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.

227 judgments
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227 judgments
Citation
Judgment date
December 2020
Bank failed to prove disbursement; only Tshs.750,903,881.94 recoverable and no costs awarded.
* Commercial lending – loan facilities and overdraft – burden on bank to prove actual disbursement of loan tranches.* Evidence – documentary proof and bank statements – computer printouts must be properly identified and admissible; exhibit P9 excluded for non‑compliance with Evidence Act and procedural rules.* Pleadings – parties bound by pleadings; documents not identified in witness statement/list cannot be used to change case.* Securities – mortgages, debentures and guarantees existed but disbursement failure can frustrate the transaction.* Relief – partial success where only an admitted balance was recoverable; no costs awarded.
18 December 2020
Court granted extension to file appeal due to counsel's negligence/death and applicants' demonstrated diligence.
* Civil procedure — Extension of time — Section 11(1) Appellate Jurisdiction Act — Discretionary relief requiring sufficient cause and absence of dilatory conduct. * Grounds for extension — negligence or death of former counsel, late notice to lay clients, and overriding objective. * Requirement to account for delay and consideration of prospects of success.
18 December 2020
Suit dismissed as an abuse of process for failing to use Order XXI Rule 62 to challenge rights after execution.
Civil procedure – preliminary objections – abuse of court process and res sub judice as pure points of law; execution proceedings and deed of settlement – remedy under Order XXI Rule 62 to establish rights to disputed property; dismissal of suit for abuse of process.
18 December 2020
Inspection agents liable for negligence where PVoC/CoC issued without proper testing, sealing or ensuring conformity to ordered specifications.
Commercial law – pre‑shipment inspection and PVoC/CoC – whether inspection certificates reflect conformity with ordered specifications; evidence and admissibility of witness statements; negligence of inspection agents for failure to test/seal and to follow TBS directions; damages for negligent verification.
11 December 2020
Court dismissed plaintiff's defamation claim, granted counterclaim for unpaid loan and ordered recovery of pledged TBL shares.
Commercial law – loan facilities and securities; pledge of share certificates as collateral; loss report to police and DSE; defamation — requirement to prove reputational injury; guarantors’ liability; recovery of unpaid loan and realization of securities; interest and costs.
11 December 2020
Bank unlawfully impounded secured buses; borrower accepted vehicles, loan default existed, unpaid debt offset against seized buses.
* Commercial law – asset finance facility – unsigned facility letter and subsequent conduct – validity of contract despite unsigned facility letter. * Secured transactions – chattels mortgage and enforcement – impoundment without court order unlawful; self-help not permitted. * Sale of goods/acceptance – buyer’s acceptance and use of delivered goods bars later rejection for description/age. * Set-off/equity – creditor’s unlawful enforcement can bar or reduce recovery; offset of counterclaim by seized assets. * Remedies – specific damages must be specifically pleaded and proved; general equitable relief and discharge of securities ordered.
11 December 2020
Court granted interim injunction restraining bank from selling collateral and pursuing recovery pending trial.
Commercial law – Interim injunction – Application to restrain bank from selling collateral and pursuing recovery – Principles: prima facie triable issue, irreparable harm, balance of convenience (Attilio v Mbowe) – Non-joinder of related foreign financier not necessarily fatal – Status quo preserved pending trial.
10 December 2020
Court grants sanction to issue unsubscribed shares at discounted price where Registrar raised no objection, subject to regulatory compliance.
Companies Act s.60(2) – Court sanction for issuance of unsubscribed shares; evidence of regulatory compliance (Bank of Tanzania, Fair Competition Act); uncontested application; costs—no order; condition to comply with remaining company-regularization requirements.
8 December 2020
Court granted temporary injunction restraining respondent from dealing with mortgaged properties pending final determination.
Civil procedure – temporary injunction – prerequisites: prima facie case, irreparable injury, balance of convenience; affidavits as evidence – failure to file reply not automatic admission; sale of immovable property can cause irreparable injury; mortgagee's contractual sale rights considered but injunction may still be granted to preserve status quo; equitable relief – clean hands requirement.
4 December 2020
Extension to file bill of costs granted despite weak sickness proof, based on courier evidence and technical strike-out.
Limitation — extension of time to file bill of costs; sufficiency of cause; requirement to account for each day of delay (Lyamuya); sickness as ground requires proof; technical striking out and courier evidence may justify extension.
