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.

3,214 judgments
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3,214 judgments
Citation
Judgment date
May 2025
Whether a petition challenging an arbitral award was time‑barred despite the court’s express leave and deadline to file.
Arbitration — challenge to arbitral award — limitation and extension of time — effect of court granting leave with a specific filing deadline — compliance with court orders — distinction from cases where leave was not expressly granted.
30 May 2025
Counterclaim struck out for failing to state when the cause of action arose, in breach of Order VII, Rule 1(e) CPC, with costs.
Civil procedure – counterclaim – mandatory particulars – Order VII, Rule 1(e) CPC requires statement of when cause of action arose; omission is fatal and justifies striking out. Procedural irregularities – preliminary objection must specify grounds raised; new matters not disclosed in notice may not be entertained. Remedy – omission of date of cause of action warrants striking out rather than amendment in the circumstances.
30 May 2025
Extension of time granted where applicant alleged arbitral award illegality and respondent did not contest factual averments.
Extension of time – Limitation Act s.14 – Lyamuya test – failure to file counter‑affidavit concedes factual allegations – illegality in arbitral award as sufficient ground to extend time – Arbitration Act time limits noted.
30 May 2025
Extension of time granted to challenge arbitral award due to alleged illegality in the unilateral appointment of arbitrator.
Arbitration – Application for extension of time – Sufficient cause – Apparent illegality – Unilateral appointment of arbitrator contrary to agreement – Composition of arbitral tribunal – Contradictory arbitral orders – Commercial contracts and diplomatic immunity – Law of Limitation Act s.14(1); Arbitration Act ss. 21, 34, 74, 77.
30 May 2025
Court allowed plaintiff to withdraw suit, vacated default-judgment pursuit, granted leave to refile and half-fee exemption.
Civil procedure – withdrawal of suit after order to pursue default judgment – vacating default-judgment pursuit order; withdrawal with leave to refile; costs; partial filing-fee exemption under Court Fees Rules GN 247/2018 Rule 6.
27 May 2025
Application to lift corporate veil dismissed as court was functus officio and lacked jurisdiction to re-decide the same issue.
Company law – lifting the corporate veil – application to make company directors personally liable for a judgment debt; Civil procedure – functus officio – court lacks jurisdiction to re-determine issues finally decided in earlier proceedings; Execution – remedy alleged failure to satisfy decree cannot be pursued by re‑opening a previously dismissed application; Procedural – substituted service and ex parte hearing; no order as to costs.
26 May 2025
Application for stay of execution dismissed as overtaken by events after execution dismissal and extension granted.
Civil procedure – stay of execution – application for stay pending determination of extension of time to lodge appeal – overtaken by events where execution dismissed and extension granted – court declines to decide inter-judge stay power.
23 May 2025
Review dismissed: alleged errors were not apparent on the record and raised issues for appeal rather than review.
Civil procedure – Review – scope limited to obvious errors on face of record; Limitation Act s.14 – extension of time may be sought before or after expiry but requires sufficient reasons; Computation of time for setting aside dismissal orders; Attempted/rejected online filings are not court records for review; Lyamuya principles on delay are matters for consideration but do not convert appeal issues into reviewable errors.
23 May 2025
The applicant failed to prove Order XXI r39(2) conditions; a respondent cannot represent other natural respondents without authorization.
Execution — Arrest and detention of judgment debtors — Order XXI r.39(2) Civil Procedure Code — executing court must be satisfied of fiduciary obligation, concealment/transfer, undue preference, refusal to pay despite means, or likelihood of absconding before committal; Representation — a natural person cannot be represented in a show-cause affidavit by another natural person without formal authorization; Stay of execution — once notice of appeal is lodged only the Court of Appeal can grant stay; High Court functus officio on matters already decided.
23 May 2025
Unauthorized commercial use of an individual's image warrants compensation; quantum reduced where proof of actual loss is weak.
Image rights – unauthorized commercial use of photographs – entitlement to compensation despite limited proof of actual loss. Damages – general damages for misuse of image – quantum depends on facts and evidential proof; excessive awards liable to reduction. Evidence – third‑party advertising agreement does not substitute for subject's consent. Relief – injunction against further use and joint and several liability for damages and costs.
