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.

305 judgments
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305 judgments
Citation
Judgment date
October 2021
Court recorded the parties’ settlement as a decree and awarded costs to the plaintiff because the defendant paid only after suit was filed.
Consent judgment — Deed of Settlement filed under Order XXIII Rule 3 accepted and recorded as Court decree; Costs — discretion under section 30 Civil Procedure Act; Costs normally follow the event — defendant who compelled litigation by delayed payment liable for plaintiff's costs; Taxation of costs where parties settle principal but not costs.
1 October 2021
Whether late‑filed additional documents and notices to produce without leave breach the scheduling order or constitute abuse.
Civil procedure — scheduling orders and departure (Order VIII r.23); production of documents — Order VII r.14/18 and Order XIII r.1–2; notices to produce governed by Evidence Act s.68 not time‑limited by CPC; abuse of court process — scope and test; late list of documents expunged for lack of leave.
1 October 2021
Extension of time granted to file arbitral award because delay was caused by the arbitrator, not the applicant.
Arbitration — extension of time to file arbitral award for registration — whether delay attributable to arbitrator or applicant — duties of arbitrator to notify and to file award (Arbitration Act/Rules) — application of Lyamuya factors in granting extension.
1 October 2021
Failure to prove issuance of an SBLC in required form negates security-sharing and voids related securities; defendants’ counterclaims dismissed.
Banking law – standby letter of credit (SBLC) – condition precedent to drawing under foreign facility – absence of SBLC in form and substance voids Security Sharing Agreement and securities; security agent v. lender; foreign loan registration and documentary proof of underlying trade documents.
1 October 2021
Failure to issue the SBLC in the agreed form and substance rendered the security documents void and counterclaims dismissed.
Banking and finance – Structured trade loan – Condition precedent requiring SBLC/LC in form and substance; non‑issuance nullifies security architecture; Mortgages, debentures and guarantees held to secure a non‑existent SBLC are void; Role of local bank as security agent distinguished from lender; Foreign loan registration (Bank of Tanzania) – policy observations (obiter).
1 October 2021
September 2021
Setting aside an ex-parte judgment restores proceedings and requires serving missing pleadings and permitting filing of a defence.
Commercial procedure – Setting aside ex-parte judgment – Restoration of suit inter partes – Consequential procedural effects of curing denial of right to be heard; Service of pleadings – entitlement to be served and to file written statement of defence after restoration; Reversion to pre-trial processes (discoveries, interrogatories, pre-trial conference, mediation).
30 September 2021
A claim for specific damages must be specifically pleaded with particulars; general averments fail and are dismissible.
Civil procedure – Preliminary objection – Point of law under Mukisa Biscuits; Damages – Special/specific damages must be specifically pleaded, particularised and strictly proved; Pleadings – General averments do not suffice for specific damages.
30 September 2021
Applicant failed to show sufficient cause to extend time to apply to set aside an ex‑parte judgment.
Commercial procedure – extension of time to apply to set aside ex‑parte judgment – Limitation Act s.14(1) and rule 43(2) Commercial Court Rules – each day of delay must be accounted for – negligence of counsel not ordinarily sufficient – promptness and good faith required.
27 September 2021
Review rejected: a slip in identifying a contract party did not occasion injustice; possession, not the naming error, decided the objection.
Civil procedure — Review under Order XLII Rule 1(1)(b) CPC — error apparent on the face of the record must be obvious and occasion injustice to warrant review. Execution/attachment — Order XXI Rules 57–60 CPC — possession and demonstrable interest by a third party can defeat attachment. Review is not an appeal — factual and evaluative conclusions are not normally reviewable.
24 September 2021
Whether Tanzanian courts can wind up a local company despite foreign-law contracts and missing power of attorney.
Companies — Winding up — Jurisdiction of local courts over insolvency of locally incorporated companies despite contracts governed by foreign law; Arbitration — choice-of-law/arbitration clauses do not automatically oust winding-up jurisdiction where no genuine arbitrable dispute exists; Procedure — Requirement to file power of attorney and to show deponent's authority under Company (Insolvency) Rules and CPC Order III Rule 6(1).
24 September 2021
Respondent’s preliminary objections on documentary attachments and witness statement were improper as they raise mixed fact-law issues and are dismissed with costs.
Civil procedure — Preliminary objection — Must be a pure point of law, decided on pleadings only — Mukisa Biscuits test applied. Evidence — Admissibility and tendering of documents — Attachment of documents, notices under Evidence Act and certificates of authenticity are matters for trial procedure and factual scrutiny. Witness statements — Compliance with Rule 50 and 3rd Schedule — Non‑compliance raises mixed fact/law issues inappropriate for preliminary objection.
23 September 2021
Earlier-filed petition to register an arbitral award is not subjudice; later-filed applications cannot stay it.
