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.

361 judgments
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361 judgments
Citation
Judgment date
December 2023
Lender lawfully repossessed and sold vehicle after contractual 30‑day default; counterclaimant awarded outstanding debt and interest.
Contract law – Vehicle Asset Financing (VAF) – contractual clause permitting repossession after 30‑day arrears; repossession and sale lawful if done pursuant to contract; regulatory 90‑day non‑performing asset rule not applicable absent party agreement; breach by financed party for missed instalments; award of outstanding principal with contractual and post‑judgment interest.
15 December 2023
The petitioner’s special resolution and insolvency justified a voluntary winding-up and appointment of an official receiver.
* Companies Act – Winding up – Voluntary winding up by special resolution – Validity of members’ special resolution under s.279(1)(a). * Insolvency – Inability to pay debts and liabilities exceeding assets as grounds for winding up. * Companies (Insolvency) Rules – Compliance with publication requirements (Rule 99(2)(b)). * Appointment of official receiver – Court’s power under ss.209 and 292 to appoint a receiver for winding up.
15 December 2023
Court entered consent judgment fixing outstanding debt and payment timetable, with each party bearing its own costs.
Commercial law – supply agreement – consent judgment – deed of settlement filed and verified – outstanding debt fixed and payable on receipt of final account; interim payments and deadline for full settlement.
15 December 2023
Applicant entitled to judgment for USD 870,095.96; respondent bound by agreement signed by its senior officers, interest and costs awarded.
Commercial law – loan conversion and corporate liability – validity of company agreement signed by senior officers; Evidence Act – requirement to produce originals (s.66–68) and expunging of photocopies; Companies Act – authority of directors to bind the company; remedies – decretal sum, commercial interest and costs.
15 December 2023
Defendant breached settlement deed by failing to pay agreed quarterly instalments; plaintiff awarded outstanding price, interest and costs.
* Contract law – deed of settlement – construction and effect of payment clauses; instalment obligations vs. contingent payment by clients; * Breach of contract – failure to pay agreed quarterly instalments constitutes breach; * Remedies – specific (contract) damages for outstanding price, commercial interest pre-judgment, court rate post-judgment, and costs; general damages declined.
15 December 2023
Extension of time granted to appeal where arbitral award’s legality was prima facie undermined by expert-determination clause and excess mandate.
Arbitration/expert determination – distinction between expert determination and arbitration; validity of arbitration agreement – requirement of agreement to arbitrate; jurisdiction of tribunal – effect of exceeding contractual mandate (21 days); illegality as ground for extension of time; procedural relief – limits on High Court granting extension to serve Court of Appeal procedural documents; retrospective effect of procedural statutory amendment (Act No.11/2023).
13 December 2023
The respondent was liable for the crane's sinking during offloading and ordered to pay general damages and costs.
* Commercial hire contracts — allocation of risk and duty to offload — title and risk passing on delivery to hirer. * Marine transport liability — responsibility for offloading and control of operator when vessel engaged by hirer. * Evidence — burden to prove specific damages and requirement of technical reports for damage valuation. * Contribution and indemnity — hirer/owner/operator of vessel may be liable to indemnify the party held liable; port authority not liable where offloading proceeded without authorization. * Remedies — award of general damages where specific damages not strictly proved, with commercial interest and costs.
12 December 2023
Court orders release of fuel to applicant after finding payments under an irrevocable, confirmed LC and risk of injustice.
Commercial law – interlocutory relief; letters of credit – irrevocable, confirmed, revolving LC and effect of reinstatement/expiry; jurisdiction – arbitration clause versus court proceedings and requirement to seek stay; shipping/bill of lading – alleged endorsement/sale and potential diversion of cargo; injunction principles – prima facie case, irreparable harm, balance of convenience.
8 December 2023
Failure to show sufficient cause and presence of applicant’s officer who was notified justified refusal to set aside ex-parte judgment.
* Civil Procedure – Order IX Rule 9 – setting aside ex-parte decree – requirement to show sufficient cause for non-appearance. * Civil Procedure – Section 95 – inherent powers – sparing use to protect ends of justice. * Procedure – notice of date of delivery of judgment – attendance of party's principal officer constitutes notice. * Discretion – exercise must be judicious, requiring cogent reasons and proportionality.
