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.

48 judgments
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48 judgments
Citation
Judgment date
December 2007
Rule 5 of the Arbitration Rules does not govern extension of time to challenge an award; unauthorized private counsel cannot represent the Government.
* Arbitration — Arbitration Rules r.5 — scope of "applications under the Act" — Rule 5 applies only where the Arbitration Act enables the relief sought; does not cover extension of time governed by Limitation law. * Limitation — Arbitration Act s.40(1) — Law of Limitation Act applies to arbitration proceedings. * Government proceedings — Government Proceedings Act s.10 and Government Proceedings (Procedure) O.III r.1 — representation of Government in court must be by Attorney General or public officer duly authorized; private advocate without authority has no locus standi; documents filed by unauthorized representative expunged.
27 December 2007
November 2007
Use of a previously used trade name and acronym by another company caused public confusion; injunction and damages granted.
Trade name / passing off – use of identical or similar company name and acronym in same market causing public confusion; company name change and abandoned names – no statutory reservation by Registrar; enforceability of third-party contract terms – party status required; remedies – injunctions, mandatory change of name or striking off, damages and costs.
26 November 2007
Loss of profits pleaded as general damages cannot be used to elevate monetary claim to confer High Court jurisdiction.
Commercial law – Pecuniary jurisdiction; whether claims not ascertainable at pleading (general damages/loss of profits) may be aggregated to meet monetary threshold; preliminary jurisdictional objection may be raised at any stage; Magistrates' Courts Act s.40(3) threshold.
26 November 2007
Ex parte judgment set aside where service by post was not proved due to missing court officer's certificate.
* Civil Procedure – service by post – Order V r.30(c) Civil Procedure Code – requirement of court officer's certificate that postal packet contained summons. * Civil Procedure – setting aside ex parte judgment – Order IX r.13(1) – effect of defective service. * Evidence – certificate of posting insufficient without court officer's certificate to invoke deeming provision for postal service.
23 November 2007
Application for injunction to restrain director changes dismissed as overtaken by events and damages deemed adequate.
* Company law – temporary injunction to restrain registration/alteration of directors – whether application overtaken by events once changes published/registered; adequacy of damages and balance of convenience. * Interim relief – requirements for interlocutory injunction: prima facie case, irreparable harm, balance of convenience. * Corporate procedure – challenges to director removal and appointments pending substantive determination.
20 November 2007
Court pierced corporate veil and ordered arrest of managing director to enforce execution where company evaded judgment.
Civil execution – jurisdiction of court which passed decree – s.38(1) Civil Procedure Code and O.XXI r.9; notice of appeal does not stay execution; corporate veil – circumstances to lift veil where company used to evade obligations; execution against director – arrest and committal to civil prison where director implicated in failure to remit collected funds.
13 November 2007
Reported
Commercial Division may hear government commercial suits despite s.6(4); verification defects are procedural and curable.
Government proceedings – Executive Agencies Act s.3(6)(c) – Government Proceedings Act s.6(4) – High Court Registries Rules (Rule 5A, Rule 7(1) proviso) – Commercial Division jurisdiction – Verification of pleadings – Order VI r.15 Government Proceedings (Procedure) Rules – Curable procedural defects – Striking out defence not justified.
9 November 2007
Application for extension to file defence dismissed: Civil Procedure Code time-limits preclude further extension.
* Civil Procedure — extension of time to file written statement of defence — limits under Order VIII r.1(2) — Section 93 discretion limited by specific rule; Law of Limitation Act inapplicable where another written law prescribes the period. * Procedural — supplementary affidavit filed without leave expunged. * Requirements — applicant must show satisfactory, consistent reasons for delay.
3 November 2007
October 2007
Leave to appeal refused where proposed grounds were factual or irrelevant and thus unfit for the Court of Appeal.
Appeal — Leave to appeal — Threshold for leave where lower court exercised discretion; factual vs legal issues; setting aside dismissal for want of prosecution — sufficiency of evidence of sickness; relevance and timing of medical evidence; admissibility/permission to file annexures to affidavits; points not argued below not to be raised on appeal.