Arbitration – recognition and enforcement of arbitral awards; Civil procedure – subjudice doctrine (section 8 CPC) – later-filed suit affected; Parties requirement – same parties or litigating under same title; Stay of proceedings – discretionary/inherent powers.
22 September 2021
A witness need not be maker or addressee to tender a document; certified public-document requirements may be cured, not automatically fatal.
Evidence – competency to tender documents – witness need not be maker or addressee if possessing knowledge and prior custody; Evidence Act ss.83,85(1) – public documents require certified copies and payment of fees; non-compliance not automatically fatal – court may allow cure in interests of justice.
21 September 2021
The petitioner was authorized to convene a shareholders' meeting and for presence (in person or proxy) to constitute quorum.
Companies Act s.137 – court power to order convening, holding and conducting of shareholders’ meeting; director quorum requirements; remedy where death of director leaves sole surviving director; deeming presence in person or by proxy as quorum; urgent supervisory relief to enable appointment of additional director.
17 September 2021
Failure to seek leave to defend under Order XXXV after valid substituted service resulted in admission and summary judgment for the plaintiff.
Civil Procedure – Order XXXV (Summary Procedure) – substituted service by publication – leave to defend required – failure to obtain leave constitutes admission – summary judgment; remedies: principal, contractual interest, court interest, costs.
17 September 2021
Award set aside for approving an unlawful contract variation that violated public procurement requirements, despite tribunal jurisdiction.
Arbitration — jurisdiction — effect of SCC excluding Dispute Adjudication Panel; Arbitration — prematurity and consent; Natural justice — bias and right to be heard; Contract interpretation — error of law not necessarily excess of power; Public procurement — unlawful contract variations and public policy; Setting aside awards — serious irregularity under section 75(2)(g) and remit v. set-aside under section 75(3).
17 September 2021
A commissioner for oaths who only testified is not disqualified under s.7 NPCOA absent proof of personal interest.
Notaries Public and Commissioners for Oaths Act (Cap.12 R.E.2019) – s.7 – disqualification for being 'interested' – meaning of 'interested' witness – prior attendance as witness does not automatically disqualify – requirement for clinching material showing personal benefit – remedy for defective affidavits.
16 September 2021
Alleged lack of magistrate’s pecuniary jurisdiction constituted sufficient cause for stay of execution, subject to security.
Civil Procedure — Stay of execution — Order XXXIX rules 5(1) and 5(3) CPC — Alleged illegality (lack of pecuniary jurisdiction) as sufficient cause — Requirements: substantial loss, no unreasonable delay, security — Effect of statutory amendment on jurisdiction.
16 September 2021
Applicant must exhaust the Fair Competition Tribunal’s internal review remedy before seeking judicial review; application struck out with costs.
Administrative law — Judicial review — Requirement to exhaust internal remedies — Fair Competition Tribunal Rule 50(1) — Tribunal’s power to review its own decisions — Specialised forum precedent — Leave to apply for certiorari/mandamus — Competence of application.
15 September 2021
Application struck out where special power of attorney did not authorise affidavit and supporting affidavit was incompetent.
Civil Procedure – Order XXXVII Rule 2(1) CPC – temporary injunctions available after suit conclusion; Power of attorney – special vs general – limits on authority to swear affidavits; Competence of supporting affidavit – noncompliance with Order XLII Rule 2 renders chamber summons invalid; Abuse of process – injunction filed before execution proceedings is not a disguised stay.
14 September 2021
Preliminary objection dismissed due to sufficient compliance with Order VII Rules in the plaint.
Civil procedure – Preliminary objection – Compliance with Order VII Rule 1 and Rule 2 of CPC – Jurisdiction
13 September 2021
10 September 2021
Insurer granted leave to join co-defendant as third party seeking indemnity; ex parte duty of full disclosure emphasized.
Third-party procedure – Order 1 Rule 14 CPC – leave to file third‑party notice – requirement to show entitlement to contribution or indemnity on face of pleadings and affidavit – ex parte applications require full disclosure of material facts.
10 September 2021
Court registered a lawful Deed of Settlement under Order XXIII r.3, incorporated it as decree and marked the petition settled.
Civil Procedure – Order XXIII Rule 3 – Deed of Settlement – consent decree – recording and registration of lawful settlement – effect: petition marked settled and court to pass decree in accordance therewith.
9 September 2021
Default judgment for the applicant’s unpaid bulk SMS charges after substituted service and respondent’s failure to defend.
Commercial law – Contract for supply of services – Bulk SMS service agreement – invoiced charges and unpaid balance. Civil procedure – Default judgment – substituted service by publication where personal service failed – failure to file written statement of defence. Remedies – assessment of claim on pleadings and annexed contract sufficient for default judgment; interest awarded (Bank of Tanzania commercial rate and 7% court rate) and costs. Execution – decree execution subject to compliance with Rule 22(2) of the Commercial Court (Commercial Division) Rules.