4 December 2020
November 2020
Alleged illegality (improper/unproven service) suffices to justify extension of time to seek setting aside of an ex‑parte decree.
Civil procedure — Extension of time under s.14(1) Law of Limitation Act; illegality in judgment as sufficient ground; substituted service — proof and effect; exclusion of time under s.21(2) Law of Limitation Act.
30 November 2020
The applicant recovered the proven overdraft balance; res judicata/subjudice defenses failed; commercial-rate interest denied.
* Commercial law – loan facilities – term loan and overdraft – existence and terms proved by executed facility agreement (exhibit). * Civil procedure – res judicata and res subjudice – prior proceedings over receivership did not finally determine indebtedness, so neither doctrine barred suit. * Evidence – proof of indebtedness – plaintiff proved USD 1,169,417.19 outstanding, not the higher claimed amount. * Procedure – misjoinder/non-joinder of guarantors – suit not defeated; court may adjudicate rights of parties before it (Order I Rule 9). * Remedies – post-judgment interest awarded at 7% per annum; claim for commercial-rate interest rejected.
27 November 2020
Leave to defend granted where affidavit disclosed triable issues of set‑off and alleged illegality of underlying MoU.
Commercial procedure – Summary suit – Order XXXV r.3(1)(a)&(b) CPC – Leave to defend – Requirement to disclose triable issues – Set‑off/partial payment and legality of MoU as triable defences.
27 November 2020
Non-appearance due to COVID-19 justified restoration of mediation, but defendant ordered to pay prescribed mediation costs.
Commercial Division — restoration of mediation — Rule 37(1),(2),(3) — non-appearance due to COVID-19 travel restrictions — payment of costs for missed mediation (TZS 150,000 per appearance) — requirement to show cause and pay fees before restoration.
20 November 2020
Court granted unconditional leave to defend a mortgage summary suit due to discrepancies and triable issues over the loan agreement.
* Civil Procedure – Order XXXV (summary procedure) – scope of defendants in mortgage-based summary suits – no restriction to mortgagors only. * Mortgage law – effect of variations/supersession of credit facility letters – triable issues may defeat summary disposal. * Order XXXV Rule 3(1)(c) – requirement to aver loan not taken or paid; discrepancies in respondent's documents can justify departure from strict application and grant of leave to defend.
20 November 2020
Arbitral award set aside for misapplication of professional by‑laws on travel charges; other complaints were merits-based.
Arbitration — setting aside award — limited court review under s.16 Arbitration Act; misconduct vs merits; misapplication of Architects and Quantity Surveyors By‑Laws 2015 (s.138(6)–(7)) on travel/time charges — error apparent on face of award; use of extraneous evidence and failure to award costs are generally merits issues, not misconduct.
20 November 2020
Court granted extension of time, uplifted civil arrest warrant and ordered unconditional stay of execution pending appeal-related applications.
* Civil procedure – Extension of time – Requirement to account for each day of delay; discretion exercised according to reason and justice. * Execution – Warrant of arrest/detention as civil prisoner – Whether decree against a company may be executed against an individual without lifting corporate veil or showing cause. * Stay of execution – Order XXXIX Rule 5 CPC – considerations: timeliness, risk of substantial loss, and security; court may waive security where applicant may be a stranger to decree.
18 November 2020
Court reviewed and corrected an unsupported taxed bill of costs, reducing it to Tzs. 294,620,600 and allowed the review.
Commercial review — Order XLII Rule 1(b) CPC — review for error apparent on the face of the record — taxation of costs — setting aside an unsupported taxed bill and recomputing taxed items.
17 November 2020
High Court granted leave to appeal, finding the applicants raised prima facie arguable legal issues requiring Court of Appeal determination.
* Appellate jurisdiction – leave to appeal – discretionary, not automatic – right to appeal balanced against criteria for leave. * Test for leave – issues of general importance; novel point of law; prima facie or arguable grounds. * Relevant law – s.5(1)(c) Appellate Jurisdiction Act and Court of Appeal Rules. * Company law – dispute over validity of corporate meeting resolution and restoration of shareholding structure versus subsequent shareholding agreements.
13 November 2020
Applicant failed to show sufficient cause or obvious illegality to justify extension of time to file a reference.
* Advocates Remuneration Order – Rule 8(1)&(2) – reference to High Court; extension of time. * Extension of time – Lyamuya factors: length of delay, account for each day, diligence, apparent illegality. * Illegality – must be apparent on face of record to excuse delay. * Evidence – assertions about court processes require supporting affidavits (section 110 Evidence Act).
