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.

380 judgments
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380 judgments
Citation
Judgment date
December 2022
Dismissal for non-appearance was set aside where the applicant proved lack of notice of the ruling and pre-trial date.
Civil procedure – High Court (Commercial Division) Procedure Rules 2012 r.31(1) & (2) – setting aside dismissal for non-appearance – sufficiency of cause where party lacked notice of ruling/pre-trial – court’s discretion and consideration of prejudice/overriding objective.
29 December 2022
Court upheld taxing officer’s award of two‑thirds of 3% instruction fee based on the decretal sum.
* Taxation of costs – instruction fee – computation under item 8 of the Ninth Schedule to the Advocates Remuneration Order, 2015 – 3% for claims above threshold and two‑thirds where no defence filed. * Taxation – appellate interference – court will not disturb taxing officer’s discretion absent injudicious exercise or wrong principle. * Advocates Remuneration – application of scale versus case-specific circumstances (Order 48 argument rejected).
27 December 2022
Court recorded parties' settlement as consent judgment ordering instalment payments with enforcement on default.
Civil procedure — Consent judgment — Recording and adoption of settlement deed under Order XXIII r.3 CPC and High Court (Commercial Division) r.2(2) — Payment-in-instalments — Default and acceleration clause — Costs each party bears own.
22 December 2022
Where a contract requires arbitration, the court may strike out a prematurely filed suit and direct arbitration.
Arbitration clause — mandatory referral to arbitration before court proceedings; Court powers under Arbitration Act s.15 — stay proceedings or strike out; Suit premature where arbitration not commenced; Avoiding indefinite stays and case backlog.
22 December 2022
Leave to appeal granted because the proposed appeal raises arguable issues on subrogation, privity and negligence.
* Appellate procedure — leave to appeal — grant where proposed appeal raises arguable or novel issues of law or fact requiring Court of Appeal consideration. * Insurance law — subrogation vis-à-vis privity of contract — whether subrogation can be exercised where insured not party to contract. * Civil procedure — leave stage inappropriate for merits determination; negligence not pleaded — question of whether reliance on unpleaded tort raises appellate issue. * Tort — duty of care and recoverability of economic loss.
21 December 2022
Leave granted to appeal on the proper interpretation and application of Order 48 of the Advocates Remuneration Order, 2015.
Advocates Remuneration Order 2015 (Order 48) – Interpretation – Taxation of bills of costs – Whether excessive items taxed off affect entitlement to costs – Leave to appeal – Existence of conflicting High Court decisions warranting authoritative determination by Court of Appeal.
15 December 2022
An application for extension of time is unmaintainable after the applicant's earlier time‑barred petition was struck out.
Law of Limitation – extension of time – maintainability after time‑barred petition; striking out treated as dismissal – re‑filing barred; remedy is appeal to Court of Appeal.
14 December 2022
Court recorded parties’ settlement as consent judgment, fixing repayment schedule and enforcement rights on default.
Consent judgment — Deed of settlement recorded under Order XXIII Rule 3 Civil Procedure Code; waiver of penal interest; agreed repayment schedule; enforcement rights on default including sale of securities and execution without further proceedings or notice; High Court (Commercial Division) Procedure Rules.
14 December 2022
Court adopted parties’ deed of settlement as consent judgment reducing the bank’s claim to TSH 90,000,000 with repayment and enforcement terms.
* Commercial law – Debt recovery – Consent judgment – Court adoption of deed of settlement under Order XXIII Rule 3 CPC. * Enforcement of securities – mortgage release on payment and sale of collateral on default. * Agreement limiting bank’s further claims where sale proceeds insufficient; obligation to return excess proceeds.
14 December 2022
Attachment before judgment granted where disabled tracking and lack of evidence indicated risk of vehicles being concealed or removed.
Civil procedure – Attachment before judgment – Order XXXVI Rule 6; Evidence Act s.110 – burden of proof; vehicle tracking disabled as circumstantial evidence of removal/concealment; affidavits must avoid prayers and legal argument; costs in main cause.
14 December 2022
Court records parties' settlement as consent judgment, making the payment plan and security enforcement binding and enforceable.
