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.

238 judgments
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238 judgments
Citation
Judgment date
December 2018
Borrower liable for unpaid overdraft; public auction sale not shown to be improperly undervalued; third‑party claim dismissed.
Banking law – overdraft facility – existence and breach of facility letter; Security – third‑party legal mortgage; Sale by public auction – presumption that auction price is best obtainable absent foul play; Valuation evidence – need for contemporaneous proof of market value; Relief – recovery of outstanding loan, contractual interest pre‑judgment, statutory interest post‑judgment; Third‑party claim – failure for lack of evidence.
14 December 2018
Borrower liable for unpaid overdraft; public auction sale upheld absent proof of undervalue or foul play.
Commercial law – loan/overdraft facility – existence and breach; mortgage security – third party mortgagor; sale by public auction – duty to obtain best price; evidentiary requirement for valuation; interest on decretal sums; dismissal of third-party claim.
14 December 2018
Unopposed winding-up petition granted; liquidator appointed with remuneration from sale proceeds; no costs ordered.
Companies law – Winding-up under section 281 – Unopposed petition – Interim provisional liquidator unnecessary – Appointment of liquidator from proposed list – Remuneration from assets proceeds – Service on Registrar of Companies – No order as to costs.
14 December 2018
Applicants lacked standing and failed to show a dispute under section 38(1) CPC; receivership challenge dismissed with costs.
Civil Procedure – section 38(1) CPC – scope limited to parties or their representatives and disputes about execution/discharge/satisfaction of a decree; Locus standi – company separate legal entity; Directors must prove representative capacity; Enforcement of debenture rights – creditor may appoint receivers independent of decree enforcement; Challenge to receivership – by suit, not section 38(1) application.
13 December 2018
Court refused extension to file another witness statement, struck out sole evidence and dismissed the suit for want of evidence.
* Commercial Procedure Rules – evidence-in-chief by witness statement – duty under Rule 56(1) to cause witness to attend for cross-examination. * Rule 56(2) – failure to appear for cross-examination – striking out witness statement absent exceptional reasons. * Proof of service – need for return of summons and affidavit (Order XVI r.8 & Order V r.16 CPA); submissions at the bar are not evidence. * Extension of time – discretionary relief requiring sufficient cause; prejudice to opposing party considered. * Consequence – striking out sole witness statement may lead to dismissal for lack of evidence (Order XVII r.3 CPA).
13 December 2018
Plaintiff breached a lease after takeover; defendant lawfully repossessed equipment and recovered arrears, interest, and costs.
* Contract law – Lease takeover/assignment – validity of commitment letter and incorporation of rental schedules; * Breach of contract – non-payment of rentals and part-payment obligation; * Repossession – express contractual right to repossess equipment without further notice on default; * Remedies – award of arrears, commercial interest pre-judgment, court rate post-judgment, surrender of leased equipment, and costs; * Evidence – documentary proof and correction of typographical error.
10 December 2018
Failure to annex certified copies of the arbitration submission and award renders the petition incompetent and is struck out with costs.
* Arbitration — Arbitration Rules, GN No. 427 of 1957 — Rule 8 — Mandatory requirement to annex certified copy of submission and award to petition. * Civil procedure — Competence of proceedings — Failure to comply with mandatory procedural requirements renders petition incompetent. * Relief — Petition challenging arbitral award — struck out with costs for non-compliance with Rule 8.
7 December 2018
The applicant was entitled to arrest and detain the respondents for failing to satisfy a money decree.
* Civil procedure – execution of decree – arrest and detention in civil prison as a mode of execution under Section 42 of the Civil Procedure Act. * Order XXI Rule 39 – factors to consider before ordering arrest: means to pay, concealment, preference to other creditors, likelihood of absconding. * Attachment – sufficiency of information on assets and inability to attach property of non-parties. * Enforcement – no statutory requirement to exhaust attachment and sale before ordering arrest and detention.
7 December 2018
Registered share transfer governs dividend entitlement; private arrangement void and dividends wrongly withheld.
Company law  shareholding proof; enforceability of private agreement vs registered company returns; entitlement to dividends only as declared; burden to plead and strictly prove special damages; withholding dividends to offset transferor's tax liability unlawful.
7 December 2018
Leave to sell goods under a warrant of distress will not be granted during a pending administration petition absent compelling circumstances.
