St. Mary's International Academy Limited and Another vs Tibe Kenneth Rwakatare and Others (Civil Application No. 1591 of 2024) [2026] TZCA 585 (18 May 2026)

IN THE COURT OF APPEAL OF TANZANIA AT PAR ES SALAAM (CORAM: MWARIJA. J.A.. KENTE, J.A. And MURUKE. J.A.^ CIVIL APPLICATION NO. 1591 OF 2024 ST. MARY'S INTERNATIONAL ACADEMY LIMITED ........ . ...... 1 st APPLICANT KELLEN ROSE RWAKATARE KUNTU (as administratrix of the estate of the late Rev. Dr. Getrude Pangalile Rwakatare),.,..,2 nd APPLICANT VERSUS TIBE KENNETH RWAKATARE ........................................... 1 st RESPONDENT HUMPHREY KAULILA KENNETH ........................... . ..........2 nd RESPONDENT MUTTA ROBERT RWAKATARE (as administrators of the estate of the late Rev. Dr. Getrude Pangalile Rwakatare) ..... 3 rd RESPONDENT (Application for revision of the Ruling and Drawn Order of the High Court of Tanzania, Dar es Salaam District Registry at Temeke, One Stop Judicial Centre) (Barthy, J.) dated the 6th day of December, 2024 in Probate and Administration Cause No. 32 of 2020 RULING OF THE COURT 23rd February & 18th May, 2026 MWARIJA. J.A.: This application arises from the ruling of the High Court of Tanzania, Dar es Salaam District Registry at Temeke (One Stop Judicial Centre) in Probate and Administration Cause No. 32 of 2020. The impugned ruling originated from the inventory and final accounts filed in respect of the estate of the late Rev. Dr. Getrude Pangalile Rwakatare (the deceased) who died instestate at Dar es Salaam on 20/4/2020. i

Following her death, on 20/8/2020, vide the above stated Probate and Administration Cause, the 2n d applicant, Kellen Rose Rwakatare Kuntu together with the 1s t, 2n d and the 3r d respondents, Tibe Kenneth Rwakatare, Humphrey Kaulila Kenneth and Mutta Robert Rwakatare, the daughter and the sons of the deceased respectively, were granted tetters of administration to administer jointly, the estate of their deceased mother. Having been granted the letters of administration of the deceased's estate, by virtue of the provisions of section 107 of the Probate and Administration of Estates Act, Chapter 352 of the Revised Laws (the Act), the joint administratrix/administrators were required to file, within the period of six (6) months of the date of the grant, the inventory and later, last accounts of the estate. Different versions of inventory and final account were filed, the final one being the "Amended Accounts of the Estate" consisting of 38 items (hereinafter "the inventory"). The items concerned the distribution of the shares and assets in seven entities operating on landed properties located at Dar es Salaam and Mbeya. The inventory was signed by the three administrators, the respondents herein.

The 2n d applicant, who did not sign the inventory, raised an objection challenging the inclusion of some of the properties in the inventory contending that, the same did not belong to the deceased but that they same are owned by St. Mary's International Academy Limited (the 1s t applicant) who was not a party to the proceedings in the High Court. She contended also that, one of the properties, Plot No. 701 Block 46 Kijitonyama area, Kinondoni, Dar es Salaam which belonged to the deceased, was not included in her estate. Having heard the learned counsel for the parties, the learned High Court Judge overruled the objection. She found that, the 2n d applicant's claim that the complained of properties belonged to the 1s t applicant, was not substantiated. On the complaint concerning the distribution to the respondents, the properties to which the 2n d applicant held the majority shares, the court observed that, the distribution exhibited under item 38 of the inventory, was proper. Against that ruling, the 1s t applicant, who, as stated above, was not a party in the High Court, has jointly with the 2n d applicant, lodged this application for revision. The application is supported by a joint affidavit of the applicants sworn on 20/12/2024 and an affidavit sworn on 30/12/2024 by Respicius Didade, the applicants' counsel. It was also

supported by a supplementary affidavit sworn by the 2n d applicant in her capacity as the Director of the 1s t applicant authorised vide the 1s t applicant's Board Resolution dated 13/2/2026 to swear the same and litigate the matter. According to the notice of motion, the grounds upon which the application was brought are: "1. That the High Court o f Tanzania having been informed that some o f the properties listed in the inventory and account o f the estate filed by the respondents included properties o f the 1st applicant grossly misdirected itself in admitting and adopting the said amended inventory and account o f the estate. 2. That the High Court o f Tanzania admitted and adopted the amended inventory and accounts o f the estate which was filed by the respondents out o f time without an order for extension of time. 3. That the High Court o f Tanzania condemned unheard the 1st applicant by ordering disposition o f her assets to the estate o f the iate Dr. Getrude Pangalile Rwakatare without affording the applicant the opportunity to be heard in dear breach o f the rules o f naturaljustice.

