12 December 2003
November 2003
Preliminary objections on affidavit defects and mis-cited law dismissed; objections on merits were inappropriate at preliminary stage.
Civil procedure – preliminary objections – affidavit sufficiency and disclosure of information sources; citation and applicability of CPC provisions (s.68; O.43 R.2; O.21 R.35; s.95) in contempt proceedings; merits vs. preliminary objection distinction.
20 November 2003
The court held the sale was validly revoked after the purchaser missed the final extended deadline (31/12/2002).
Contract law – Sale agreement – Variation of payment deadline by correspondence and oral requests – Validity of revocation after final extension lapses; typographical error in cancellation letter; purchaser’s reliance on third-party debt irrelevant; waiver of contractual penalties by vendor’s conduct.
17 November 2003
October 2003
31 October 2003
Defendant may amend defence to seek nullification without counter-claim, but a pending lower-court application raises jurisdictional lis pendens concerns.
• Civil Procedure – Amendment of pleadings – Leave to amend written statement of defence to include nullification prayer without formal counter-claim. • Civil Procedure – Counter-claim – When formal counter-claim unnecessary because adjudication of plaintiff’s claim disposes of defendant’s relief. • Jurisdiction/Lis Pendens – Section 8 CPC and Order VI, Rule 3 (as amended) – pending lower-court proceedings may preclude High Court (Commercial Division) from entertaining same matter.
20 October 2003
The applicant failed to prove prior export; the respondent lawfully withheld fuel pending bond cancellation.
Contract for sale of fuel — condition precedent to delivery — proof of exportation required for customs bond cancellation — burden of proof on claimant — authenticity and verification of customs documents — evidence from carrier and customs officials.
15 October 2003
September 2003
A specified public corporation under statutory receivership cannot be wound up by a private creditor's petition.
Companies — Winding up — Verification of petition (Rule 29 Winding Up Rules 1929) — formal defect curable under Rule 223(1); Public Corporations — Specification under Public Corporations Act s.43 — PSRC statutory receivership/official receiver role — bars private winding-up petitions; Locus standi — creditor status must be established by proper documentation.
19 September 2003
Withdrawal of the main suit granted; admission by principal debtor does not extinguish creditor's claim against guarantor.
• Civil procedure – Withdrawal of suit – O. XXIII r.1 CPC – withdrawal granted but leave to re‑institute requires formal defect or sufficient grounds. • Contract/Suretyship – Effect of judgment on admission by principal debtor – does not by itself discharge guarantor; liability co‑extensive under s.80 Law of Contract Ordinance. • Execution – only a decree holder may apply for execution; third parties cannot compel court to execute decree. • Stay – proceedings against guarantor not stayed pending proof of failed execution against principal debtor.
4 September 2003
Court may grant interim injunctions before a main suit and against the government using inherent judicial powers.
Civil procedure – interim injunctions – jurisdiction to grant interlocutory injunctions before institution of main suit (Mareva-type orders) – inherent powers under s.2 Judicature Ordinance and s.95 CPC; Government proceedings – injunctions against the State/Attorney General – scope of proviso to Order XXXVII r.2 (GN. No. 376 of 1968) – government not immune where prima facie case and imminent injustice shown.
2 September 2003
August 2003
Court refused stay to arbitration where clause bound only a minority and risked multiplicity and inconsistent proceedings.
Arbitration – stay of court proceedings – application under ss.6 and 26 Arbitration Ordinance (Cap 15) – scope of arbitration clause; binding effect only on signatories; disputes governed by debentures/mortgages outside clause; risk of multiplicity and inconsistent findings; willingness/readiness to arbitrate; choice of law considerations (English vs Tanzanian law).
27 August 2003
Court granted bank's application to rectify its share register under Companies Ordinance s101 after corrections were filed.
Companies Ordinance (Cap 212) s101 – rectification of register of members; erroneous entries and omissions in share register; supplementary affidavit and corrected board resolution cure initial misstatements; court empowered to order rectification (and damages).
13 August 2003
Court affirmed power to grant interim injunctions pre-suit, including against government, under inherent jurisdiction and section 95 CPC.
Inherent jurisdiction — interim injunctions (Mareva-type) may be granted before institution of main suit in proper cases; applicability against Government despite proviso to O. XXXVII R.2; section 95 Civil Procedure Code and Judicature Ordinance empower courts to prevent abuse of process.
2 August 2003
July 2003
Failure to obey court timetable and show sufficient cause warrants refusal of extension and entry of summary judgment.