* Companies Act s.249(1)(c) – moratorium on proceedings and distress during administration petition – leave of court required to proceed; * Leave to proceed – discretionary, preserves status quo and collective creditor interests; * Perishability/storage claims – require compelling justification to lift moratorium; * Authorities: Re Atlantic Computer Systems; Re Rhoda Waste Disposal; principles of administration priority.
7 December 2018
Claims against directors/shareholders dismissed where plaintiff failed to establish grounds to lift the corporate veil.
Company law – separate legal personality – Salomon principle – corporate veil – lifting/piercing corporate veil requires special circumstances and sufficient evidence; failure to adduce such evidence precludes personal liability of directors/shareholders.
7 December 2018
Failure to file witness statements within Rule 49(2) led to dismissal for want of prosecution; Rule 50 and overriding objective did not rescue late filing.
Civil procedure — Commercial Division Rules — Rule 49(2) — Requirement to file witness statements within seven days after failed mediation; non-compliance leads to striking out; Rule 50 not a remedy outside final pre-trial conference; failure to file witness statements amounts to failure to prosecute; dismissal for want of prosecution; laches and overriding objective considered.
5 December 2018
A court-recorded deed of settlement under Order XXIII r.3 CPC replaces the prior decree, rendering review extension futile.
Civil procedure – Extension of time to file review – Compromise recorded under Order XXIII r.3 CPC – Effect of deed of settlement on prior decree – A recorded compromise replaces and extinguishes earlier decree; court cannot grant extension to review a non-existent decision; discretion to extend time and illegality exception noted.
4 December 2018
Petition to set aside arbitral award dismissed as time-barred; no extension of time granted.
* Arbitration – setting aside award under s.16 Arbitration Act – procedural grounds and time limits. * Limitation – computation of time – application of s.21(2) (time excluded while prosecuting another civil proceeding) versus s.22. * Civil procedure – requirement to apply for extension of time; court order permitting filing subject to laid down procedure does not imply leave to file out of time. * Jurisdictional and misconduct allegations against arbitrator – merits not considered when petition is time-barred.
3 December 2018
Court granted preservatory injunction to protect PV facility pending ICC arbitration, finding the facility integral to the disputed EPC agreement.
* Arbitration – interim and conservatory measures – Court’s power to grant preservatory orders pending arbitration – application of ICC Rules permitting local judicial interim relief. * Arbitration – subject matter – whether works/equipment produced under EPC Agreement constitute subject matter requiring preservation. * Interim relief – Atilio v Mbowe criteria (serious triable issue, irreparable harm, balance of convenience) applied in aid of arbitration. * Civil procedure – interlocutory determination limited; merits (breach) not to be decided when granting preservatory relief.
3 December 2018
November 2018
Oral variation of a written hire‑purchase agreement is inadmissible; non‑payment justified supplier’s repossession, suit dismissed.
Hire Purchase agreement – contractual instalments – alleged oral variation inadmissible under s.101(1) Evidence Act – non‑payment of agreed instalments – supplier’s right to repossess under contractual clause; special damages require evidential proof; ex parte proceedings – no order as to costs.
30 November 2018
Leave granted to appeal dismissal under rule 29(3); rule 29(4) does not preclude leave under section 5(1)(c).
Appellate Jurisdiction Act s5(1)(c) — leave to appeal from High Court; High Court (Commercial Division) Procedure Rules — rule 29(3) dismissal and rule 29(4) setting aside; timing of preliminary objections; construction of "decision/order" to include rulings; leave to appeal granted where arguable points of law exist.
30 November 2018
Leave to appeal granted where supporting affidavit raised arguable illegalities despite objections about party status and futility.
* Civil procedure – leave to appeal – grantable where intended appeal has reasonable prospects or proceedings show disturbing features; affidavit must disclose arguable illegalities. * Parties and locus – whether a non-party to original proceedings may seek leave to appeal; challenges to right to appeal are matters for appellate determination. * Preliminary objections – must be notified with particulars before being entertained. * Affidavit practice – objections to paras containing law/argument may be raised, but failure to expunge does not necessarily defeat leave.
28 November 2018
A review filed after 30 days from the order's extraction is time‑barred and dismissed with costs.