4. That the High Court o f Tanzania assumed that the 1st applicant, a corporate iegai personality independent from its members as an asset o f the fate Dr. Getrude Pangalile Rwakatare contrary to law.
5. That the High Court o f Tanzania exceeded its jurisdiction in dealing with assets not forming part o f the estate o f the late Dr. Getrude Pangalile Rwakatare contrary to law and in holding that the 1st respondent had onus o f proof that the properties belonged to the 1st applicant when there was no issue in court regarding proof o f ownership.
6. That the High Court o f Tanzania grossly misdirected itself in admitting the amended inventory and accounts o f the estate that did not reflect the terms o f agreement o f the joint administrators who by-passed the 2n d applicant who was admitted in hospital with a view o f diluting her interest in the 1st applicant's company.
7. That the High Court o f Tanzania misdirected itself in admitting the amended inventory and accounts o f the estate purported to be jointly drawn by advocates including Armando Swenya and Respicius Didace, while in fact the said

advocates did not approve the filed version of the inventory and accounts o f the estate". At the hearing, the applicants were represented by Mr. Respicius Didace assisted by Messrs Armando Swenya and Kyariga Kyariga, all learned advocates. On their part, whereas the 1s t respondent was represented by Mr. Shehzada Walli, the 2n d and 3r d respondents were represented by Mr. Fredrick Massawe Augusti assisted By Mr. Ditto Amri, ail learned advocates. The applicants had earlier on 28/2/2025, filed written submissions in support of the application through Mr. Swenya, learned counsel. Mr. Didace adopted those written submissions together with the contents of the three supporting affidavits. The respondents did not file any written reply submissions. Submitting in support of the grounds of the application, Mr. Didace argued first, that the inventory was filed out of time. Making reference to the proceedings dated 12/11/2024 at page 181 of the record of revision, he submitted that, the court ordered filing of the inventory to be on 22/11/2024, within 7 days before the scheduled hearing date, but the respondents lodged it on 22/11/2024 and for that reason, he argued, the inventory was filed out of time. He went on to argue that,

despite the complaint, the learned High Court Judge overlooked that breach thus condoning the illegality. Secondly, the learned counsel argued that, from the contents of paragraphs 10 - 14 of the 2n d applicant's affidavit, the properties which did not belong to the deceased, were wrongly included in the inventory. For ease of reference, we hereby reproduce paragraph 14 (a) - (c) of that affidavit, specifying the properties at issue. "14. That, in the said Amended Inventory and Final Accounts o f the Estate o f the deceased, properties/assets not belonging to the deceased, were listed and divided affecting the rights o f the 1st applicant who was not a party in the probate proceedings. The assets in question are the following: (a) Plots No. 109 -137 Block 'A', Tabata (item 22 o f the accounts filed by the respondents) belongs to St. Mary's International Academy Limited under Certificate o f Title No. 47201. A copy o f the Certificate o f Title in respect o f the above properties is enclosed herewith and marked RKR-07..." (b) Plots No. 673, 674, 675, 676 and 677 Block 46, Kijitonyama [item 38 (g) o f the

accounts filed by the respondents] were purchased by St. Mary's International Academy Limited from the Board of Trustees o f the Public Service Social Security Fund, transfer o f this property to the 1st applicant is still in progress but the 1st applicant has her Head Quarters/main office operating from the above plots. A copy o f the sale agreements in favour of the 1st applicant in respect o f the above properties is enclosed herewith and marked RKR-08 ...." (c) Plot No. 11, Mbezi Beach, Dar es Salaam (item 20 o f the accounts filed by the respondents) belongs to St. Mary's International Academy Limited pursuant to the sale between Morco Textiles and the 1st applicant. Transfer is still in progress. A copy the sale agreement in favour o f the 1st applicant in respect o f the above properties is enclosed herewith and marked RKR-09..." According to the learned counsel, even though the deceased was a shareholder of the 1s t applicant, a limited liability company, that did not make her the owner of its properties such that the same were to be part 8