7 December 2023
A purchaser in execution is entitled to possession where resistance is unjustified; court ordered eviction and possible civil detention.
Order XXI Rules 95 & 96 CPC – purchaser in execution – entitlement to possession when resisted; proof on balance of probabilities; obstruction without just cause; court power to order eviction and civil detention (up to 30 days).
5 December 2023
November 2023
A Taxing Officer must stay taxation proceedings when a Notice of Appeal to the Court of Appeal has been filed.
* Taxation – stay of taxation proceedings pending appeal – effect of lodging Notice of Appeal on High Court jurisdiction. * Civil procedure – point of law raising jurisdiction – duty of taxing officer to address jurisdictional objection. * Advocates Remuneration – instruction fees – discretion of taxing officer and requirement (or not) for proof/receipts.
30 November 2023
An application for extension to file a defence must be made within the statutory period; late applications will be dismissed.
Civil procedure – Extension of time – Rule 20(2), High Court (Commercial Division) Procedure Rules – Specific statutory time for making application for extension to file defence – Application outside seven‑day grace period invalid – Late engagement of counsel not good cause.
29 November 2023
Discovery under Order XI r.10 granted in part; overly general or third‑party documents refused.
Civil procedure – discovery of documents under Order XI rule 10 CPC; relevance and fairness as guiding principles; limits on fishing expeditions; possession/power requirement; competency of advocates’ affidavits.
28 November 2023
Whether pre-contractual emails estopped the respondent from repudiating and justified the bank's upfront 0.75% facilitation fee deduction.
* Commercial/contract law – pre-contractual negotiations – when emails may create enforceable expectations or estoppel; relevance of pre-contractual exchanges as background or to found equitable relief. * Banking law – banker–customer fiduciary duties; lawful debiting of customer accounts and proof required for deductions. * Remedies – specific damages must be pleaded and strictly proved; general damages require reasons. * Appellate procedure – first appellate court must re-evaluate evidence where trial evaluation was defective.
27 November 2023
Claim dismissed where premium was unpaid, the plaintiff lacked ownership/insurable interest, and made material misrepresentations.
Insurance law – validity of cover conditional on full premium payment (cash-before-cover); insurable interest and vessel registration; uberrimae fidei (utmost good faith) and material misrepresentation; proof of loss; Insurance Premium Financing arrangements.
24 November 2023
A non-decree holder cannot sue to enforce another’s decretal sum; suit was premature, incompetent and struck out.
Civil procedure — Jurisdiction; res judicata and res sub judice — Effect of pending appeal at Court of Appeal on High Court jurisdiction; Assignment of decree — Order XXI Rule 14 CPC and proper procedure for assignee (execution application) — Locus standi to enforce decretal sums — Procedural competence and premature suits.
24 November 2023
Application to set aside default judgment dismissed for failure to show sufficient cause and no arguable defence.
Commercial procedure – Rule 23 HCCD Rules – setting aside default judgment; substituted service by publication – validity where ordinary service futile or party avoiding service; requirement to show sufficient cause and an arguable defence; alleged illegality must be apparent on the face of the record.
24 November 2023
Applicant failed to show sufficient reason to set aside default judgment given effective substituted service by publication.
Setting aside default judgment; sufficiency of reasons under Rule 23(2)(b); substituted service by publication as effective service; hearsay and need for affidavit from third-party witness.
20 November 2023
Court finds petitioners' membership intact, unlawful management and invalid share transfers; orders vacatur, meetings, and costs.
Companies Act s.233 – unfair prejudice – whether conduct (unauthorised bank accounts, exclusion from management, attempted share transfers) amounts to unfairly prejudicial conduct; membership/standing – whether petitioners were members when petition filed; validity of share transfers – powers of attorney, compliance with MEMARTS and board procedures; undue influence and attestation requirements (Evidence Act s.70); appropriate remedies – declarations, vacatur of premises, authorization to sue on behalf of company, AGM/directors’ meeting to appoint managing director.