* Civil procedure – Review – Limitation: 30‑day period for review runs from date the order is extracted (prepared), not from when the party collected the drawn order. * Limitation law – Section 19(2) Law of Limitation Act: days for obtaining copy excluded only where applicable facts exist; not automatic if extraction date is earlier. * Preliminary objections – can be entertained if raised before hearing and no prejudice; additional points in submissions permissible where party can reply. * Procedural rules – Formatting under Rule 19(1) is administrative and not a pure point of law requiring evidence for determination. * Order XLII Rule 9 CPC – prevents endless re‑review but was not determinative here; time bar was dispositive.
28 November 2018
Court ordered amendment for misdescribed parties and directed plaintiff to pay defendant’s defence costs.
* Commercial law – preliminary objections – misjoinder and misdescription of parties – amendment of pleadings permitted to cure misdescription; * Civil procedure – Order 1 Rules 9 & 10 CPC – court’s power to add necessary parties but amendment preferable where primary defendant misdescribed; * Procedure – relief against non‑party requires joinder and a hearing; * Jurisdiction and arbitration objections raised but resolution deferred pending corrected pleadings.
28 November 2018
Summary judgment granted after defendants' defective leave applications struck out; bank awarded outstanding loan, interest and taxed costs.
Summary judgment – failure to obtain valid leave to appear and defend – Order XXXV r.2(2)(a) Civil Procedure Act – Rule 68(c) High Court (Commercial Division) Procedure Rules – recovery of guaranteed loan principal and contractual/penal and post-judgment interest – costs taxed.
26 November 2018
Court allowed amendment to add Attorney General non-joinder and notice grounds, ordering amended petition filed and costs.
* Arbitration – setting aside arbitral award – amendment of petition to add grounds of Attorney General non-joinder and failure to serve notice; * Civil procedure – amendment of pleadings – Order VI r.17 CPC and High Court (Commercial Division) Rules; * Government Proceedings Act – joinder/notice to Attorney General; * Amendment allowed where necessary to determine real controversy and without prejudice; * Costs and time for filing amended petition.
15 November 2018
A company shown by audited accounts and tax default to be unable to pay debts may be wound up under s.280(c).
Companies Act – winding up – inability to pay debts under s.280(c) – proof by audited financial statements and tax default; procedure – ex parte petition after advertisement and service; appointment of official receiver/liquidator; no costs ordered.
14 November 2018
Technical delay from a struck-out appeal justified extension of time to file appeal and obtain certified copies.
Extension of time – sufficient cause – technical delay caused by pursuing an appeal later struck out as incompetent due to unendorsed exhibits – discretion under Section 11(1) AJA – promptness and diligence required.
14 November 2018
Temporary injunction application struck out for failing to cite the correct statutory sub‑rule; costs awarded.
Commercial injunctions; Order XXXVII Rule 2(1) CPC; requirement to cite specific statutory provision; marginal notes not part of law; defective application; strike out with costs.
13 November 2018
Court refused to set aside dismissal where applicant repeatedly failed to appear and alleged a mistaken hearing time.
Commercial Division – Rule 43(2) High Court (Commercial Division) Procedure Rules GN 250/2012 – setting aside dismissal for want of prosecution – discretionary power – requires reason and justice – repeated non-appearance – mistake of hearing time insufficient without diligence.
13 November 2018
Extension of time refused because applicant failed to show sufficient cause and account for cumulative delays.
Extension of time – Law of Limitation s.14(1) & CPC s.95; requirement to show sufficient cause and account for each period of delay; no legal requirement to attach drawn order; counsel’s negligence and client’s lack of diligence not ordinarily sufficient cause; discretionary refusal where promptness not demonstrated.
12 November 2018
Unconditional leave to defend granted where applicants showed a bona fide triable issue over dishonoured cheques and consideration.
* Civil procedure – Summary procedure (Order XXXV) – Leave to appear and defend – Requirement of a bona fide triable issue; sham defence exception. * Negotiable instruments/contract – Dishonoured cheques – Need to prove consideration in main trial where drawer not party to underlying contract. * Arbitration – raised as a defence of premature suit but abandoned.
6 November 2018
Stay refused where claimed risk of double recovery was speculative and the issues form part of the defence, dismissing the application with costs.
* Civil procedure – Stay of proceedings – Whether pending administration of a debtor company justifies staying creditor’s suit – speculative risk of double recovery insufficient. * Guarantees/mortgages – Creditor’s right to pursue guarantors where borrower is under administration or insolvency proceedings. * Exercise of judicial discretion – Interlocutory stay refused where issues form part of defence and staying would delay justice.
