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.

79 judgments
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79 judgments
Citation
Judgment date
December 2012
Court dismisses challenge and registers foreign ICA appeal award; chairman/secretary signature valid and merits are not for court review.
Arbitration — Enforcement of foreign award — Applicable ICA bylaws — Signature requirements for appeal awards (Bylaw 346) — Jurisdiction to review merits — Section 30(2) Arbitration Act grounds for refusing enforcement.
14 December 2012
Plaintiff proved unpaid invoices; defendant failed to prove alleged fraud; damages, interest and costs awarded.
Commercial law – unpaid invoices – reliance on invoices, purchase orders and delivery notes; burden of proof shifts once supply is established; counterclaim alleging fraud requires higher standard of proof and must be substantiated by material witnesses and documents; failure to call material witnesses or tender investigation reports weakens fraud allegations.
14 December 2012
Applicant repaid loan; respondent wrongfully withheld a title deed—court orders release and awards general damages.
Commercial law – Loan facility and securities – Facility Letter requiring certificates of title, debenture and guarantees; proof of repayment; bank's duty to safeguard customer documents; withholding of certificate of title; failure to prove special and aggravated damages; award of general damages and release of title.
14 December 2012
Response to Rule 10 notice under Arbitration Rules must be by petition, not affidavit; defective affidavit struck and award registered.
Arbitration — Procedure for challenging presentation/filing of arbitral award — Rule 5 et seq. Arbitration Rules — Response must be by petition, not affidavit; procedural defects incurable — Distinction between filing/presentation and registration as Court decree — Limited grounds to set aside under section 16 Arbitration Act.
14 December 2012
Applicant failed to prove a contract of sale; claim dismissed with costs.
Contract formation — requirement of offer, acceptance and proof; Sale of Goods Act s.6(1) — writing requirement for contracts of sale; evidentiary weight of invoices and settlement agreements; proof of signature and authority; corporate capacity and BRELA search as evidence of directors/shareholders; civil standard of proof (balance of probabilities).
14 December 2012
Court struck mis‑pleaded officer's name; suit proceeds against district council; deed of guarantee need not be compulsorily registered.
Guarantee – nature and effect – Deed of guarantee is security and not a non‑testamentary document acknowledging receipt/payment; Registration of Documents Act s.8(1) – not compulsorily registrable; Pleading – mis‑description of party (officer title) may be struck out/amended; Preliminary objection – questions of authorization and signature are factual and not for summary disposal; Failure to prosecute preliminary points leads to dismissal.
14 December 2012
The plaintiff lawfully repossessed and sold leased vehicles; defendants are jointly liable for the unpaid balance.
Leasing and finance law – repossession and disposition of leased assets; Financial Leasing Act ss.13–14; tax invoice/VAT entitlement – requirement of eligibility and request; suretyship and guarantor liability – Law of Contract Act s.80; assessment of outstanding indebtedness after set-off of sale proceeds.
13 December 2012
Jurisdictional and limitation clauses in a bill of lading require factual proof and cannot be decided on preliminary objection; second defendant struck out.
* Commercial law – carriage of goods by sea – applicability and proof of bill of lading terms – choice-of-law and exclusive jurisdiction clauses require factual proof before enforcement. * Civil procedure – preliminary objections – objections that depend on disputed facts or documents are not pure points of law and cannot be decided summarily (Mukisa principle). * Limitation – contractual or convention time-bars in bills of lading vs statutory limitation require evidential determination. * Agency – disclosed agent cannot be sued where claim properly lies against principal.
5 December 2012
November 2012
Bank negligently honoured a forged transfer instruction, breaching contract; applicant awarded restitution, interest and costs.
* Banking law – bank’s duty of care – obligation to act only on proper and verifiable instructions from authorised signatories and to make adequate inquiry where doubt exists. * Negligence – bank liable for negligence where it honors forged or unauthorised transfer without reasonable verification. * Contract – wrongful debiting of customer’s account without authority constitutes breach of contract. * Evidence – handwriting expert report accepted where validity not challenged; relevance considered by the court.
30 November 2012
Application to lift garnishee order dismissed but decretal sum recalculated using simple interest; respondent awarded costs.