12 November 2020
Failure to file witness statements within Rule 49(2)’s 14‑day period (without extension) is fatal and warrants dismissal.
* Commercial Court Rules (Rule 49(2)) – witness statements to be filed within 14 days of completion of FPTC – mandatory requirement. * Computation of time – section 60(1)(a) of Cap 1 – the day of the FPTC is included in computing the 14 days. * Failure to file witness statements within prescribed time without a court‑granted extension amounts to failure to produce witnesses and is fatal. * Extension of time must be sought and granted; the court will not extend time suo motu. * Service of witness statements – governed by Rule 55, but becomes academic where Rule 49(2) non‑compliance is established.
12 November 2020
Preliminary objections to a company-restoration petition were overruled; the restoration claims proceed to full hearing.
Companies — Restoration of struck-off company — Effect of deregistration by operation of law — Whether petitioner is a non-existing entity — Preliminary objections — Mukisa test for pure point of law versus mixed fact and law — Proper statutory provision for restoration (s.400A and related amendments) — Cause of action against Registrar.
12 November 2020
The plaintiff defaulted, but the auction was void for failure to issue the statutory 60‑day notice and proper publication; sale set aside.
Mortgage law – mortgagee's duty to issue 60‑day statutory notice under s.127(2)(d) Land Act; Auction procedure – requirement for correct newspaper publication and compliance with purchaser's 25%/75% payment terms (Order XXI/CPC and Auctioneers Act); Effect of defective foreclosure sale – nullification, restitution to purchaser, and survival of outstanding loan; Damages – mortgagor's default disentitles to compensation.
9 November 2020
Applicant entitled to Tshs. 371,421,395.68 plus 22% commercial interest and 7% post‑judgment interest from respondents.
Banking law – Overdraft facility – Repayment obligations – Whether repayment conditioned on third‑party payments; Guarantees – Personal unlimited guarantees – Validity of demand notices and guarantor liability; Interest – commercial and court rates; Costs.
6 November 2020
Preliminary objections to an arbitral award dismissed; time‑bar claim held to be mixed fact and law, certification/verification defects not fatal.
Arbitration Act – petitions under Arbitration Rules are applications, not plaints; time‑bar of arbitral award may be mixed fact and law; Rule 8 certification and annexure requirements not invariably fatal; advocate may verify affidavit limited to personal knowledge.
5 November 2020
Court extended the liquidator's term by two months due to delays beyond the liquidator's control.
Company insolvency – liquidator’s term – extension of time under Rule 91 GN No.43/2005 and Section 95 CPC; delay caused by inability to obtain information from former managing director; exercise of court's discretion to allow extension.
3 November 2020
Summary judgment granted after defendants defaulted despite substituted service; secured loan and guarantees justified reliefs and costs.
* Civil procedure – Summary judgment under Order XXXV CPC – application where defendants fail to appear after substituted service; enforcement of secured overdraft (legal mortgages, chattel mortgage, personal guarantees) – reliance on CRDB Bank Ltd precedent.
2 November 2020
October 2020
A majority shareholder-creditor's unopposed s.281(1) petition succeeded; court ordered winding up and appointed a liquidator.
* Companies Act s.281(1) – winding up by petition by a company/creditor; * Companies Act s.294 – appointment of official liquidator; * Companies (Insolvency) Rules GN.43/2005 – service, advertisement and absence of opposition; * Corporate creditor/shareholder petitions and proof of debt (invoices, loan agreement, demand notices); * Unopposed winding-up petition – requirements and effect.
23 October 2020
Winding‑up petition dismissed because underlying loan was illegal unlicensed money‑lending, making the petition an abuse of court process.
Companies law – winding‑up petition – maintainability where underlying debt arises from unlicensed money‑lending; Banking and Financial Institutions Act – definition and licensing of banking business; Business Licensing Act – carrying on business without licence; Abuse of court process – unenforceability of illegal contracts; Preliminary objections – points of law based on ascertained facts (Mukisa principle).
23 October 2020
Court lifted garnishee order and held decree prescribes two separate interest rates (3% then 1%), not a cumulative 4%.
* Civil procedure – Garnishee order – Lifting of garnishee order nisi under section 38(1) CPC. * Execution – Interpretation of decree – Interest computation: 3% per annum (filing to judgment) and further 1% per annum (judgment to full payment) — not cumulative. * Default decree – Construction of "further interest" language.