* Commercial law – consent judgment – adoption of deed of settlement as court decree under Order XXIII Rule 3. * Enforcement – settlement terms enforceable as decree; default clause renders whole sum immediately payable. * Security enforcement – mortgage, debenture and guarantees remain valid until full payment; power of sale and realization on default. * Release – mortgagor consent to sale and release of future claims regarding the mortgaged property. * Costs – defendants to bear costs of the suit.
13 December 2022
Plaintiff repaid loan but could not prove special losses; awarded duplicate title, TZS 20,000,000 general damages, interest and costs.
Mortgage security – surrender of original title deed to bank – loss of original certificate – duty to report loss and procure duplicate – claimant's duty to cooperate – proof required for special damages – award of general damages, interest and costs.
12 December 2022
Application for extension of time to appeal dismissed as abuse of process; applicants failed to show good cause.
Civil procedure – extension of time to appeal – sufficient cause – discretionary factors (length of delay, reasons, prejudice, conduct); Appealability – Court of Appeal finding that impugned ruling was not appealable; Abuse of process – repeated trivial applications to delay pending Commercial Cause; Law of Limitation Act s.21(2) and technical delay.
12 December 2022
Joinder of a government agency as third party does not mandate Attorney General joinder; TASAC lacks jurisdiction absent regulated service providers.
Government Proceedings Act – non-joinder of Attorney General – third party does not become defendant unless plaintiff so elects; TASAC Regulations (GN No. 338/2018) – jurisdiction limited to regulated service providers and mainland services; Pleadings – third party notice and annexures may suffice to plead negligence.
12 December 2022
Applicant failed to prove irreparable harm; interim injunction refused and parties ordered to proceed with the main suit.
Commercial law – interlocutory injunctions – requirements: prima facie case, irreparable harm not compensable by damages, balance of convenience; procedural point – withdrawn preliminary objection cannot be revived; court will not decide matters reserved for the main suit when dealing with interim relief.
8 December 2022
The Taxing Officer’s instruction-fee award was upheld, but separate court-attendance fees were disallowed as duplicative.
* Taxation of costs – Advocates Remuneration Order – instruction fees – assessment guided by nature, complexity, time and proportion of claim to trial – wide discretion of Taxing Officer; court interference only if decision is injudicious. * Taxation of costs – court attendance fees – where attendance is part of advocacy, separate attendance fees may be disallowed as duplicative.
7 December 2022
Applicant's plaint disclosed a cause of action; respondent's preliminary objections for lack of particulars and embarrassment dismissed.
Civil Procedure – Pleadings – Order VI Rules 3, 4 & 16; particulars of fraud/breach of trust and undue influence; when preliminary objections are inappropriate because they raise factual issues; plaint must disclose cause of action (Auto Garage test; Mukisa Biscuits).
7 December 2022
An advocate who attested a document used in the same proceedings is disqualified for conflict of interest.
Notary Public/Commissioner for Oaths Act s.7; Advocates (Professional Conduct and Etiquette) Reg.45 G.N.118/2018; conflict of interest — advocate who attested a document relied on in same proceedings; disqualification to avoid prejudice/embarrassment; early determination to prevent wasted court resources.
5 December 2022
An advocate who attested a security document as commissioner for oaths is disqualified from representing parties in the same matter.
* Professional conduct – Advocate also Commissioner for Oaths – Conflict of interest arising from attestation of documents relied on as evidence; applicability of Section 7 Cap 12 R.E. 2019 and Regulation 45 G.N. 118/2018. * Disqualification – Real possibility of being called as witness or embarrassment suffices; disqualification may be ordered before actual testimony. * Procedure – Court may determine conflict of interest early to avoid wasting proceedings and expungement of records. * Remedy – Disqualification with opportunity to obtain new counsel; costs allocation.
5 December 2022
Preliminary objection that registration of an arbitral award was time‑barred was overruled; government fee exemption made e‑filing admission the filing date.