Civil procedure – Garnishee orders – lifting or variation – applicability of section 95 (inherent powers) where no specific Code provision; Contract construction – silence as to mode of interest – simple interest applies unless contract/nature compels compound interest; Locus and parties in garnishee proceedings – judgment debtor disputes over computation; Burden of proof as to subsequent events (order made absolute).
28 November 2012
Applicant failed to prove the mark was well-known or registered in Tanzania, nor that "FLOR" is confusingly similar to "FLOR DE CANA".
Trade marks – rectification under s.36 Trade and Service Marks Act – procedure for court applications; well-known marks – requirement of local fame, duration and promotion; territorial nature of trade mark registration and need for Registrar's certificate; likelihood of confusion – comparison as whole and consumer perception.
28 November 2012
An arbitral award obtained without joining or properly representing the government's legal representative is improperly procured and set aside.
Arbitration — Government as party — Arbitration Act s.22 applies to government arbitrations; Government Proceedings Act s.10 requires proceedings by/against the Attorney General; 90‑day notice requirement; failure to join or have Attorney General properly represent the government renders award improperly procured; Court may set aside award under Arbitration Act s.16; remission under s.15 inappropriate where award improperly procured.
28 November 2012
Failure to plead facts showing jurisdiction under Order VII r.1(f) rendered the plaint incurably defective and struck out with costs.
Civil procedure – Order VII r.1(f) CPC – plaint must plead facts showing court's jurisdiction; mere assertion or pecuniary allegation insufficient; vital procedural requirement; omission fatal and plaint struck out with costs; leave to refile permitted.
22 November 2012
Plaintiff failed to prove outstanding indebtedness; inconsistent accounts and release of securities defeated the bank's claim.
Civil procedure – burden of proof in debt claims; failure to prove quantum of indebtedness; inconsistent pleadings and evidence; effect of unconditional release of securities and written-off accounts on recovery.
21 November 2012
Extension of time to appeal will be refused absent sufficient explanation and particularised allegations of illegality.
* Appellate procedure – extension of time under s.11(1) Appellate Jurisdiction Act – discretion to extend time must be exercised judicially and requires sufficient cause. * Sufficiency of reasons – delay must be explained; mere allegations of illegality or concealment require particulars. * Counsel’s error/non-attendance – not automatically privileged or sufficient ground for extension.
21 November 2012
Ex parte decrees may be appealed on merits; no cross‑examination if no written defence; specific damages require pleading and proof.
Civil procedure – ex parte decrees – appealability of ex parte original decrees under s.70(2) of the Civil Procedure Code – right to cross‑examine at ex parte proof where no written statement of defence filed – pleadings and proof of specific (special) damages – requirement that special damages be particularized and strictly proved.
20 November 2012
Applicant entitled to refund and interest after respondent breached sale contract by delivering a defective, stolen vehicle.
Sale of goods – acceptance and rejection of goods – buyer not deemed to have accepted until reasonable opportunity to examine; delivery of defective and stolen vehicle – breach of contract; remedies – refund of purchase price and interest; general damages require evidential basis.
19 November 2012
Buyer entitled to refund and interest where seller delivered a defective, stolen vehicle and failed to replace or refund.
Sale of Goods – buyer's right to reject goods not previously examined; acceptance and transfer of property; seller's risk. Contract breach – failure to replace or refund within agreed period. Remedies – repayment of purchase price, commercial interest from date of agreement, post-judgment interest and costs. Insufficient evidence – refusal to award general damages.
19 November 2012
A seller validly rescinded a land sale after the purchaser failed to pay the balance and obtain required consent, awarding general damages.
Contract — sale of land — option to purchase — time of the essence — purchaser's failure to pay balance and obtain Commissioner for Lands' consent — seller's lawful rescission — assessment of damages; counter-claim for return of earnest money and incidental costs dismissed when non-completion caused by purchaser's breach; special damages must be pleaded and proved; punitive damages require bad faith.
8 November 2012
October 2012
Supplier entitled to unpaid principal and interest for delivered goods; general and punitive damages denied.
* Contract law – formation by invoice, local purchase order and delivery notes – existence of binding contract. * Breach – failure to pay for goods delivered – financial difficulty not a legal excuse for non-payment. * Remedies – plaintiff entitled only to payment for goods delivered; general and punitive damages denied for lack of proof. * Interest – commercial pre-judgment interest must be contractual or proved; court may exercise discretion to award reasonable pre-judgment rate; post-judgment interest limited by Order XX Rule 21 (7–12%).