8 September 2021
Court set aside dismissal for want of prosecution after applicant and advocate proved they were indisposed, and restored the application.
Civil procedure – dismissal for want of prosecution – setting aside dismissal – sufficient cause – illness of applicant and advocate – Section 95 and Order IX Rule 4, Civil Procedure Code.
6 September 2021
Applicants raised triable disputes about repayment and loan authenticity and were granted leave to defend a mortgage-based summary suit.
Civil procedure – Summary suit – Leave to appear and defend – Mortgage-based summary suits – Requirement to show loan or portion discharged or loan not taken (Order XXXV Rule 3(1)(c)(i)&(ii)). Triable issues – dispute as to servicing, amount advanced and alleged unauthorized borrowing. Precedent considered: TTCL v Lwoga; Kundanlal Restaurant v Devshi.
6 September 2021
Court partly allowed taxation reference, re‑assessing instruction fees and attendances after finding Taxing Officer failed to consider relevant factors.
Taxation of costs – whether EFD receipts required – retrospective application of changed authority – exercise of taxing officer’s discretion – applicable scales under Advocates' Remuneration Order (9th Schedule v. 11th Schedule(k)) – proof of disbursements.
3 September 2021
Plaintiff wrongfully cancelled an oral supply contract; defendant entitled to TZS 19,008,000 set-off and costs.
Contract law – oral sale agreement for supply of goods – time for delivery not specified – time not of the essence absent express term (s.55(2) Law of Contract). Remedies – cancellation of contract – requirement of reasonable notice; wrongful cancellation entitles supplier to set-off for incurred transport costs. Commercial disputes – encouragement of mediation to avoid unnecessary costs.
2 September 2021
Photocopied investment agreement excluded for failure to account for the original; stamping and execution defects were curable or go to weight.
Evidence — Documentary evidence — Stamp Duty Act non‑compliance curable by payment; Companies Act s39 execution issues affect weight not admissibility; Secondary evidence (photocopy) inadmissible absent account for original under TEA s66–68 and s67 conditions; Notice to produce does not substitute statutory requirements.
1 September 2021
August 2021
The court granted the applicant an extension to seek setting aside of an ex parte judgment despite counsel's delay.
Extension of time – whether delay in obtaining copies of ex parte judgment is sufficient cause – copies of judgment/decree not necessary for setting aside by same court – negligence of counsel and discretionary relief – interest of justice.
31 August 2021
Leave to appeal refused because the Arbitration Act 2020 requires court leave before enforcement, overtaking prior registration procedure.
Arbitration — Enforcement of arbitral awards — leave to enforce required under Arbitration Act, 2020 s68; filing/registration under old law no longer sufficient. Transitional provisions — Arbitration Act, 2020 s91 — pending proceedings to proceed in light of new Act. Court functus officio — effect of registration superseded by new statutory leave requirement. Procedural remedies — review of registration decision versus appeal.
28 August 2021
Court upheld mortgage validity, found defendants in default, awarded outstanding loan with contractual and post-judgment interest and enforcement rights.
Banking law – overdraft and term loan – evidence of indebtedness and enforcement of securities; Mortgage and chattel mortgage – validity and registration – clerical date discrepancies not fatal to validity; Loan recovery – demand and default notices – entitlement to commence enforcement; Interest – contractual penal interest and post-judgment interest; Civil burden of proof – documentary evidence and bank statements accepted.
28 August 2021
The plaintiff may recover USD 8,453,067.80 plus contractual and court interest from the defendants for loan default.
Commercial law – Loan facility and mortgage security; enforcement of term loan; disbursement under contractual discretion; default and acceleration; guarantor liability – co‑extensive with principal debtor; contractual interest and court interest; costs awarded.
25 August 2021
Failure to return shipping containers breached the carriage contract; plaintiff awarded demurrage, general damages, interest and costs.
Contract law – carriage of goods by road – failure to return empty shipping containers – breach of contract; Remedies – demurrage as liquidated/quantified loss and continuing per‑day accrual; General damages for business reputation – awarded on correspondence and witness evidence despite limited accounting proof; Interest – court reduces claimed commercial rates to reasonable rates in USD cases; Procedure – service by publication and ex parte proof permitted where defendants absent.
25 August 2021
A notice of appeal does not automatically stay execution; the debtor must obtain a stay from the Court of Appeal or show sufficient cause.
Civil procedure – Execution – Effect of notice of appeal – Filing a notice of appeal does not automatically stay execution; appeal is not a bar to execution under Order XXXIX Rule 5(1) CPC. Jurisdiction – High Court and Court of Appeal – Court of Appeal may grant stay of execution after notice of appeal; application for stay must be made to the Court of Appeal. Stay of execution – burden on judgment debtor to obtain stay or show sufficient cause to prevent execution.