17 November 2023
Court ordered compulsory sale of an untraceable shareholder's shares, valuation by court-appointed auditor, proceeds held by Administrator General.
Companies Act – compulsory sale of shares of an untraceable shareholder – court-appointed valuation – sale at fair market value – proceeds deposited with Administrator General – Registrar to update share register.
17 November 2023
Plaintiff's failure to pay the contract balance was a breach; defendant did not breach and suit is dismissed with costs.
Commercial law – Sale agreement – Partial payment and failure to pay balance – Breach of contract by purchaser; Termination agreement – effect and enforceability; Claim for refund and damages – burden of proof; Evidentiary reliance on written sale and termination agreements.
17 November 2023
High Court lifts warrant of attachment and restores property where a Court of Appeal stay and related application remain pending.
Commercial procedure — stay of execution by Court of Appeal; conditional bank guarantee; enforcement of decree by warrant of attachment; forum shopping and appropriate forum for rescission; restoration of attached property pending appeal.
16 November 2023
Court recognized and enforced a consent arbitral award as judgment, ordering specified instalments, currency terms, and SOFR+4.5% interest.
Arbitration – Consent (final settlement) award – Recognition and enforcement as judgment – Dispositive portion of award entered as court judgment – Enforcement modalities: instalment schedule, currency/equivalent, bank account, interest on overdue amounts (SOFR +4.5%).
15 November 2023
Leave to appeal granted where affidavit discloses arguable or novel legal issues; costs in the cause.
Appellate jurisdiction – leave to appeal – discretionary grant where proposed appeal is arguable, raises issues of general importance or novel points of law – reliance on established authorities – costs in the cause.
14 November 2023
The applicant lacked locus standi to sue for trade mark infringement because it was not the registered proprietor of the mark.
Trade mark law — Locus standi to sue for infringement — Registration required for exclusive right — Expungement of registration — Effect on infringement claims — Distinction between infringement and passing off — Trade and Service Marks Act ss.14, 30, 31; Paris Convention Art.6D.
14 November 2023
Plaintiff failed to prove on a balance of probabilities that the insured vehicle collided with the alleged third-party vehicle; claim dismissed.
Civil procedure; burden and standard of proof – claimant must prove alleged accident on balance of probabilities; insurance claim repudiation – insurer may rely on independent investigation report; evidence evaluation – failure to call police or third-party witnesses undermines claim.
14 November 2023
Refusal to remove the applicant's name and credentials from company and regulator records constitutes unfair prejudice under s233.
Companies Act s233 – unfair prejudice – refusal to remove former technical director’s name and credentials from company and regulator records; directors’ omission to effect share transfer under articles; remedies: auditor/valuation, buyout, rectification at BRELA/CRB, injunction; minority shareholder protection.
10 November 2023
Court overruled arbitration objection: company meeting disputes statutory and not arbitrable; JVA arbitration clause did not bind the company.
Company law – Court power under Section 137 to order shareholders’ meeting; Arbitrability – whether company meeting disputes are arbitrable; Contracts/JVA – arbitration clause not binding non‑party company; Precedent – Russell v Northern Bank and Beattie cited; Distinguishable authority – Misc. Commercial Cause No. 44/2022 inapplicable.
10 November 2023
A bank’s conduct made it bound to an unsigned premium-financing agreement and liable for losses from non-payment.
Insurance — Insurance Premium Finance agreement — acceptance by conduct — unsigned agreement binding where bank acted on it; Insurance law — premium must be paid at inception for cover to be valid (Insurance Act s.137 and Regulation 35); Agency/broker — issuance of cover notes by broker does not validate cover absent premium payment; Evidence — adverse inference where party withholds material communications.
10 November 2023
Applicant failed to show sufficient cause for extension to file bill of costs; application dismissed with costs.
Extension of time – Bill of costs – Whether sufficient cause shown – Corporate management changes and communication failures – Requirement to account for each day of delay.
10 November 2023
The respondents breached the credit facility and are liable to repay the principal and accrued interest, with interest and costs awarded.