* Arbitration — Registration of arbitral awards — Limitation period six months from publication (Law of Limitation Act, item 18, Part III). * Civil procedure — E‑filing — Filing date: admission into e‑filing system vs payment of court fees. * Court fees — Government entities exempt under Rule 7(1), G.N. No. 247 of 2018; effect on filing date. * Preliminary objections — Mukisa Biscuits principle: PO must raise a pure point of law resolvable on the record, not requiring external evidence.
2 December 2022
Guarantors liable after borrower default; two securities sold, outstanding TZS 60,861,055 plus agreed interest and costs.
* Banking law – Loan facilities – default and exercise of power of sale by mortgagee – auction sales and proof of proceeds. * Contract of guarantee – guarantors’ liability co‑extensive with principal debtor under Section 80 Law of Contract Act. * Evidence – party alleging disposition or higher receipts bears burden to prove on balance of probabilities. * Remedies – decretal sum, contractual interest, penalty interest, general damages, post‑judgment interest and costs.
2 December 2022
November 2022
Court awarded proved outstanding loan of TZS 2,293,114,643.65; sale of securities lawful; counterclaim dismissed; costs shared.
Banking law – loan facilities and guarantees; proof of disbursement – reliance on bank account statements; disposal of securities – requirements for immovable (public notice) and movable property; interest calculation and deductions – necessity to account for proceeds and seized deposits; entitlement to claim unrecovered balance after sale of securities.
30 November 2022
Whether the applicant may set aside the Taxing Officer's award of instruction fees under the statutory scale.
Taxation of costs — Judicial review limited to error in principle or manifestly excessive/insufficient quantum; Advocates Remuneration Order (2015) — application of statutory scale (3%) and taxing officer’s discretion; Subject-matter value ascertainable from pleadings; Taxing officer may proceed in absence of parties.
30 November 2022
A company must have a board resolution authorising litigation; absence renders the plaintiff's suit incompetent.
Company law – requirement of board/shareholders' resolution to authorise litigation; Civil procedure – competence of plaint where corporate authorisation absent; Binding precedent – Court of Appeal decisions binding on subordinate courts despite foreign contrary authority.
29 November 2022
A contractual claim for compensation arising from failure to issue fiscal receipts is not automatically a tax dispute for the Tax Board.
Jurisdiction — Tax Revenue Appeals Board (s.7) — exclusive original jurisdiction only for disputes arising from administration of revenue laws — genesis of dispute controls jurisdiction — contractual claim for compensation over failure to issue EFD receipts is a civil matter, not a tax dispute — Mukisa test for preliminary objections.
29 November 2022
Default judgment granted for recovery of restructured loan; guarantors held jointly and severally liable with contractual and post‑judgment interest.
Commercial law – Loan facility and deed of variation – Default judgment under Rule 22(1) – Service by publication – Directors' guarantee and joint and several liability – Contractual and post‑judgment interest – Evidence by affidavit and supporting documents.
28 November 2022
A non-self-contained consent decree is not executable; sale by private treaty in execution of such decree is null and set aside.
Civil procedure — execution of decrees — decree must be self-contained and properly extracted (Order XX Rule 6(1)); sales in execution must be by public auction (Order XXI Rule 64) and preceded by proclamation (Rule 65); sale by private treaty in purported execution is null; Rule 91 refund/remedies.
28 November 2022
Delivery was proven from parties’ own records; only the admitted Tshs.12,042,500 was awarded, remaining claims dismissed.
* Contract/Sale of goods – delivery: documentary reconciliation may establish delivery even if invoices were billed to third parties. * Evidence – burden of proof (s.110 Evidence Act): claimant must prove facts on balance of probabilities; special damages require strict proof. * Loss of profit – special damages: requires clear, consistent and authenticated accounting records. * Sale of Goods Act (s.37) and acceptance: acceptance of goods or failure to complain may bar later denial of delivery.
25 November 2022
A foreign award conflicting with a domestic judgment declaring the underlying agreement void cannot be registered or enforced.
* Arbitration — Recognition and enforcement of foreign awards — Registration under Arbitration Act s.78 — Refusal where award conflicts with domestic judgment declaring underlying agreement void ab initio. * Private contracts — Validity and presentation of parties — Lack of consent and improper execution as ground to refuse enforcement. * Choice of law and chronology — Choice of foreign law or earlier foreign award does not override a domestic court's prior determination on validity between same parties.