30 October 2012
Applicant failed to cite the Limitation Act; application struck out for not properly moving the court.
* Civil procedure – preliminary objections – applicability of Section 19 (place of suing) to objections against Taxing Master's decisions. * Advocates Remuneration and Taxation of Costs Rules – Rule 5(1) (referral of objection) and Rule 6(1) (extension of time). * Limitation law – necessity to cite Law of Limitation (Schedule Part III, s.21) when seeking extension of time to file objection. * Functus officio – striking out of prior application as procedural does not render court functus officio. * Procedural compliance – court must be properly moved; failure to cite enabling statute is fatal.
30 October 2012
Petition for letters of administration dismissed where matter was sub judice and petitioner concealed prior proceedings.
Probate and administration — entitlement to letters of administration — effect of prior proceedings and appeal order directing rehearing (sub judice) — petitioner’s concealment/false statements as ground for dismissal — Primary Court exclusive jurisdiction for customary/Islamic estate matters absent High Court direction.
19 October 2012
Claim dismissed where applicant failed to prove a contract or agency relationship between it and the respondent.
* Contract formation – whether a contract existed between buyer and named foreign supplier where proforma invoice issued by intermediary. * Agency – whether naming a party as "beneficiary" on a proforma invoice establishes agency; burden of proof lies on claimant. * Evidence – proforma invoice and testimony insufficient to prove agency or direct contractual relationship. * Remedy – absence of contractual relationship precludes claim for breach and associated damages.
19 October 2012
A miscellaneous application against an urban authority is a "suit" requiring a 30‑day notice; non‑compliance is fatal.
Local Government (Urban Authorities) Act s106(1) – mandatory one-month written notice to urban authority before commencing suit; "Suit" defined broadly to include chamber summons/miscellaneous applications; competency of proceedings; Civil Procedure Code (modes of instituting suits).
3 October 2012
September 2012
Plaintiff failed to prove an oral loan; dishonoured cheque alone insufficient, claim dismissed with no costs.
Civil procedure – ex parte proof; Contract law – oral loan agreement; Evidence – burden and corroboration; Dishonoured cheque insufficiency to prove contract; Bills of Exchange Act – demand notice without proof of service.
28 September 2012
Plaintiff failed to prove alleged dishonoured telegraphic transfers; goods were delivered but claim dismissed for lack of proof.
* Commercial law – sale of goods – delivery – proof of delivery by invoices and delivery orders.* Evidence – proof of payment – distinction between telegraphic transfer and cheque; need for bank endorsements/pay‑in slips to prove presentation and dishonour.* Civil procedure – pleading – counterclaim/set‑off must be pleaded; unpleaded set‑off cannot succeed.* Evidence – burden of proof on party claiming payment was not made for commercial transactions.* Assessors – court considered assessor's opinion in evaluating documentary evidence.
7 September 2012
A petition to set aside an arbitral award is incompetent if the arbitrator has not filed the award in court and given notice.
Arbitration — procedure to challenge arbitral award — mandatory requirement that arbitrator files award in court and notifies parties (Arbitration Act s.12(2); Arbitration Rules r.4) — petition filed before filing/notice is incompetent — limitation/commencement tied to filing/notice.
7 September 2012
A Rule 88 application to set aside a sale for fraud or material irregularity need not comply with Rule 87 deposit requirements.
Civil procedure – Order XXI Rule 88(1) – Setting aside sale for material irregularity or fraud – Whether Rule 87(1)(a)&(b) deposit requirements apply – Rule 87(2) bars concurrent proceedings – Rules 87 and 88 construed in isolation to protect different interests.
5 September 2012
August 2012
Court allowed late third‑party impleader and departed from scheduling order; oath/affirmation irregularity not fatal.
Civil procedure — Third party notice — Order I r14 and r17 — Power to grant leave discretionary — Order VIIIA r4 — Departure from scheduling order allowed if necessary in interests of justice — Oaths and Statutory Declarations Act s9 — Substitution of oath/affirmation not fatal — Failure to annex document affects weight, not validity.
17 August 2012
Plaintiff's loan claim dismissed where the critical written loan agreement was not produced, so burden of proof was unmet.