* Commercial law – Credit facility – enforcement of loan and guarantees – borrower’s duty to repay despite alleged procedural breaches by lender. * Evidence – preponderance of probabilities – registration records and investigation reports weight against defendants. * Remedies – principal, contractual accrued interest, contractual commercial interest, and judgment interest; general damages denied. * Insurer/escrow defenses – insurer’s investigation noted lapses but did not relieve borrowers of repayment obligation.
10 November 2023
Insurer unjustifiably delayed/repudiated a fire claim without proving fraud; insured awarded indemnity, damages, interest, and costs; broker cleared.
Insurance law – insurer's duty to indemnify and statutory time for settlement (Insurance Act ss.131,148) – burden of proof on insurer to establish alleged fraud – delay in settlement entitles insured to damages and interest – broker not liable where acting as intermediary.
7 November 2023
Leave to appeal refused where High Court properly exercised discretion in granting extension of time; application dismissed with costs.
Appealability – extension of time orders; interlocutory orders – whether extension orders are non-appealable; Extension of time – good cause, accounting for delay, diligence; Judicial discretion – injudicious/arbitrary exercise and appellate intervention; Leave to appeal – requirement of arguable issues and public importance.
3 November 2023
Commercial debt claim succeeded; court awarded principal, commercial and court interest, general damages and costs.
Commercial law – contract for sale of goods on credit – conduct and bank payments can establish contract – forgery allegations require proof – contractual interest not proved; court awards commercial interest and damages.
3 November 2023
Plaintiff’s loan recovery suit struck out as premature pending appeal; termination constituted default and loan conversion lawful.
* Commercial law – staff loan agreement – clause making termination an event of default and permitting conversion to commercial loan. * Contract enforcement – conversion of staff loan to commercial loan lawful where agreement provides for it. * Procedural law and equity – pending appeal and stay of execution on related labour award render enforcement proceedings premature. * Set-off – claim for substantial labour award cannot be determined while related appeal is pending.
3 November 2023
SBLC facility dated 26 March 2018 did not take effect; plaintiffs’ earlier debts were cleared and lenders must discharge securities.
Commercial law – banking facilities – standby letter of credit (SBLC) – validity and effect of facility letters; foreign loan registration – Bank of Tanzania correspondence showing anomalies; escrow disbursement used to repay local bank exposures; withholding security after repayment – unlawful; counterclaims based on called SBLC and overdraft dismissed.
3 November 2023
Court adopts parties’ settlement as judgment ordering USD 652,712.74 payment within six months, interest on default, and finality.
* Civil procedure – Settlement and compromise – Adoption and registration of deed of settlement under Order XXIII Rule 3 as court judgment. * Enforcement – Decretal sum payable by electronic funds transfer within agreed grace period; interest on default. * Finality – Settlement judgment extinguishes past, present and future related claims. * Costs – Each party to bear its own costs.
1 November 2023
October 2023
Court entered consent judgment enforcing parties’ settlement for USD 166,528.68 payable in 14 installments.
Consent judgment – deed of settlement freely entered – recording and enforcement of settlement as consent judgment – specified installment payment schedule and payment method.
31 October 2023
Court recorded parties' settlement as consent judgment, finding the Deed met Order XXIII Rule 3 and marking the suit compromised.
Commercial law – consent judgment – Deed of Settlement recorded as judgment – Order XXIII Rule 3 Civil Procedure Code – suit marked as compromised – court discretion to record settlements.
31 October 2023
Sale below valuation does not warrant setting aside an execution sale without specific irregularity, injury and causation.
Execution sale – Order XXI Rule 88(1) CPC – setting aside sale requires material irregularity/fraud in publishing or conducting sale; inadequacy of price alone insufficient – need particulars, proof of substantial injury and causal link; Land Act s.133(2) argument on forced value inapplicable to execution decree sale.
31 October 2023
Court refused adjournment, struck out plaintiff’s witness statements under rule 56(2), and dismissed the case for want of prosecution.
* Commercial Court – adjournment – collusion between parties – court’s refusal to adjourn where parties jointly seek delay. * Evidence – witness statements – failure to produce witnesses for cross-examination – striking out under rule 56(2) Commercial Court Rules. * Civil procedure – dismissal for want of prosecution. * Costs – no costs awarded where parties colluded to frustrate court process.