* Civil procedure – extension of time – application for leave to appear and defend – requirement to show sufficient cause for delay; failure to comply with court-ordered timetable justifies dismissal. * Civil procedure – summary judgment – entry under Order XXXV Rule 2(2)(a) where defendant fails to obtain leave to appear and defend.
18 July 2003
Ex parte award of unpaid salary arrears and statutory injury compensation; food-provision and unproved damages claims disallowed.
* Employment contracts – validity established by appointment letters – entitlement to unpaid wages; * Evidence – ex parte proof must satisfy balance of probabilities; * Labour claims in commercial division – jurisdiction and procedural cure for misjoinder (O.1 r.9 CPC); * Food/catering claims – require specific contractual or evidentiary proof; * Workmen’s Compensation assessment accepted for injury compensation.
15 July 2003
June 2003
Applicant's admission of unpaid rent and absence of any triable issue led to dismissal of application and judgment for the plaintiff.
* Rent arrears – admission of debt – admission and non-payment defeat relief; * Civil procedure – summary disposal – affidavit must raise a triable issue to resist claim; * Defence – denial of opportunity to pay does not constitute a substantive defence to arrears claim; * Costs – unsuccessful application dismissed with costs and judgment entered for plaintiff.
19 June 2003
Company insolvent — winding up ordered; debenture invalid for lack of proper board authority; liquidator appointed to investigate.
Companies Ordinance – Winding up (s.167) – Insolvency grounds; locus standi of shareholder-creditor to support petition; Debenture validity – requirement of proper board resolution and quorum; Registration not conclusive; Receivers/Managers’ acts stayed on commencement of winding up; Appointment, powers and remuneration of liquidator; Investigation of company affairs and possible personal liability for fraudulent trading (s.269).
7 June 2003
Matter for T.shs 14.5m struck out: Act No.25/2002 ousts High Court jurisdiction; suit belonged in subordinate court.
Civil procedure – jurisdiction after Act No.25 of 2002 – pecuniary jurisdiction of Magistrates’ Courts raised to T.shs 100 million; effect on High Court jurisdiction; lowest competent court rule (CPC s.13); joinder of borrower and guarantor – Order II r.3(1); preliminary objections; suit struck out for want of jurisdiction.
6 June 2003
May 2003
Amendments capping magistrates' pecuniary jurisdiction do not oust the High Court's unlimited jurisdiction.
Constitutional law — jurisdiction of High Court — interpretation of amendments to section 40, Magistrates Courts Act (Act No.25/2002) — whether amendments oust High Court jurisdiction or merely cap subordinate courts' pecuniary jurisdiction; Articles 107A and 108 of the Constitution; preliminary objection dismissed.
20 May 2003
Amendments imposing pecuniary ceilings limit subordinate courts but do not oust the High Court’s jurisdiction; objection dismissed.
* Civil procedure – Jurisdiction – Effect of Written Laws (Misc. Amendments) Act No.25 of 2002 on section 40 Magistrates Courts Act – whether amendments oust High Court jurisdiction. * Constitutional law – Articles 107A and 108 – limits on legislative removal of High Court jurisdiction. * Interpretation – Amendments impose pecuniary ceilings on subordinate courts but do not curtail High Court’s inherent jurisdiction. * Relevant law – Civil Procedure Code s.13 and Judicature and Application of Laws Ordinance.
20 May 2003
Raising subordinate courts' pecuniary limits does not oust the High Court's jurisdiction over commercial suits.
Commercial jurisdiction — Act 25 of 2002 amendments to Magistrates' Courts Act — Pecuniary limits — Whether ousts High Court jurisdiction — Civil Procedure Code ss.6, 7, 13 — Constitution Arts.107A,108 — Concurrent jurisdiction — Access to justice/public policy.
13 May 2003
April 2003
Sale in execution without required publication is irregular and set aside; resale to be conducted by an independent appointee.
* Civil procedure – Execution of decrees – Sale in execution – Requirement for proclamation and publication under Order XXI rules 64–67 of the Civil Procedure Code. * Civil procedure – Validity of sale – Failure to publish in Gazette or local newspaper and failure to observe 30-day waiting period renders sale irregular and liable to be set aside. * Execution procedure – Appointment of officer to conduct resale – decree holder not permitted to conduct subsequent sale in this case. * Costs – Court discretion exercised; no costs ordered against judgment debtor.
22 April 2003
Applicant’s late, inconsistent challenge to sale of alleged matrimonial home lacked credibility and was dismissed.