9 October 2007
Court dismissed preliminary objections, holding the Commercial Court had jurisdiction and powers of attorney need not be registered; costs shared.
* Civil procedure – preliminary objections – factual disputes as to status of signatory to defence cannot be decided on preliminary objections.* Civil procedure – powers of attorney – registration not compulsory under Registration of Documents Act s.8; registration optional under s.11.* Commercial Court jurisdiction – cause of action for specific performance of joint-venture contract is contractual, not a land dispute.* Partnership – firm may be sued in firm name (Order XXIX); Order I r.8 on representative suits inapplicable where firm sued in its firm name.
8 October 2007
September 2007
Relocation and lost file did not justify extension to file a bill of costs; 60‑day limitation applies.
Civil procedure – Limitation – Bill of Costs construed as an application subject to 60‑day limitation under Part III of the Limitation Act; relocation/misplaced file held not sufficient cause for extension under section 14(1).
10 September 2007
The petition was stayed under the subjudice rule as the petitioner’s shareholding and directorship are already in issue in a pending Land Division suit.
* Civil Procedure Act s.8 (subjudice rule) – Whether a later suit should be stayed where the matter in issue is directly and substantially in issue in a previously instituted suit – focus on identity of issues and substantial identity of parties; applicability of analogous Indian CPC authorities.
7 September 2007
Absence of a board resolution to sue is not a preliminary objection and requires evidentiary inquiry.
Company law — Authority to sue — Board resolution — Whether lack of resolution is a preliminary objection or requires evidential inquiry; Mukisa test for preliminary objections; distinction from Bugere Coffee Growers.
7 September 2007
August 2007
Plaintiff failed to prove ownership or unlawful possession; police custody and pending investigation justified defendant's conduct, claim dismissed with costs.
* Civil procedure – burden of proof and ownership claims; police investigation impact on civil recovery. * Possession – lawful storage under police order does not constitute unlawful possession by a third party. * Defamation – publisher must be joined; justification may arise from involvement of police and pending investigations. * Damages – special damages must be specifically pleaded and proved.
21 August 2007
Court granted leave to serve interrogatories as necessary, not oppressive, and ordered answers within four weeks.
Civil procedure – Interrogatories – Leave to serve interrogatories under Order XI – Discretionary remedy – Must be necessary, not prolix, oppressive or fishing – Questions must relate closely to matters in issue and seek facts rather than legal conclusions.
13 August 2007
Reported
Whether correspondence and part performance created a binding sale and liability for delayed delivery of bitumen.
Contract formation — correspondence + part performance can create binding sale; Sale of Goods Act — reasonable price may be implied; time of essence — delivery schedule was condition; breach — short delivery by supplier entitles buyer to damages; remoteness and proof — special damages must be strictly proved; counterclaim — unpaid invoices recoverable, demurrage claims dismissed for lack of proof.
3 August 2007
Whether exchanged correspondence plus partial performance created a binding sale and liability for late/short delivery.
Contract formation — correspondence and conduct — performance can complete negotiations; bank guarantee as consideration; sale of goods — terms may be implied (price, delivery schedule); certainty — partly executed contract not void; time of essence; breach — short and late delivery; measure of damages — special damages and market-price differential; counterclaim — unpaid invoices recoverable, other special claims dismissed for lack of proof; set-off not available where plaintiff’s damages unascertained.
3 August 2007
Counsel's engagement in the Court of Appeal can constitute sufficient cause to set aside an ex parte High Court judgment, subject to costs.
Civil procedure – setting aside ex parte judgment – Order IX r 13(1) CPC; "sufficient cause" a question of fact; attendance in higher court as cause; negligence compensable by costs; evidentiary burden where authenticity of annexures disputed.
1 August 2007
July 2007
The respondent's preliminary objections requiring factual examination of a bill of lading cannot be sustained as pure points of law.
* Civil procedure – Preliminary objections – Whether an objection that requires examination of documentary evidence (bill of lading) is a pure point of law – application of Mukisa Biscuit principle. * Cause of action – Determination requires evidence where bill of lading is central. * Abuse of process – objection interlinked with factual issues cannot stand alone.