of her estate. He stressed that, it was only her shares which ought to have been included in her estate. Submitting further on that point, Mr. Didace argued that, the finding by the court that the 2n d applicant had failed to prove that the properties specified under paragraphs 10 and 14 of her affidavit belonged to the 1s t applicant, is erroneous because, the applicant company was not heard. He went on to submit on the invalidity of the inventory, contending that the same was not signed ty the 2n d applicant or jointly drawn and filed by the parties' advocates and therefore, the court erred in adopting it. Highlighting his written submissions during the hearing, Mr. Didace stressed that, Plot No. 701 Block 46 Kijitonyama, Kinondoni District, Dar es Salaam listed under item 38 (g) of the inventory was a personal property of the deceased and the same should thus have been included in her estate instead of being distributed to the 1s t respondent alone. On the other properties under that item, the learned counsel argued that, the same have been proved to belong to the 1s t applicant, as per the documents annexed to the 2n d applicant's supplementary affidavit (KR2 and KR3. 9

As stated above, the respondents did not file any written reply submissions. The 2n d and 3r d respondents did not also file affidavits in reply to the 2n d applicant's supplementary affidavit. The same was replied to by the 1s t respondent alone through his affidavit in reply lodged on 20/2/2026. Mr. Walli made oral submissions in reply to the applicants' written submissions thereto. He began by opposing the argument that, the inventory was wrongly adopted because the 2n d respondent was not involved in its preparation and filing. Relying on section 104 of the Act, he argued that, the inventory was valid because that provision does not prohibit filing of inventory by one of the administrators where the deceased estate is jointly administered by more than one person. On the ownership of the properties in dispute, it was the learned counsel's submission that, the High Court Judge was right in holding that, the claim by the 2n d applicant that the same were owned the 1s t applicant was not proved. He cited the case of Godfrey Sayi v. Anna Siame (as legal representative of the late Mary Mndolwa) (Civil Appeal No. 114 of 2012) [2017] TZCA 213 to bolster his argument. With regard to the title deeds accompanied to the 2n d applicant's supplementary affidavit, Mr. Walli challenged their validity contending 10

that, the same were registered on 28/11/2025 thus justifying the finding by the court that such evidence was lacking at the time when the proceedings giving rise to the impugned ruling were being conducted. Mr. Augusti, who also started by adopting the respondents' joint affidavit in reply to the affidavits filed in support of the application, conceded that, Plot No. 701 Block 46 Kijitonyama area, Kinondoni in Dar es Salaam, was the property of the deceased and for that reason, it was his submission that, the same should be included in the deceased's estate. As for the other disputed properties, he supported the submissions of Mr. Walli that, no evidence was adduced to prove that the same belonged to the 1s t applicant. Citing the case of Sanyou Service Station Limited v. Bank of Baroda Tanzania Limited (Civil Application No. 232/16 of 2019) [2022] T7CA 387, he argued that, the learned High Court Judge properly dismissed the objection raised against the inventory. He prayed that the application be partly allowed only to extent of the including Plot No. 701 Block 46, Kijitonyama area in the deceaseds estate. On his part, Mr. Amri did not have anything to add to the submissions made by his fellow learned counsel, Mr. Augusti. i i

We have gone through the record, the grounds raised in the notice of motion, the parties' respective affidavits and affidavits in reply, written submissions and oral arguments of the learned counsel for the parties. The parties' discord in the seven grounds raised by the applicants boil down to four grounds of complaints; one, that the inventory was filed out of the time prescribed by the court, two, that the 2n d Applicant was not involved in the preparation and filing of the inventory and for that reason, the court erred in adopting it, three, that while one of the properties of the deceased was excluded from the list of the inventory, other properties which belonged to the 1s t applicant were wrongly included as the properties of the deceased's estate and four, that the court erred in holding that the 2n d applicant had failed to prove that the complained of properties belonged to the 1s t applicant. To begin with the ground that the inventory was filed out of the prescribed period of seven days before the date fixed for hearing of the matter in the High Court, we find that ground to be lacking in merit. This is because, as deponed in paragraph 3 of the respondent's joint affidavit in repiy to the affidavit of Respicius Didace, that point was not raised before the High Court. Our perusal of the record from page 181 of the record at which the proceedings of 12/11/2024 started, through page 185 at which the proceedings giving rise to the impugned ruling ended, 12