23 May 2025
Extension denied where substituted service by publication was effective and applicant failed to show sufficient cause.
Extension of time – Limitation Act s.14(1) – applicant must show sufficient cause and account for each day of delay; Substituted service by publication – Order V Rule 16 CPC – effectual as personal service; Alleged illegality and denial of audi alteram partem – not apparent on face of record; Functus officio – court will not revisit matters already determined by order for substituted service.
23 May 2025
Default judgment refused where the plaintiff failed to prove existence of a required written international sale contract.
Commercial law – Default judgment under Rule 22 – procedural compliance vs substantive proof; burden of proof on plaintiff; Sale of Goods Act – international sale between corporations should be in writing; Evidence Act – preponderance of probabilities required.
23 May 2025
Post‑contract adjudication does not activate a contractual 28‑day arbitration deadline; statutory limitation governs post‑contract arbitration.
Construction law – adjudication as interim binding remedy during contract; referral to arbitration is a fresh submission not an appeal; intra‑contract 28‑day deadlines apply only during the contract life; post‑contract arbitration governed by Law of Limitation Act; court declines unnecessary extension of time.
23 May 2025
Court entered consent judgment enforcing settlement requiring the respondent to pay TZS 203,545,321.89 in two instalments.
Commercial law - consent judgment - Deed of Settlement enforced as court decree - payment schedule - abandonment of other claims - execution on default - costs each party.
21 May 2025
Action against bank for wrongful LC payment struck out for non-joinder despite res judicata objection failing.
Commercial law – Letters of Credit – wrongful honour and bank liability; Civil procedure – preliminary objections – res judicata requires identity of parties and cause of action; Civil procedure – necessary parties/non-joinder – beneficiary, receiving bank and interested procurement agency may be indispensable for complete and executable relief; Striking out for non-joinder; Interaction between arbitration awards and subsequent suits against banks.
16 May 2025
An application under section 51 of the Arbitration Act must be filed by petition; chamber summons is incompetent.
Arbitration Act, s.51 — mode of instituting applications; Regulation 63(1)(a) mandatory requirement for petitions. Procedure — petition versus chamber summons — distinct originating processes; chamber summons not substitute for petition. Overriding objective — cannot be used to circumvent mandatory procedural rules. Filing deadlines — compliance with court scheduling orders; consequences of non‑compliance.
16 May 2025
Applicant granted 30 days to file notice of appeal where court’s administrative error caused an incompetent appeal.
Appellate procedure — extension of time under section 11(1) AJA; defective certificate of delay; administrative error by court officers; sufficient cause evaluated on all circumstances; litigant not to be punished for court’s mistake.
16 May 2025
An Order XXI Rule 88 application is not maintainable after the executing court confirms sale and issues a certificate of sale.
Civil procedure — Execution of decree — Sale by public auction — Order XXI Rules 88, 90 and 92 CPC — Confirmation of sale makes sale absolute; 30‑day limitation to apply to set aside for material irregularity or fraud. Execution law — Certificate of sale and transfer of title — confirmation is judicial determination barring subsequent Rule 88 challenges by affected judgment-debtors. Land law — Forced‑sale/market value and bona fide purchaser protections; exception where fraud, collusion or dishonest conduct proved.
16 May 2025
Court extended the commercial case six months, dismissing time‑bar and verification preliminary objections.
Commercial Court — Rule 32 (speed track) — extension of life span of commercial case — discretion to extend even after expiry where sufficient reasons shown. Civil procedure — preliminary objections — must raise a pure point of law (Mukisa test); mixed fact-law objections dismissed. Evidence — verification of affidavits — signature in verification clause required; court to examine the affidavit on file. Case management — interlocutory applications and appeals may justify enlargement of speed track.
16 May 2025
Default judgment entered where plaintiff proved indebtedness and service by publication; defendants jointly and severally liable with interest and costs.
Commercial law – Default judgment under Rule 22 – Proof of service by publication; Evidence – affidavit and annexed loan/security documents to establish indebtedness; Remedies – joint and several liability for unpaid loan; Interest – pleading/proof of interest and court’s discretion to award post-judgment interest.
15 May 2025
Respondent to pay TZS 70,000,000 in two instalments under a consent decree recorded under Order XXIII r.3.