25 November 2022
A preliminary objection that annexures were uncertified failed because certification appeared and advocate status of certifier required evidentiary proof.
Arbitration Act/Rules – Rule 63(1) – requirement to annex original or certified copy of arbitral award; Certification by Notary Public/Commissioner for Oaths; Preliminary objection – pure point of law versus mixed question of fact and law; Mukisa principle – limits on deciding factual disputes on preliminary objections.
25 November 2022
A preliminary objection on uncertified annexures was overruled because certification appeared on the record and factual disputes cannot be decided on a PO.
* Arbitration law – Rule 63(1) (Arbitration (Rules of Procedures) 2021) – requirement to annex original or certified copies of award – certification by notary/advocate. * Civil procedure – preliminary objection – distinction between pure point of law and mixed question of law and fact; factual disputes not to be decided on preliminary objection. * Court practice – power to peruse pleadings/records but inability to resolve evidentiary facts at PO stage.
25 November 2022
Applicant's claim against the respondent for company debts dismissed for lack of proof and corporate separation.
* Companies law – shareholder liability – personal liability of paid-up shareholders ordinarily arises on winding up, not by informal internal resolutions; * Evidence – necessity of documentary proof (resolutions, notices, audited accounts) to establish corporate indebtedness and fixation of shareholder liability; * Civil procedure – failure to reply to a paragraph does not automatically establish admission where the defence, read as a whole, denies claims; Order XII r.4 (judgment on admission) must be invoked where appropriate; * Corporate personality – Salomon principle prevents suing shareholders for company debts absent legal basis.
25 November 2022
Counsel’s illness justified setting aside a dismissal, though counsel should have notified the court or sent a substitute.
* Civil procedure – Order IX r.6(1) CPC – setting aside dismissal for non-appearance; medical incapacity of counsel as sufficient cause; duty to notify court or send substitute counsel; costs award for appearance and prosecution.
24 November 2022
Oral supply contract enforced; respondent liable for unpaid goods, interest and costs.
* Contract law – oral supply agreements recognised under Law of Contract Act and Sale of Goods Act – invoices and delivery notes as proof of supply. * Evidence – delivery notes, signed invoices and dishonoured post-dated cheques support claim; failure to call intended witness and failure to cross-examine undermines defence. * Breach of contract – non-payment for supplied goods; quantification of debt after exclusion of unproved invoices. * Remedies – award of principal sum, commercial interest from breach date, post-judgment court interest, and costs; no general damages awarded.
23 November 2022
Whether conversion (novation) of an overdraft into a term loan discharged the respondent from liability.
Contract law – Novation/cession – Conversion of overdraft to term loan; formation and acceptance of contract; revocation rules; effect of settlement on guarantors' liability; failure to prove debt; dismissal with costs.
23 November 2022
Application to lift corporate veil and execute against a director is incompetent after company winding up without court leave.
* Companies law – Winding up – Effect of winding up order on directors’ powers and on execution proceedings; requirement of court leave or liquidator’s action before proceedings may continue against a wound-up company; attempted lifting of corporate veil without leave is incompetent.
23 November 2022
Court adopted parties' settlement, ordering payment, specific performance and reimbursement as a consent decree.
Commercial law – Consent judgment – Recording and adoption of a deed of settlement under Order XXIII r.3 CPC – Enforcement of settlement by specific performance and monetary payments – Lease dispute (unpaid rent and construction of facilities).
21 November 2022
Specific denials of principal allegations prevent deemed admissions under Order VIII; preliminary objection dismissed.
* Civil Procedure – Pleadings – Order VIII Rules 3, 4 and 5 CPC – Requirement for specific and express denials of main allegations; facts not specifically denied deemed admitted. * Pleadings – Evasive denials – When denial is sufficiently specific to avoid judgment on admission.
21 November 2022
Bank entitled to judgment against borrower and certain guarantors; two guarantors exonerated due to suspected forged mortgage.