Execution; attachment and sale of property – challenge by spouse claiming matrimonial/home exemption – credibility of affidavits; delay and laches; prior notice of intention to appeal affecting jurisdiction; caveat filed late.
22 April 2003
22 April 2003
Unconditional leave to defend granted where disputed tax assessment and objection disclose facts suggesting a possible defence.
Summary procedure — Order XXXV r.2 & r.3(1)(b) — leave to appear and defend — disputed tax assessment and prior objection — Mechalec test: affidavit must disclose facts from which a possible defence may be inferred.
15 April 2003
Judgment on admission entered; application to pay the decretal sum by instalments reserved pending consideration of security and guarantees.
* Civil procedure – Judgment on admission – Entry of judgment where defendant admits liability. * Civil procedure – Order 20 rule 11 – Application for payment of decretal sum by instalments and conditions for same (security, guarantees, down payment). * Insolvency/creditors – Effect of other creditor claims and company indebtedness on suitability of instalment orders.
9 April 2003
Applicants used the wrong procedure to attack an out-of-court mortgage sale; applications dismissed.
* Mortgage law – Power of sale – Exercise of contractual mortgagee’s power to sell without recourse to court – Out-of-court sale by decree-holder/auctioneer. * Civil procedure – Execution – Distinction between court-ordered execution and out-of-court contractual sale; inapplicability of execution rules to private auction under mortgage deed. * Remedy – Challenge to allegedly defective auction must be pursued by separate action against decree-holder or auctioneer; interlocutory relief by chamber summons inappropriate.
7 April 2003
Dishonoured cheques do not automatically bar leave to defend; inadequate particulars and triable issues justified unconditional leave to defend.
* Civil Procedure — Order XXXV (summary procedure) — leave to appear and defend — requirements: bona fide/triable defence, not a sham. * Effect of dishonoured cheques — issuance does not automatically preclude leave to defend. * Pleadings — necessity for particulars/breakdown of claimed sums in summary suits. * Security/payment into court — discretionary condition where defence appears weak.
2 April 2003
March 2003
Applicant guarantor failed to demonstrate triable issues to resist summary suit; application dismissed with costs.
Summary proceedings (Order XXXV) – leave to appear and defend – requirement to show triable issues; Allegation of prior mortgage – necessity of documentary proof or corroboration; Failure to produce documents and unexplained delay may justify inference of tactical defence; Application to defend dismissed with costs.
31 March 2003
An insurer cannot generally sue a wrongdoer in its own name absent assignment or insured’s consent; plaint struck out.
Insurance law – Subrogation – Whether insurer may sue wrongdoer in its own name absent assignment or insured’s consent – pleading requirements for assignment – amendment under Order 1 Rule 10 CPC – equitable bar to insurer recovering from driver where risk covered by policy.
18 March 2003
Counsel’s justified simultaneous appearance before another judge warranted setting aside judgment and restoring application to defend.
Civil procedure – setting aside judgment – non-appearance of counsel excused where counsel was necessarily engaged in another court at same time – sufficient cause to restore application for leave to defend.
18 March 2003
February 2003
Application to postpone auction sale dismissed; court cannot grant relief not pleaded and Rule 81(1) was only technically available.
Civil Procedure – O.XXI, R.81 CPC – Application to postpone sale of immovable property – Distinction between sales in enforcement of mortgage and ordinary decree sales – Relief must be pleaded in chamber summons; affidavit/submissions cannot introduce new prayers – Court will not grant superfluous orders where sale time has elapsed.
10 February 2003
An unargued preliminary objection is abandoned, and annexures did not constitute admission of payment of the debt.
Civil procedure – preliminary objections – abandonment where not argued; Pleadings and annexures – whether they constitute admission for judgment by admission (Order XII, Rule 4 CPC); Debenture validity – challenge under Notaries Public and Commissioner for Oaths Ordinance (not argued).
3 February 2003
January 2003
A company is bound where an employee, acting with apparent authority, orders, receives and admits goods on its behalf.
* Commercial law – supply of goods – proof of delivery and value – tax invoices and delivery notes establish supply and value. * Agency/apparent authority – company bound by acts of employee who orders, signs and receives goods using company address/stamp. * Admissions – written confirmation signed by employee "for" company can constitute admission of liability. * Evidence – internal company procedures do not necessarily negate apparent authority where third party reasonably relies on employee’s representations. * Interest – trial court’s discretion to refuse excessive contractual rate and award nominal and decretal interest. * Costs – successful claimant entitled to costs.
31 January 2003