Civil Procedure — Consent decree — Order XXIII r.3 — Written signed compromise recorded in court — Court to record and pass decree; Settlement converted into decretal amount; Counterclaim relinquished; Costs each party to bear own.
14 May 2025
Taxing Officer’s award of TZS 5,000,000 instruction fees upheld as reasonable under 11th Schedule Item 1(d).
Advocates Remuneration Order, 2015 – taxation of costs – applicability of Eleventh Schedule Item 1(d) to petitions under s.233 Companies Act. Instruction fees – reasonableness and quantum – taxing officer’s discretion to award amounts not less than statutory minimum. Evidence at taxation – requirement for receipts/vouchers only when demanded by the taxing officer (Rule 58(1)). Review by reference under Rule 7(1) – challenge to taxing officer’s decision on quantum of costs.
13 May 2025
Preliminary objection of multifariousness dismissed: joinder of defendants severally permitted where common questions of law or fact exist.
Civil procedure – Joinder of parties and causes of action – Order I Rules 1 & 3 and Order II Rule 3 – multifariousness/misjoinder – preliminary objection – Mukisa test – power to strike out or order separate trials.
9 May 2025
Dispute under a refund agreement was held to fall within the MoU's broad arbitration clause and was referred to arbitration; each party to bear own costs.
Contract; Arbitration clause scope – broad‑form clause "in connection with" captures disputes arising from subsequent settlement/refund agreement; Refund agreement construed as interrelated with Memorandum of Understanding; Court's inherent power to refer parties to arbitration absent formal section 14 application; Stay under s.15 Arbitration Act not appropriate where matter has been referred to arbitration.
9 May 2025
High Court loses jurisdiction to determine a review once substantially identical proceedings are pending before the Court of Appeal.
• Civil procedure – jurisdiction – effect of pending proceedings in the Court of Appeal – High Court ceases to have jurisdiction once Court of Appeal is seised of the same subject matter; revision or appeal labels immaterial. • Civil procedure – review v. revision – substance over form where impugned order is identical. • Commercial execution – interlocutory relief affected by appellate proceedings.
9 May 2025
Court ordered convening of shareholders' meeting and appointment of the deceased member’s administratrix as director to restore quorum.
Companies Act s.137 – Court-ordered calling and conduct of shareholder meeting – quorum where co-shareholder deceased – appointment of administratrix of estate as director to regularize company affairs – protection of heirs’ interests during voluntary winding up.
9 May 2025
Court ordered convening of a company meeting and appointment of the deceased’s administratrix as director to attain quorum.
Companies Act – s.137 – Court-ordered calling and conduct of company meetings where a director/shareholder has died; appointment of administratrix of deceased’s estate as director to attain quorum; notification to Registrar of Companies.
9 May 2025
A notice of appeal divests the High Court of jurisdiction to tax costs; taxation conducted thereafter is nullified.
Civil procedure – Appeal – Effect of notice of appeal – Filing a notice of appeal divests the High Court (including Taxing Officer) of jurisdiction to tax costs; taxation proceedings conducted after notice of appeal are incompetent and liable to be set aside.
9 May 2025
Court entered consent judgment recording settlement reducing loan to TZS200,000,000; default reinstates full liability and sale.
Civil procedure – Consent judgment – Recording a Deed of Settlement under Order XXIII Rule 3 CPC; Settlement terms reducing loan liability; Mortgage discharge upon performance; Reinstatement of original liability and power to sell mortgaged property on default without further court process.
5 May 2025
Court recorded amended settlement as consent judgment, fixing repayment, interest, guarantees and immediate acceleration on default.
Civil procedure – consent judgment – recording and incorporation of an amended deed of settlement under Order XXIII Rule 3 CPC. Banking/loan recovery – settlement amount, interest rate and structured repayment schedule. Security and guarantees – irrevocable guarantee by guarantor and continuation of existing personal guarantees. Default and acceleration – missed instalment triggers immediate liability of guarantor without further proceedings or notice.
5 May 2025
Court overruled preliminary objection and granted applicants seven days to file a supplementary affidavit, each party to bear own costs.