Commercial law – loan facility and security – overdraft facility; Guarantees – scope and enforcement of personal guarantees; Demand/notice – demand not prerequisite to guarantor liability; Property law – mortgage validity and forgery allegations; Remedies – contractual interest, court interest, general damages and costs.
18 November 2022
Sale agreement alone cannot defeat an attachment; registered land requires formal transfer approval and evidence of possession.
Civil procedure – Execution/objection to attachment; burden on objector to prove interest or possession; registered land transfers require Commissioner for Lands’ approval and Land Forms No.29, 30, 35; sale agreement insufficient to prove vesting.
18 November 2022
Applicants failed to show illegality warranting extension of time to apply to set aside a default judgment.
Commercial procedure – extension of time to apply to set aside default judgment – requirement to demonstrate illegality – alleged service irregularities and fraud – remittal by Court of Appeal – illegality must be determinable/rectifiable in the intended application.
18 November 2022
A defective verification clause must disclose its source of information but may be cured by amendment; objection sustained, amendment ordered.
Civil procedure – verification of pleadings – Order VI Rule 15(1) – verification must disclose whether averments are from personal knowledge or another’s information – defective verification clause – curable by amendment – preliminary objection sustained but suit not struck out.
18 November 2022
17 November 2022
Court records parties' settlement as consent judgment, making settlement terms enforceable as a decree upon default.
* Civil procedure – Consent judgment – Recording and adopting a deed of settlement under Order XXIII rule 3 as a court decree. * Enforcement – Settlement terms enforceable as a decree; single default accelerates liability and permits realization of securities and enforcement of guarantees. * Commercial – Conversion of foreign-currency liability to local currency and structured instalment repayment without interest. * Security – Existing securities and personal guarantees remain in force until settlement sum paid in full.
17 November 2022
A decree-holder must prove fraud or concealment, not merely lack of attachable assets, to justify piercing the corporate veil in execution.
Corporate veil – Execution of decree – Requirement to prove absence of real separation between company and owners – Need for evidence of fraud, concealment of assets or deliberate obstruction of execution – Mere lack of attachable company assets or assets held in director’s name insufficient to pierce veil.
16 November 2022
Court extended time and ordered summons where decree holder denied alleged out-of-court payments under Order XXI Rule 2(1).
Civil Procedure — Order XXI Rule 2(1) — certification of out-of-court payments — primary duty on decree holder to report payments; judgment debtor to prove payments only if decree holder fails or refuses — extension of time to file Deed of Adjustment and issuance of show-cause summons where payments are disputed.
15 November 2022
Prohibitory orders valid where execution was sought within one year; review dismissed with costs.
* Civil Procedure – Execution – Order XXI Rule 20 – Notice to show cause required only in specified instances; execution within one year dispenses with mandatory notice. * Civil Procedure – Court may dispense with notice to show cause for recorded reasons if notice would cause unreasonable delay or defeat justice. * Review jurisdiction – stringent standard; absence of adequate grounds warrants dismissal. * Distinction: imprisonment cases under Order XXI Rule 37 are not analogous to notice-to-show-cause requirement.
15 November 2022
Judgment on admission entered where defendant’s evasive defence led to deemed admission of indebtedness under Order VIII.
Civil Procedure – Order VIII rules (3)–(5) – defendant’s duty to deal specifically with each allegation – failure to deny leads to admission; Judgment on admission appropriate where Acknowledgment of Debt admits liability; contractual interest and post-judgment interest; discretion as to general damages and costs.
14 November 2022
Court recorded parties' deed of settlement as consent judgment ordering USD10,000 in instalments and barring further related suits.
Consent judgment – recording and adoption of deed of settlement under Order XXIII r.3 CPC and Commercial Division rules; enforceability of settlement terms; installment payment schedule; res judicata/effect of consent judgment; default clause and execution rights.
14 November 2022
Court adopted the parties' settlement as a consent judgment, imposing the agreed payment schedule and final waiver of claims.
Commercial law – Consent judgment – Recording and adoption of a settlement deed under Order XXIII r.3 CPC and High Court (Commercial Division) Rules; enforceability of settlement terms including payment schedule, interest and legal fees; execution on default; final waiver of related claims.
11 November 2022