1 November 2018
October 2018
Application to stay proceedings for arbitration dismissed because arbitration clause did not cover the pleaded claims and involved non-parties.
Arbitration — stay of court proceedings under rule 18, Second Schedule Civil Procedure Code — timing (cut-off at settlement of issues) — scope of arbitration clause in Inter‑Creditor Loan Agreement — arbitration clause not applicable to claims under separate loan facility, mortgage and guarantee agreements — non-parties to arbitration clause — multi-party litigation and practicality of partial referral to arbitration.
31 October 2018
An application for leave to appeal is incompetent where the impugned ruling is interlocutory and appeals are barred by statute.
Appellate jurisdiction – interlocutory decisions – section 5(2)(d) Appellate Jurisdiction Act (Cap 141) – appeals barred where decision does not finally determine suit – no jurisdiction to grant leave to appeal where right of appeal is excluded.
30 October 2018
Court adjourned committal proceedings because a timely application for stay of execution to the Court of Appeal was pending.
Execution of decree – Committal proceedings under Order XXI r35(1) – Effect of pending stay of execution application to Court of Appeal under Court of Appeal Rules r11(3)–(4) – Adjournment to avoid prejudice.
30 October 2018
Attorney General may be joined in proceedings if the Attorney General considers the matter involves public interest or public property.
Attorney General Act — sections 6, 8(1)(f) and 17 — joinder/appearance in proceedings where matter involves public interest or public property; right of audience vs. right to be joined; procedural requirements under section 17(2).
29 October 2018
The respondent supplied a non‑conforming generator; the applicant recovered the purchase price and interest, transport and punitive claims denied.
Sale of Goods – non‑conforming goods – description and implied condition that goods correspond with description (s15); acceptance requires reasonable opportunity to inspect (s36) – delivery note insufficient to rebut non‑conformity; specific damages proved for purchase price; interest awarded; transport claim dismissed for lack of receipts; punitive and general damages declined.
29 October 2018
Default judgment for recovery of unpaid personal loan: principal, default interest and post-judgment interest awarded to the plaintiff.
Commercial law – Default judgment under rule 22(1) – Recovery of unpaid personal loan under Group Personal Loan Agreement – Declaration of breach – Award of principal, default interest (24% p.a.) from write-off date, post‑judgment interest (12% p.a.) and costs.
24 October 2018
Applicant failed to show sufficient cause for extension; Section 21(1) inapplicable and delay was due to inaction.
Limitation of actions – extension of time under s.14(1) Law of Limitation Act; computation of limitation – s.21(1) exclusion applies only where other proceedings prosecuted in a court incompetent for want of jurisdiction; taxation of costs – pending leave to appeal in a competent court does not bar filing; delays caused by laxity/inaction are not sufficient cause.
23 October 2018
Applicant not cheque-holder and raised bona fide triable issues; granted unconditional leave to defend in summary suit.
Civil Procedure – Summary procedure (Order XXXV) – Leave to appear and defend – Requirement to disclose facts to prove consideration for dishonoured bill – Defendant not holder of bills – Letter of undertaking insufficient to ground summary suit – Bona fide triable issues warrant leave to defend.
23 October 2018
Failure to produce the sole witness for cross-examination resulted in striking out evidence and dismissal of the suit with costs.
Civil procedure – Commercial Division – Rule 56(1) and (2) – duty to cause witness to attend for cross-examination – striking out witness statement – dismissal of suit where sole evidence is excluded.
22 October 2018
Court dismissed the plaintiff’s suit for failure to prosecute and attend final pre-trial conference, awarding costs to defendants.
Commercial Division — Failure to prosecute — Repeated non-attendance at final pre-trial conference — Dismissal under Rule 31(1)(a) of GN.250/2012; Costs awarded to attending defendants.
22 October 2018
Whether an applicant’s appeal and belief of lost jurisdiction justified extension to file a defence; application dismissed.
Civil procedure – extension of time to file defence – applicability of rule 20 of Commercial Rules versus section 93 CPC – effect of lodging notice of appeal on trial court's jurisdiction – requirement to account for each day of delay and demonstrate promptness.
18 October 2018
An affidavit whose jurat omits date and place renders the applicant's summary-procedure application incompetent and liable to be struck out.