Civil procedure — Supplementary affidavit — Leave to file additional evidence before hearing — Discretionary exercise of court’s power — Preliminary objection must raise a pure point of law, not disputed facts — Right to be heard — Parties bound by pleadings but may be permitted to add clarifying evidence.
2 May 2025
Execution of a monetary decree stayed pending resolution of related court applications.
Civil procedure - execution of decrees - stay of execution pending court applications - sufficient cause for halting execution
2 May 2025
High Court dismisses applicants' extension application: notice of appeal was timely; requests for certified copies must be sought in the Court of Appeal.
Appellate Jurisdiction Act s.11(1) – extension of time to file notice of appeal; distinctness of notice of appeal and application for certified copies. Jurisdiction – High Court lacks jurisdiction to extend time for lodging requests for certified copies intended for Court of Appeal; such applications belong to Court of Appeal. Extension of time – Lyamuya criteria: account for delay, non-inordinate delay, diligence; negligence of prior counsel not sufficient to cure jurisdictional defect.
2 May 2025
Conditional stay lapsed for failure to furnish bank guarantee; execution by attachment and sale of 90% interest in two mining licences ordered.
Execution — conditional stay by Court of Appeal requiring bank guarantee within 60 days — failure to furnish security — lapse of stay — insufficiency of unsubstantiated claims about banks/insurers — pending appeal does not bar execution absent valid stay — attachment and sale of 90% interest in mining licences ordered.
2 May 2025
Court dismissed challenge to Taxing Master’s award of instruction and attendance fees, finding no error in principle.
Taxation of costs – scope of judicial review – interference only where error in principle or manifest excess. Advocates Remuneration Order GN 263/2015 – applicability of Schedules (Ninth, Eleventh, Eighth) in taxing instruction and attendance fees. Instruction fees – discretion to award reasonable percentage based on complexity, time and witnesses. Attendance fees – permissible separate allowance under Eighth Schedule unless agreed to be included in instruction fee.
2 May 2025
Section 233 unfair-prejudice petition dismissed because petitioners were not company members and lacked locus standi.
Companies Act s233 – unfair prejudice petitions limited to company members; definition of "member" (s24) – subscriber or person entered in register of members; promise of shares/equitable expectations do not create statutory membership for s233 standing; locus standi is jurisdictional and may be determined on preliminary objection where pleadings establish non-membership.
2 May 2025
A factual allegation of late service cannot be decided on a preliminary objection; the plaint sufficiently disclosed its value.
Civil procedure  Preliminary objection  Point must be pure law and not require factual inquiry; submissions are not evidence. Court orders  Compliance required but breach requiring factual proof cannot be determinatively decided on PO. Pleadings  Order VII Rule 1 CPC  Statement of value may appear anywhere in the plaint and multiple passages may disclose value. Overriding objective invoked to prevent injustice.
2 May 2025
April 2025
Default judgment entered where defendants defaulted at pre-trial; affidavit proved claim; decree subject to newspaper publication before execution.
Commercial courts – Default judgment – Striking out defence for failure to attend pre-trial conference – Rule 31(1)(a). Commercial courts – Entry of default judgment on Form No.1 and affidavit – Rule 22 – proof on preponderance of probabilities (Evidence Act s.3(2)(b)). Reliefs – monetary judgment, commercial and decretal interest rates, and costs. Procedural condition – publication of decree before execution under Rule 22(2).
25 April 2025
Court may cure a pathological arbitration clause by incorporating institutional rules and refer the dispute to arbitration.
• Arbitration law – Pathological arbitration clause – appointment of non-existent authority renders clause inoperable.• Pro-arbitration approach – court may cure/supplement defective arbitration clauses to give effect to parties' intention.• Power to incorporate institutional arbitration rules – court ordered incorporation of NCC Arbitration Rules 2001 (reprinted 2017).• Referral to arbitration – matter transferred to arbitration and plaintiff ordered to initiate proceedings within 30 days.
25 April 2025
Court joined a party under Order I r.10(2) where absent party’s interests would be affected by the main suit.
Civil procedure – Joinder of parties – Order I r.10(2) CPC – second alternative: adding persons whose presence is necessary for complete adjudication. Distinction between Order I r.10(2) and Order I r.3 – necessary party versus party against whom right to relief arises. Commercial disputes intertwined with joint venture/management agreements – potential effect on proprietary interests justifies joinder. Arbitration clause and jurisdictional objections are premature at the joinder stage.