30 July 2007
Notice of intention to revoke was lawful; payment of renewal fee alone did not guarantee licence renewal; claims dismissed.
Gaming law – notice of intention to revoke (s.24(1)) lawful as procedural step; amendment to s.20 does not entitle automatic renewal by fee payment; licence renewal subject to statutory/regulatory and contractual conditions (performance, vetting, audited accounts, performance bond); status quo under related suit unavailable where interim order stayed and issues differ; regulatory duty of Gaming Board; failure to prove loss/damages.
26 July 2007
The court struck out the applicant's suit for want of pecuniary jurisdiction, excluding general damages from the jurisdictional calculation.
Civil procedure — Pecuniary jurisdiction — Determination based on substantive claim; quantified general damages not to be included — General damages discretionary — Suit struck out for want of jurisdiction.
26 July 2007
June 2007
Court found Commercial Division jurisdiction over contract dispute and dismissed misjoinder objection, awarding costs.
Commercial Division jurisdiction—broad, non-exhaustive definition of 'commercial case' under Rule 5A; contract-related claims of commercial significance fall within jurisdiction; misjoinder—causes arising from same transaction may be joined; preliminary objections dismissed with costs.
25 June 2007
Prior unregistered local use and affiliated bad-faith registration justify expungement of a trademark; account of profits denied.
* Trade marks – cancellation/expungement – wrongful registration where third-party prior unregistered use exists – s.36 Trade and Service Marks Act. * Agency/representation and affiliation – registrations by affiliates/representatives without authorization may be set aside. * Territoriality of trade mark rights – prior local use can bar later registration. * Remedies – judicial power to rectify register; account of profits not provided by s.36.
18 June 2007
High Court lacked jurisdiction to grant interlocutory relief on a matter already the subject of an appeal; application struck out with costs.
* Civil procedure – Jurisdiction – effect of pending appeal – High Court’s jurisdiction ceases for matters subject to appeal; functus officio applies. * Civil procedure – Interlocutory relief – Section 68(e) Civil Procedure Code cannot be invoked alone; applicant must cite specific interlocutory order and applicable rules (e.g. Order XXXVII). * Civil procedure – Enforcement of orders – protecting court orders pending appeal should be pursued by contempt proceedings, not by interlocutory injunctions affecting appellate proceedings.
5 June 2007
May 2007
Challenges to a company’s authority and affidavit defects raised factual issues; unsigned verification clause and argumentative paragraphs must be amended.
* Commercial procedure – Trade mark infringement – Pleadings – whether plaint discloses cause of action under Trade and Service Marks Act – defects curable by amendment. * Company law/procedure – whether board resolution authorising suit is prerequisite – authority to sue is a factual issue not fit as preliminary objection. * Civil procedure – preliminary objections – disputes of fact and evidence cannot be decided at preliminary stage (Mukisa principle). * Interlocutory applications – affidavit requirements – signed verification clause and disclosure of sources of information are essential; defects may be amended or defective paragraphs expunged.
31 May 2007
Preliminary objections raising factual issues (contract consideration) dismissed; such matters are not pure points of law.
Civil procedure – Preliminary objections – Requirement that objections raise pure points of law; factual questions requiring evidence cannot be decided summarily (Mukisa Biscuit test); plaint discloses cause of action – Order VII r.1; procedural pleading of preliminary objections – Order VIII r.2 (notice may cure technical non-compliance).
21 May 2007
Failure to annex copies certified by the petitioner or advocate under Rule 8 renders an arbitration petition incompetent and liable to be struck out.
Arbitration — procedural compliance — Rule 8 Arbitration Rules — mandatory certification of annexed submission/award by petitioner or advocate — verifying affidavit insufficient — petition struck out.
21 May 2007
Applicant substituted in arbitration must be joined to removal petition because its rights are directly affected and require hearing.
Arbitration law – Joinder of parties – Necessary/interested party – Right to be heard – Substitution of claimant by arbitrators – Removal of arbitrators under s.18.
14 May 2007
An advocate-sworn affidavit breached Order XIX Rule 3, and a substantive leave application was struck out with costs.