Civil procedure – burden of proof on balance of probabilities; ex parte proceedings – claimant must still prove case; contract evidence – requirement to produce critical written agreement to establish existence and terms; loan agreements – failure to tender agreement defeats claim for breach and remedies.
17 August 2012
Judgment debtors given four months to pay decretal sum or face civil imprisonment for failure to comply.
Order XXI Rule 35 — Execution by committal — prerequisites for arrest and detention of judgment debtor; requirement to show debtor’s means to pay or risk of absconding; notice to show cause; discretion to grant time for repayment.
16 August 2012
A witness may refresh memory from a dynamic electronic bank statement under s168(2) despite not being its original maker.
* Evidence — refreshing memory — sections 168(1) and 168(2) Evidence Act — "himself" refers to a natural person (witness) not a legal entity. * Electronic evidence — bank statements as dynamic computer-generated records — admissibility for memory-refreshing under s168(2) despite earlier preparation. * Judicial powers — section 176 confers broad questioning powers and limits parties' objections to court questions.
9 August 2012
July 2012
High Court may hear stay of execution where notice of appeal lodged; cited CPC provisions were inapplicable, application struck out with costs.
Commercial procedure – stay of execution – concurrent jurisdiction of High Court and Court of Appeal under Court of Appeal Rules (Rule 11(2)(b), Rule 83) – Order XXI Rule 24(1) inapplicable where decree not sent for execution – Order XXI Rule 27 requires a pending suit against decree-holder – s.95 CPC not available where specific rules exist.
31 July 2012
A party who files a defence or otherwise takes steps in proceedings waives the right to stay the suit in favour of arbitration.
Arbitration law — Arbitration Act s.6 — Stay of proceedings where matter agreed to be referred — Requirement to apply after appearance and before filing defence; waiver by taking steps in proceedings; procedural requirements under Arbitration Rules GN. 427/1957; preliminary objection inappropriate vehicle to obtain stay.
24 July 2012
An arbitral award is unenforceable where the applicant never consented to the arbitration agreement.
Arbitration — enforcement of foreign award — jurisdiction depends on consensual arbitration agreement; acceptance must be communicated; silence is not acceptance; Arbitration Act s30(1) and New York Convention (Article V) conditions for recognition; award unenforceable if not made pursuant to a valid arbitration agreement; public policy and error on face of award considerations.
11 July 2012
A plaint based on a company board resolution and annexures disclosed a cause of action under the indoor management rule.
Civil procedure – Order VII r.1(e) – cause of action; Companies law – board resolution; Indoor management (Turquand rule) – section 37 Companies Act; Preliminary objection – factual disputes reserved for trial; Security – company property (title deed) relied upon as collateral.
10 July 2012
Failure to plead when the cause of action accrued prevented assessment of limitation and warranted striking out the contract claim.
* Limitation — contract claims — six‑year period under Limitation Act — necessity to plead when cause of action accrued. * Pleading — cause of action must be disclosed with dates and essential particulars; court determines limitation from plaint alone. * Defective plaint — inconsistent dates, missing contract terms and earlier ruling — failure to plead dates justifies striking out. * Preliminary objection (time bar) upheld; misjoinder point withdrawn.
2 July 2012
June 2012
Applicant failed to prove surveyed plots were subject to attachment; objection dismissed as misdirected and moot.
* Civil Procedure – Order XXI Rules 57–59 CPC – objection to attachment – claimant must show interest or possession at time of attachment. * Execution proceedings – identification of property in warrant/proclamation – misidentification or different plot numbers defeats objection. * Mootness – sale and issuance of certificate of sale may overtake relief to lift attachment.
27 June 2012
Late production of a pay-in slip refused: no sufficient "good cause" and admission would prejudice respondent.
Civil Procedure – Order XIII Rules 1 and 2 – Late production of documentary evidence – "Good cause" required for non-production at first hearing – Court discretion; prejudice to adverse party; uncertified copy and alternatives (bank copy/statement) relevant to assessing good cause.
21 June 2012
Court extended expired scheduling order 12 months, ruling speed-track runs from filing and permitting departure in interest of justice.
Civil procedure — Scheduling orders/speed-track (Order VIII A) — expiry and consequences; Rule 4 Order VIII A — departure only in interest of justice; commencement of suit for speed-track — filing of plaint; incorrect citation of procedural provisions — can be ignored if substance allows; section 95 CPC — court’s remedial power to extend time/regularize proceedings; party conduct and blame for delay — relevant to relief.