24 August 2021
A dismissal of registration proceedings rendered the court functus officio, barring a later extension application as abuse of process.
Commercial law — Arbitration — Registration of arbitral award — Effect of dismissal for being time-barred; functus officio — Extension of time — Abuse of court process — Proper remedy is appeal or review, not refiling before the same court.
20 August 2021
Court dismissed petition to set aside arbitral award, finding proper appointment, fair proceedings, and no serious irregularity.
Arbitration — Appointment of arbitrator under contractual clause — alternative appointment by agreed mechanism valid; Arbitration — Section 35 Arbitration Act 2020 — impartiality and right to be heard; Arbitration — Limits on court review — errors on merits are not grounds to set aside award; Arbitration — Serious irregularity under s.70 — failure to consider evidence or exceed powers must cause substantial injustice; Arbitration — General damages — pleadings and discretionary quantification.
19 August 2021
Court registered a lawful deed of settlement under Order XXIII Rule 3 and entered a consent decree settling the suit.
Consent judgment – Deed of settlement – Order XXIII Rule 3 Civil Procedure Code – Court’s duty to record lawful compromise and enter decree – Registration of settlement as part of consent decree.
19 August 2021
Borrower defaulted; contract not frustrated by military interference; guarantors liable for outstanding loan.
Commercial law – loan facility – default and guarantor liability; contract frustration – foreseeability and third-party interference; mortgage security and restructuring of loan.
18 August 2021
The decree holder cannot imprison a non-party director for a company debt without first lifting the corporate veil.
Commercial execution – arrest and civil imprisonment – whether execution can be levied against a non-party director without lifting corporate veil; Order XXI Rule 39 (Civil Procedure Code) referenced.
18 August 2021
Company’s lack of board resolution excused by shareholder deadlock; advocate disqualified for prior firm’s representation of respondents.
Civil procedure – preliminary objections – necessity of board resolution for company to sue – factual exceptions where deadlock makes authorization impracticable. Professional ethics – conflict of interest – disqualification of advocate who previously worked in a firm that represented the opposing party on related matters. Remedies – substitution of counsel versus striking out; court discretion to preserve applicants’ right to representation. Application for injunction/arbitral award preservation – interlocutory relief pending substantive disputes.
16 August 2021
Applicant permitted to amend plaint to join Registrar and a third-party registrant as necessary for effective resolution of trademark dispute.
Civil procedure – Amendment of pleadings – Order VI Rule 17 – reliance on opponent's pleadings as basis for amendment; necessity, bona fides and prejudice tested. Intellectual property – Trade mark infringement and passing off – whether registration disputes require joining Registrar and other registrants as necessary parties. Necessary parties – custodian of register’s role and effect on executable relief (injunctions) and multiplicity of suits.
16 August 2021
Plaintiff proved overpayments via bank statements and is awarded refunds, interest and costs; defendant's counterclaim dismissed.
Commercial law – clearing and forwarding agency – overpayment claimed via bank statements – counterclaim for unpaid invoices – burden and strict proof of specific monetary claims – documentary evidence controls; award of decretal interest and costs.
13 August 2021
Borrower’s restructuring and duress claims failed; lender awarded judgment, interest, receiver appointment and enforcement powers.
Commercial lending — loan default — secured by debenture and legal mortgage — allegations of frustrated restructuring and estoppel — claim of duress in mortgage execution — claim of unlawful arrangement fees and penalties — proof on balance of probabilities — appointment of receiver-manager and enforcement remedies granted to lender.
13 August 2021
A continuing failure to pay periodic rent creates successive causes of action, so the claim was not time-barred.
Limitation of actions – continuing breach – monthly rent obligations constitute successive causes of action under section 7 of the Law of Limitation Act; accrual of cause of action runs from last unpaid instalment.
13 August 2021
The applicant's voluntary withdrawal of a commercial application was granted, with no orders as to costs.
Civil procedure — Withdrawal of application under Order XII Rule 4 CPC — Unopposed withdrawal — No order as to costs.
12 August 2021
Applicant’s failure to appear (through counsel) led to dismissal for want of prosecution of application to defend a summary suit.
Civil procedure – dismissal for want of prosecution – non-appearance of applicant’s counsel at hearing – application to defend summary suit under Order XXXV CPC and Mortgage Financing (Special Provisions) Act – discretion as to costs.
12 August 2021
11 August 2021
Court recorded parties' deed of settlement as consent judgment, finding it complied with Order 23 Rule 3 CPC.
Commercial Division – Consent judgment – Deed of Settlement – Compliance with Order 23 Rule 3 CPC (Cap. 33 R.E. 2019) – Recording settlement as compromise and court decree – Amendment deleting consolidation clause accepted.
10 August 2021