* Evidence — Affidavit jurat — omission of date/place (and deponent identification) — renders affidavit incurably defective; cannot support application. * Procedure — High Court (Commercial Division) Procedure Rules, GN No.250/2012, r.63 — power to strike out affidavits/applications that contravene law at any stage. * Competence of application — summary-procedure application founded on defective affidavit is incompetent and struck out.
18 October 2018
A late filing of a witness statement after the Rule 49 deadline is impermissible; extension refused and costs awarded.
* Commercial Division — Rule 49 — Evidence-in-chief by witness statement — strict compliance required; late filing prohibited after prescribed period or court-ordered extension. * Limitation law — Section 14(1) Law of Limitation Act not applicable to filing witness statements (they are neither appeals nor applications). * Civil Procedure — Section 95 CPC/inherent jurisdiction — available to prevent abuse of process but requires proper engagement and demonstration of sufficient cause. * Case management — Finality and certainty in filing witness statements; courts reluctant to permit belated filings that prejudice adversary preparation.
16 October 2018
A petitioner must show contractual connection to the suit and evidence of readiness before a stay for arbitration is granted.
* Arbitration Act s.6 — stay of proceedings pending arbitration — applicant must show the dispute is subject to the arbitration agreement. * Arbitration — contractual connection — scope, parties and amounts must align with pleaded claim for arbitration clause to apply. * Arbitration — readiness to arbitrate — mere filing of petition insufficient; affidavit or communications showing willingness required (authorities applied).
15 October 2018
Application supported by a supplementary affidavit violated mandatory CPC rules and was struck out for being incurably defective.
Civil procedure – Application under CPC – Order XLIII Rule 2 – requirement of affidavit (not supplementary affidavit); Amendment of process – amended document replaces original; Procedural compliance – failure to seek leave for additional affidavit fatal; Form and content of affidavits – argumentative or conclusory averments objectionable.
12 October 2018
A witness's voluntary refusal to attend is not an exceptional reason; the statement was struck and the suit dismissed.
* Commercial Procedure — evidence-in-chief by witness statement (Rule 49(1)) — witness must attend for cross-examination (Rule 56(1)); * Rule 56(2) — failure to appear for cross-examination leads to striking out statement unless 'exceptional reasons' shown; * 'Exceptional reasons' does not include a witness's voluntary unwillingness to testify; * Rule 2(2)/Order XVI summons cannot be used to override Rule 56(2) in such circumstances; * Order XVII Rule 3 — dismissal where plaintiff has no other evidence.
11 October 2018
Court refused belated additional and supplemental witness statements for inadequate justification; only case life span extension granted.
* Civil procedure – High Court (Commercial Division) Procedure Rules, Rule 49(1) & (2) – witness statements must be filed within seven days after mediation; post-deadline filings generally impermissible. * Discretion – court’s power to admit belated witness statements is limited and requires convincing justification to avoid unfairness and uncertainty. * Evidence – late additional or supplemental witness statements cannot be used to shore up weak case or to ambush opposing party.
9 October 2018
Failure to cite the specific sub‑rule granting jurisdiction (Rule 32(3)) renders the extension application incompetent and it is struck out with costs.
Civil procedure — Preliminary objection — Wrong or non‑citation of statutory provision — Requirement to cite specific section/sub‑rule conferring jurisdiction (Rule 32(3) High Court (Commercial Division) Procedure Rules) — Application incompetent — Strike out with costs.
3 October 2018
Applicants who paid the agreed settlement sum within the overall period satisfied the judgment; respondent must discharge mortgages and surrender title deeds.
Commercial law – settlement deed recorded as consent judgment – instalment schedule versus overall payment period – whether time is of the essence – default clause invocation – compliance with decree – discharge of mortgages and surrender of title deeds.
3 October 2018
Whether payment of the full settlement amount within the agreed overall period satisfied the deed despite late monthly instalments.
Contract / consent decree – settlement deed recorded as judgment – interpretation of time provisions – whether time is of the essence for instalments versus overall payment period – default clause activation – relief to enforce discharge of mortgages.
3 October 2018
September 2018
Applicant failed to show irreparable harm; injunction refused and bank-order was improper against a non-party.
* Interim injunctions — requirements from Atilio v Mbowe — serious question, probability of success, irreparable harm, balance of convenience. * Bank guarantees — unconditional advance payment guarantee — bank’s obligation to pay on first demand. * Procedure — propriety of invoking Order XXXVII and Civil Procedure Code provisions against a non-party to the main suit.
28 September 2018