20 June 2012
Application to stay proceedings for arbitration dismissed due to procedural defects and waiver by the applicant's litigation conduct.
Arbitration — stay of proceedings under s.6 Arbitration Act; proper procedural form (petition) under Arbitration Rules; timing requirement — apply after appearance but before taking steps; waiver by litigation conduct and admissions; separability of arbitration clause (survival after contract expiry).
20 June 2012
A mortgage procured by fraud is void against the owner; lender may recover from borrower who affirmed the contract.
Contract law – mortgage – alleged forgery/fraud in execution of mortgage deed; evidence and forensic handwriting comparison; burden of proof in civil fraud (s.110 Evidence Act); effect of fraud on consent (ss.17,19 Law of Contract Act) – voidable contracts and timely repudiation; lender’s remedy against borrowing party who affirmed the contract; reliefs and interest awarded.
14 June 2012
Failure to file pleadings with original signatures and proper verification is fatal; non‑compliance led to striking out the suit with costs.
Commercial procedure — pleading formalities — scanned signatures versus original signatures; verification clause must state place and date; court fees for annexures are payable but deficiency may be cured; documents filed without leave can be expunged; duplication of applications may amount to abuse of process; unproven allegations of tampering require specific evidence.
11 June 2012
Court held defendants jointly liable for proved debts (Tshs.67,275,000) with contractual and post-judgment interest and costs.
Commercial law – unpaid supplies and dishonoured cheques; corporate identity and estoppel; directors’ connection to company obligations; proof of indebtedness; agreed contractual interest and post-judgment interest; relief limited to pleaded and proved sums.
11 June 2012
May 2012
A collecting bank liable for negligence when failing to properly endorse and safeguard a deposited cheque, causing loss.
Banking law – collecting bank duty of care; endorsement and endorsement guarantee; representation of cheque clearance; loss of cheque in bank custody; negligence and damages; entitlement to interest and costs.
31 May 2012
Court taxed the bill of costs, allowing instruction fees without a demand letter and disallowing separate pre‑suit and VAT claims.
Costs – Bill of costs taxation – exchange‑rate computation; instruction fees – demand letter not prerequisite; pre‑suit consultation subsumed into instruction fees; plaint preparation limited to stationery reimbursements; attendances taxed as transport costs; VAT disallowed without evidence; disbursements allowed as presented.
31 May 2012
Review dismissed: subcontractors not parties, container-number dispute factual, security deposit valid.
Civil procedure — Review under Section 78(b) & Order XLII(1)(b) CPC — new evidence vs. documents already in party's possession; Contract formation — subcontractors not parties to principal oral contract; Contested facts — number of containers requires trial evidence; Security for costs — court’s discretionary deposit order valid.
29 May 2012
Review dismissed: no new evidence and no error apparent; deposit as security for costs upheld.
* Civil procedure — Review (Order XLII(1)(b), Sec.78 CPC) — grounds: discovery of new evidence; error apparent on face of record. * Contract — subcontractors v contracting party — subcontractors not parties to principal oral contract cannot claim direct contractual rights. * Evidence — document in party’s possession not ‘newly discovered’ for review. * Interim relief — court’s discretion to order deposit/security for costs (Order 25). * Disputed factual matters (number of containers) require trial evidence, not review remedy.
29 May 2012
Post-decree variation to pay an arbitration award by installments requires the decree holder's consent; application dismissed.
* Civil Procedure — Order XX Rule 11(1) & (2) — Court may order payment by installments at time of passing decree; post-decree variation requires decree holder's consent. * Arbitration — Award registration — unopposed award registered as decree. * Execution — Burden on judgment debtor to show sufficient reason for postponement or installments; failure to prosecute petition and lack of consent defeats post-decree application.
24 May 2012
High Court cannot stay execution pending an application for extension of time to lodge a notice of appeal; application dismissed.
Civil Procedure – Order XXXIX Rule 5 – Stay of execution pending appeal – No power to stay execution where no notice of appeal filed – Extension of time application does not trigger stay – Mandatory conditions for stay (substantial loss, no unreasonable delay, security) – "wishful thinking" appeal doctrine.
18 May 2012