Civil Procedure – Affidavits – Order XIX Rule 3(1) – affidavits must be confined to facts deponent can prove from personal knowledge – advocate cannot ordinarily swear affidavit for applicant where facts are not within advocate's knowledge; Interlocutory exception – statements of belief permitted only where grounds of belief disclosed; Substantive vs interlocutory applications – leave to sue public corporation is substantive; Amendment – wrong deponent not curable by amendment in these circumstances.
10 May 2007
A defendant who takes steps in proceedings may waive objection to improper summary procedure; defective counterclaim struck out.
Order XXXV (summary procedure) – requirements for suits on bills of exchange/cheques; waiver of procedural objections by taking steps in proceedings; counterclaim as cross-suit – compliance with Order VII particulars and disclosure of cause of action; striking out for abuse of process.
7 May 2007
April 2007
Delay in meter connection was justified by unresolved questions over ownership of materials; neither party proved their damages.
* Commercial/contractual relations – supplier-subcontractor obligations; pre-connection inspections and conditions for electricity supply. * Evidence – burden of proof in civil claims; party relying on fact within its knowledge must prove it. * Property/ownership of materials – requirement to prove lawful acquisition and provenance. * Defamation – elements (defamatory meaning, reference, publication/malice) and contextual justification. * Damages – special damages must be specifically pleaded and proved.
18 April 2007
A minor may sue to recover beneficial contractual rights; next-friend titling defects are curable by amendment.
Minor contracts – capacity and ability to recover benefits; joinder of parties under Order I Rule 3; procedural requirements for suits by minors (Order 31 Rule 1) – title defect curable by amendment.
16 April 2007
Reported
Settlement incorporated in a court decree is valid; share transfer upheld; plaintiff liable for unlawful interference with company business.
Company law – enforceability of settlement incorporated in court decree – effect of decree on collateral challenge; Contract law – economic duress and burden of proof; Company shares – legality of share transfer and payment by set‑off/commission; Civil procedure – effect of lost electronic record and recall of witness; Tort/Corporate governance – unlawful interference with company business; Remedies – declaration, injunction, general damages and costs.
5 April 2007
Section 8 res sub judice applies only where the entire subject matter and party title are identical; preliminary objection dismissed.
* Civil Procedure Act s.8 – res sub judice – whether matter in issue in subsequent suit is directly and substantially the same as in prior suit – requires identity of entire subject matter and same title. * Distinction between common issues and identical subject matter – Jadva Karsan v Haman Singh Bhogal applied. * Procedural position/title of parties relevant to s.8 application.
4 April 2007
March 2007
Court granted ex parte interlocutory injunction restraining bank from enforcing securities pending trial due to irreparable harm.
* Commercial law – interim relief – temporary injunction – requirements: serious triable issue, risk of irreparable harm, balance of convenience. * Civil procedure – ex parte interlocutory hearing – permissible where main suit proceeds ex parte and service would serve no useful purpose. * Security enforcement – restraint on appointment of receiver and realisation of securities pending trial.
30 March 2007
Leave to defend under summary suit refused where defendant’s conduct and omissions negated any credible triable issue.
Summary procedure (Order XXXV) – leave to defend – triable issue test – credibility assessed by conduct, timing of complaint and omissions; partial payment and promise to pay vs later claim of unfitness.
29 March 2007
Reported
Court struck out suit for lack of pecuniary jurisdiction because unascertained loss‑of‑use claims cannot confer High Court jurisdiction.
* Civil procedure – Pecuniary jurisdiction – Commercial Division limited to claims exceeding Tshs.30,000,000 (movables) – unascertained or general-damage-type claims excluded from jurisdictional computation. * Pleadings – typographical errors may be corrected but unpleaded speculative computations cannot be used to confer jurisdiction. * Jurisdiction – may be raised and decided suo motu at any stage, even after trial.
27 March 2007
A registered trade mark proprietor established a prima facie case and obtained a limited interim injunction against alleged counterfeit sales.
* Trade marks – interim injunction – prima facie entitlement to protect registered trade marks; registration is prima facie evidence under s.50 Trade and Service Marks Act. * Interim relief – Atilio v Mbowe test (prima facie case, irreparable harm, balance of convenience). * Reliefs refused – delivery up and search/entry orders require stronger evidential basis than presented on interlocutory application.