25 April 2025
Court cures a pathological lease arbitration clause by directing institutional arbitration under TIArb Rules and ordering commencement within 30 days.
Arbitration law — Court supervisory powers under the Arbitration Act; pathological arbitration clause; institutionalization of ad hoc arbitration; appointment of arbitrator; incorporation of TIArb Rules (2022); misapplication of Civil Procedure Code (Arbitration Rules) for Arbitration Act matters.
25 April 2025
Mortgagee lawfully sold mortgaged property; the applicant failed to prove unlawful sale, misuse of business goodwill, or damages.
Land law – mortgagee remedies – sale of mortgaged property under sections 126 and 127 Land Act – requirement of statutory default notice and public auction. Contract/exclusivity agreements – an exclusivity agreement between borrower and prospective buyer does not bind a mortgagee who is not a party. Evidence – burden of proof lies on the claimant to establish irregularity, market value, misuse of business name, and damages; absence of receipts, correspondence or independent witnesses is fatal. Remedies – relief to set aside a mortgage sale requires cogent evidence of procedural or substantive illegality and demonstrated damages.
25 April 2025
High Court Commercial Division sub-registries retain jurisdiction; misjoinder and joint verification do not defeat the suit.
Commercial law – jurisdiction of High Court Commercial Division and its sub-registries – territorial limits and administrative convenience Civil Procedure – section 18 CPC – forum conveniens and its scope vis-à-vis High Court divisions Civil Procedure – Order I Rule 1 – joinder of plaintiffs where claims arise from series of transactions or raise common questions Civil Procedure – Order VI Rule 15 – verification of pleadings and limits of preliminary objections when factual disputes arise
25 April 2025
Exhaustion of arbitral remedies does not bar an application for extension of time to challenge an arbitral award.
Arbitration law – extension of time to challenge arbitral award – exhaustion of arbitral remedies – section 77(2) Arbitration Act – distinction between applications for extension of time and substantive court challenges under sections 74/76 – statutory limitation governs time for challenging awards.
25 April 2025
A first-ranking chargeholder can successfully challenge attachment even when objecting shortly before a scheduled auction.
Execution — Attachment and Proclamation of Sale — Objection filed shortly before auction — Whether delay bars investigation under Order XXI r.57 proviso; Proprietary interests — First-ranking debenture as creating saleable interest in movables; Court’s discretion to lift attachment vs continue subject to charge.
16 April 2025
Suit for damages dismissed as res judicata after prior ruling set aside the sale; plaintiff to pay half costs.
Commercial law – execution of decree – public auction sale – sale declared illegal – res subjudice and res judicata – issue estoppel and estoppel by record – functus officio – costs where suit dismissed at preliminary stage.
15 April 2025
An interim status quo order requires pending proceedings; applicants failed to show this and the application was dismissed with costs.
Status quo – interim orders – must be predicated on pending main proceedings; Land Act s.127 – 60-day default notice requirement before sale of mortgaged property; burden of proof – applicant must show pending proceedings and legal basis for status quo; res judicata/previous final adjudication; abuse of process – seeking indefinite status quo is improper.
11 April 2025
Petitioner failed to prove unfairly prejudicial conduct under s.233; petition dismissed for lack of evidence and overlap with prior judgment.
Company law — unfair prejudice petition (s.233 Companies Act) — elements required: conduct of company’s affairs; prejudice; unfairness; petitioner as member — burden of proof and evidence; effect of prior judgment and functus officio; appropriate remedies (enforcement of orders, s.233(3), ordinary suits); rectification of company register at BRELA.
11 April 2025
Preliminary objections requiring evidence on limitation, signatory authority, or document authenticity are improper and thus overruled.
Civil procedure – Preliminary objection – Whether issues of limitation, signatory authority for corporate pleadings, and authenticity/validity of annexed documents may be decided on PO or require evidence and merits determination.
11 April 2025
Parties reached a settlement requiring Defendant's payment of TZS 242,353,613.88 for supplied goods.
Contract Law - Settlement Agreement - Payment of goods - Enforcement of Deed of Settlement.
11 April 2025