30 October 2023
Whether a taxing officer may lawfully award instruction fees above statutory scales based on case complexity and time.
* Taxation of costs – instruction fees – applicability of scales under Advocates Remuneration Order G.N. 264 of 2015 – discretionary increase for complexity, time, value and conduct of parties. * Civil procedure – limited judicial interference with Taxing Officer’s assessment – requirement of unjudicial exercise to warrant intervention.
27 October 2023
Judgment on admission where defendant’s pleading admitted debt; plaintiff awarded outstanding sum, interest, damages and costs.
Civil procedure — Judgment on admission — Express admission in pleadings and oral acknowledgement by counsel — Order XII Rule 4 CPC; Contract — unpaid supply of goods — outstanding principal, contractual (commercial) interest, judgment interest; Damages — breach of contract and award of general damages; Costs — successful party entitled to costs.
27 October 2023
Applicant proved unpaid contractual balance; respondent estopped by completion certificate and acknowledgment, awarded principal, damages and interest.
Contract law – breach for non‑payment; estoppel by issuance of Certificate of Satisfactory Completion and written acknowledgement; ex parte proceedings after respondent default; proof required for prolongation and additional works claims; award of reduced late‑payment compensation and interest at court rate.
27 October 2023
The applicant failed to prove the date and circumstances of the loss within the policy period and so is not entitled to indemnity.
Insurance law – goods-in-transit policy – existence of cover – proof of loss date – onus on insured to prove loss within policy period – requirement of transport documentation (permits, delivery notes, driver’s licence) – failure to prove entitlement to indemnity – suit dismissed with costs.
27 October 2023
Plaintiff failed to prove the vehicle loan claim; business loan unpaid and enforceable, guarantors not liable due to plaintiff's delay.
Banking & Security – Loan facilities – failure to produce purchase/sale/registration documents defeats claim under a vehicle-financing facility; Business loan - borrower liable where maturity and unpaid balance established; Guarantees & mortgages – creditor’s delay and failure to attempt realization and late notice to guarantor defeat enforcement; Reliefs – set-off, limited interest (7% p.a. after one month), reimbursement of entrusted funds, denial of excessive claimed interest and costs.
27 October 2023
A contractual forum-selection clause selecting foreign courts ousts local jurisdiction and warrants striking out the suit.
Civil procedure — Jurisdiction — Effect of contractual forum-selection clause — Section 7 Civil Procedure Code — Suit struck out where parties agreed disputes be litigated in foreign courts; relevant appellate authority.
26 October 2023
A suit based on compromise of an unregistered arbitral award is premature; registration and decree are required.
* Arbitration law – award registration and enforcement – an arbitral award must be registered and a court decree issued before it is enforceable or executable under the Arbitration Act. * Civil procedure – preliminary objection – competence of suit premised on unregistered arbitral award. * Compromise agreements – a compromise purportedly arising from an arbitral award cannot be enforced absent registration and decree. * Judicial procedure – awardee must apply to court for registration; court will not register suo motu.
20 October 2023
Employer’s payroll/terminal‑benefit undertaking is not a guarantee; employer not a necessary party, preliminary objection overruled.
* Civil procedure – Preliminary objection – Non‑joinder of necessary party – Whether employer’s payroll/terminal‑benefit undertaking equals a guarantor’s covenant. * Contract law – Distinction between loan agreement and separate contract of guarantee; scope of employer declaration. * Evidence/procedure – When a preliminary objection raises pure point of law versus questions requiring factual determination.
20 October 2023
Bank entitled only to proven overdraft principal (Tshs. 200,000,000) and damages; unproven/additional claims and 24% interest dismissed.
* Banking law – Overdraft facility – enhancement by deed of variation – effective quantum determined by deed and evidence. * Proof of claim – burden on plaintiff to prove additional principal and payments; unpleaded claims inadmissible. * Remedies – award of principal and general damages; refusal of contractual high-rate interest where delay exists; enforcement by sale of securities.
20 October 2023