26 March 2007
Applicant denied leave to amend defence and to vary schedule; proposed amendments were omnibus and evidential, not necessary.
* Civil procedure – Amendment of pleadings – Order 6 Rule 17 – amendments to determine real questions in controversy – discretion to refuse omnibus or unnecessary amendments; * Pleadings vs evidence – proposed factual additions that are evidential should be led at trial not by broad amendment; * Scheduling orders – leave to depart depends on grant of leave to amend; * Retrial ordered where trial court relied on documents not tendered as exhibits.
19 March 2007
Court rules on procedural impropriety in filing preliminary objections under Civil Procedure Code.
Preliminary objections – procedural compliance – land jurisdiction – improper joinder of parties – raising legal points – Advocates Act
16 March 2007
A petition to set aside an arbitration award must be filed within 30 days; late petitions are dismissed as time-barred.
* Arbitration — application to set aside award under ss.15–16 Arbitration Act — limitation period. * Law of Limitation Act, First Schedule Part III, item 2 governs petitions to set aside awards — 30 days. * Time runs from date of publication/revision of award (here revised 11/7/2006). * Proceedings instituted out of time must be dismissed under s.3(1) Law of Limitation Act.
2 March 2007
February 2007
Court dismissed preliminary objections, holding procedural affidavit defects assessable on substance not as pure points of law.
Civil procedure – preliminary objections – distinction between pure points of law and issues requiring evidence; affidavits – substance over form; failure to sign verification clause not necessarily fatal where deponent swore before notary; authority permitting curing of procedural defects.
20 February 2007
Aliases in amended plaint permitted; fraud allegation raises factual issues requiring trial, so objections dismissed with costs.
Civil procedure — preliminary objections — amendments to plaint under Order VI r.17 — inclusion of aliases permissible under prior order requiring "necessary amendments" — fraud allegation raises factual issues requiring trial, not a pure point of law — objections dismissed with costs.
19 February 2007
Applicant’s failure to exhaust statutory and administrative remedies barred discretionary writs challenging customs seizure.
* Judicial review — discretionary prerogative writs (mandamus, certiorari, prohibition) — discretion and limits * Administrative law — exhaustion of statutory/administrative remedies — section 218 EAC Customs Management Act, 2004 * Customs law — seizure of goods — compounding of offences and administrative remedy * Procedural fairness — error apparent on face of record and breach of natural justice as grounds for certiorari
14 February 2007
January 2007
Court set aside ex parte decree due to doubtful service and granted defendants leave to defend subject to a deposit.
Civil Procedure — Order XXXV Rule 4 — Setting aside ex parte decree — "Special circumstances" required — Proper service of summons on company versus individual directors — Leave to defend subject to deposit condition.
30 January 2007
Whether a tender challenge for sale of factory assets is a commercial matter within Commercial Division jurisdiction, not a land dispute.
Jurisdiction — Commercial Division v Land Division — Whether tender challenge over sale of factory assets is a land dispute under Land Act s.167 or a commercial matter; definition of commercial case; National Westminster Bank v Kitch distinction where land security is not relied upon.
30 January 2007
A factual issue of contract cannot be determined on preliminary objection; the applicant's Order 37 application sought final relief and was dismissed.
Civil procedure – preliminary objections must raise pure points of law not factual disputes (Mukisa Biscuit); Order I Rule 3 – joinder proper where claims arise from same transaction and common questions of law or fact; Order 37 Rule 10 – interlocutory procedure cannot be used to obtain final substantive relief.
26 January 2007
Consent decree in earlier trademark suit bars relitigation; court had jurisdiction but dismissed the suit as res judicata.
* Civil procedure – territorial jurisdiction – section 18 – cause of action arising in Dar es Salaam establishes jurisdiction. * Civil procedure – res judicata – consent decree following settlement binds parties and bars subsequent suit on same matter. * Trade mark infringement – prior settlement restraining use of mark prevents relitigation of same issue.
22 January 2007