22 October 2020
Extension to file arbitral award refused where applicant failed to show sufficient cause or account for each day of delay.
• Extension of time – section 14(1) Law of Limitation Act – discretionary jurisdiction and requirements for good/sufficient cause • Arbitral awards – duty of successful party to file award for registration and enforcement as court decree • Delay – requirement to account for each day of delay when seeking extension • Financial hardship – financial constraints held insufficient ground for extension
20 October 2020
Court found defendant liable for unpaid contractual debt, awarded principal, reduced damages, and granted interest and costs.
Contract law – oral contract for security services – breach and admitted outstanding debt; damages under section 73 Law of Contract Act; special damages require specific pleading and proof; interest and costs awarded.
20 October 2020
Default judgment entered for unpaid credit of TZS 1,038,099,550; interest awarded and publication required before execution.
* Commercial procedure – Default judgment – Rule 22(1) H.C. (Commercial Division) Procedure Rules: proof of service, Form No.1 and affidavit in proof of claim required. * Evidence – Documentary proof and authenticated exhibits support quantum of debt. * Interest – pre-judgment and post-judgment rates distinguished. * Execution conditions – publication requirement under Rule 22(2).
19 October 2020
Applicant proved unfairly prejudicial company conduct; court ordered audit, members’ meetings and process for buyout and name change.
Companies Act s233 – unfairly prejudicial conduct; failure to hold AGMs; appointment of independent auditor and valuation; shareholder buy‑out; directors’ remuneration and dividends; company name using founder’s family name; preliminary objections for misnaming/citation as typographical errors.
16 October 2020
Leave to appeal denied where High Court’s interlocutory ruling was not tainted by irregularity and did not bar the applicant’s hearing.
* Appellate procedure – leave to appeal – section 5(2)(d) AJA – not absolute; appeal permitted where proceedings show illegality, impropriety or confusion. * Civil procedure (commercial) – interrogatories and discovery – requests must be precise and limited; not a licence to obtain unspecified documents. * Interlocutory orders – test is whether order finally disposes of rights; interlocutory orders generally not appealable. * Right to be heard – entitlement to participate is subject to procedural law; filing defence and cross-examination can protect hearing rights. * Abuse of process – frivolous or vexatious applications intended to delay are dismissible with costs.
9 October 2020
Court dismissed consolidated taxation references, upholding taxing master’s discretionary assessment under Advocates Remuneration Order.
Taxation of costs — Advocates Remuneration Order (G.N. 264/2015) — Order 12(1) discretion to allow prescribed or other necessary costs — scales vs judicial discretion — requirement to specify relief in taxation reference — folio/attendance/communication items as part of instruction fees.
9 October 2020
Leave granted to appeal on whether pre‑strike‑out delay must be accounted for under Fortunatus Masha; advocate’s negligence rejected as good cause.
* Appellate procedure – leave to appeal – whether pre-strike-out delay constitutes ‘technical delay’ and need not be accounted for when seeking extension of time; application and interpretation of Fortunatus Masha v William Shija. * Procedural law – whether advocate’s failure to file notice of appeal is a human error amounting to good cause for extension of time – held not to suffice.
9 October 2020
A party to an arbitration agreement is entitled to a stay of court proceedings pending arbitration; non‑signatories lack that right.
Arbitration — stay of court proceedings under s.6 Arbitration Act; scope and application of arbitration clause in sale agreement; requirements for stay: (1) valid submission/arbitration agreement, (2) dispute covered by agreement, (3) applicant party to clause, (4) no disqualifying steps taken in court (e.g. statement of defence), (5) willingness to arbitrate; non‑signatory cannot invoke clause.
6 October 2020
Court stayed winding-up petition pending resolution of related commercial suit under Companies Act s.283.
* Companies Act s.283 – power to stay or restrain proceedings after presentation of winding-up petition. * Stay of winding-up – available where petition relates to issues pending in another court matter. * Res sub judice – relevance where same contracts/assignment are subject of pending suit. * Overriding objective – irregular citation of statute not fatal where jurisdiction exists.
5 October 2020
September 2020
Bank lawfully debited suspicious deposits; borrower breached loan; guarantors liable; plaintiff awarded USD 143,450.41.
Banking law – loans and securities – continuing guarantee and legal mortgage – whether mortgage/guarantee cover subsequent advances; Anti‑money laundering – suspicious transactions and freezing directives – bank’s right to return/debit credited funds; Contract law – breach of loan agreements and proven outstanding balance; Remedies – judgment for proven balance, interest, costs and post‑judgment enforcement (receiver, sale, vacant possession).
29 September 2020
Instruction fees properly disallowed where no EFD/manual receipt or reasonable explanation; taxing officer’s decision confirmed.
Taxation of costs – instruction fees – requirement of EFD receipt or satisfactory alternative proof – Advocates Remuneration Order GN. No. 264/2015 (silence does not exclude tax-law compliance) – taxing officer’s discretion – interference only for improper exercise or clear error.
25 September 2020
Extension of time granted for filing notice of appeal due to technical delay and prompt corrective steps.
* Civil procedure – extension of time – section 11(1) Appellate Jurisdiction Act – good/sufficient cause. * Technical delay – original appeal timely but struck out for procedural defect (defective certificate of delay). * Accounting for delay – requirement to act promptly after Court of Appeal ruling; holidays and COVID-19 disruptions relevant. * Relief granted – extension of time to file notice of appeal for fresh appeal.
25 September 2020
Lower court improperly entertained a suit already declared time-barred by the High Court; appeal allowed and judgment set aside.
Limitation of actions – item 17 Part I Law of Limitation Act – time bar for claims concerning redemption/release of title; Res judicata – dismissal on preliminary objection not final on merits; Jurisdiction – lower court cannot re-open matters decided by High Court (Commercial Division); Remedies – extension of time or appeal to Court of Appeal.
25 September 2020
A High Court cannot order eviction conflicting with a Court of Appeal stay over the same property; oral submissions are not evidence.
* Civil procedure — execution — eviction of purchaser’s judgment debtor — interplay with appellate stay of execution — subordinate court bound by Court of Appeal stay on same property. * Property law — bona-fide purchaser protection under section 135 Land Act — subject to existing appellate orders affecting the property. * Evidence — oral submissions/skeleton arguments are not evidence; material must be pleaded in affidavit.
24 September 2020
Plaint struck out because the Plaint was filed by an advocate without a valid practising certificate.
Advocates Act — practising certificate — acts and pleadings signed/filed by an unqualified advocate have no legal validity; Civil Procedure — jurisdiction under section 18 CPC; pleading requirements — Order VII rule 1(e) (cause of action); joinder/misjoinder and counterclaim procedural objections.
22 September 2020
Later-filed preliminary objections must be stayed; earlier-filed preliminary objections are to be determined first.
Civil procedure – Preliminary objections – Priority of determination – Earlier-filed preliminary objection takes precedence; later objections to be stayed to avoid pre-emption of issues.
22 September 2020
A challenge to the place of verification raises factual issues requiring evidence, not a preliminary point of law.
* Company law – petition verification – Order VI Rule 15(3) CPC – place and date of verification. * Civil procedure – preliminary objection – distinction between pure points of law and factual disputes; objection requiring evidence cannot be disposed of summarily. * Overriding objective – sparing application; cannot replace factual inquiry.
18 September 2020
A belated objection to a witness statement filed after adoption and admission is barred by waiver; objection dismissed.
Preliminary objections – admissibility of witness statements – timing and waiver; witness statements under Rules 49–50 (Commercial Procedure Rules); adoption of filed statements as evidence in chief; expungement of exhibits post-admission; doctrine of waiver and overriding‑objective considerations.
18 September 2020
Applicant failed to establish a protectable matrimonial/residential interest to stop attachment of property registered solely in the judgment debtor’s name.
Execution — Objection proceedings under Order XXI Rule 57 CPC — Requirement to establish interest where property is registered in judgment debtor’s sole name — Section 48(1)(e) CPC (residential/matrimonial property) — Sufficiency of affidavit evidence — Effect of judgment debtor’s non-appearance and possible collusion.
16 September 2020
Arbitral award set aside because arbitration was prematurely initiated before contractually required adjudication, so arbitrator lacked jurisdiction.
• Arbitration – jurisdiction – staged dispute resolution clause requiring mutual consultation then adjudication before arbitration – adjudication as condition precedent. • Arbitration – premature referral to arbitration (‘gun-jumping’) renders award void for want of jurisdiction. • Contract interpretation – SCC clarifications do not override mandatory GCC dispute stages. • Court intervention limited but warranted where arbitrator acts without contractual authority.
15 September 2020