revealed that the complaint is not supported by the record. The record does not show that the complaint was raised. It is apparent that, by proceeding to consider and adopt the inventory, the court condoned the delay of the period of 7 days prescribed by it, not by the law. Since the record is silent as regards the complaint raised by the learned counsel for the applicants in this application, the court cannot be faulted for the matter which was not raised before it or not having been raised in this Court by way of challenging the condonation by the High Court. For these reasons, we dismiss the complaint in that ground. With regard to the ground that, the 2n d applicant was not involved in the preparation and filing of the inventory, it is obvious from the inventory that, it was not signed by her. It was also undisputed that, at the material time of signing and filing of the inventory, she was admitted at Aga Khan hospital. The submission by the learned counsel for the respondent that the 2n d applicant had held discussions together with the respondents and agreed to the contents of the draft inventory, is, in our considered view, unsubstantiated. The fact that, she did not agree with the distribution of some of the properties hence her objection before the lower court, supports her position. 13

In overruling the 1s t applicant's objection, the court relied on the provisions of section 104 of the Act. We find, with respect, that under the circumstances of this case, the court erroneously acted on that provision. The section, which is a discretionary provision, may be applied only where the executors or administrators do not have disagreement in exercising the powers vested in them by the law. In any case, since this application has been filed at the instance of inter alia, the 1s t applicant, who was neither a party to the proceedings in the High Court nor the said discussions, that section does apply. Another point which was relied upon by the learned counsel for the respondents is that, the estate has already be distributed to the heirs by virtue of the impugned ruling; meaning that, the claims by the applicants have been rendered redundant. With respect, we are unable to agree with that proposition. This reason is that, the ruling in which the inventory was adopted has been challenged and thus unless the claims by the 1s t applicant, who was not a party to the proceedings in the High Court is determined, the deceased's estate cannot be said to have been justly distributed. Furthermore, the current position after amendment of rule 107 of the Probate and Administration of Estates Rules vide GN. No. 429 of 2025, a probate and administration cause cannot be closed until when the properties have been transferred to the 14

heirs or beneficiaries. That has not been done. The relevant rule states as follows: "Where the report is made under subruie (3) [report o f completion o f accounts], the probate and administration o f the estate shall be marked dosed: Provided that a probate or letters of administration cause shall not be marked dosed unless the court is satisfied that all properties have been transferred to the rightful heirs or beneficiaries." [Emphasis added] On the basis of the above stated reasons, we find no merit in that ground and thus dismiss it. That said and done, we now turn to consider the remaining cluster of the complaints on the distribution of the estate. To start with the complaint that the deceased's property was excluded from the inventory, it was undisputed that Plot No. 107 Block 46 Kijitonyama area, Kinondoni District in Dar es Salaam was a personal property of the deceased. From the contents of paragraph 10 (b) of the 2n d applicant's affidavit, the property was purchased by the deceased from Forest Investment Company Limited. We thus order that the same be removed from item 38 (g) and be included in the deceased's estate. 15

The other properties are those mentioned in paragraph 14 (a) - (c) of the joint affidavit of the applicants and paragraph 9 of the supplementary affidavit of the 2n d applicant, that is; the properties on Plots No. 673, 674, 675, 676 and 677 Block 46 Kijitonyama area, Dar es Salaam also listed under item 38 (g) of the inventory, Plot No. 11 Mbezi Beach area, Dar es Salaam listed under item 20 of the inventory and Plots No. 109 to 137 Block 'A' Tabata under item 22 of the inventory. The claim by the applicants is that the properties belong to the 1s t applicant but the same have been included in the deceased's estate. In its ruling at page 198 of the record, the High Court disagreed with that claim. It stated as follows: "The court reviewed the amended inventory and noted that item 38 explicitly outlines the transmission o f the deceased's shares in several companies to the heirs. The proposed sub division under item 38 (i - 1 ), allocated specific company shares with its properties to each o f the four heirs, ensuring that every heir benefits from the distribution o f the deceased's estate. It is undisputed that the shares subject to distribution are those belonging to the deceased and not the individual person. While 16

the companies themselves own various properties, the heirs inherit only the deceased's shares in the companies.... The Court further observed that the deceased had, during her lifetime, allocated shares in these companies to each o f her children". From this statement, it appears to us that the learned High Court Judge was alive to the principle that, upon the death of a shareholder in a company, what are to be inherited by the heirs are his shares, not the properties of the company. Conversely however, she was of the view that, the company's properties also fall with the deceased's estate. She disagreed with the claim that the properties in question belonged to the 1s t applicant, not the deceased. She stated as follows in her ruling at page 198 of the record: "... this court considers that no third party has come forward to claim ownership o f the said properties. This absence o f competing claims reinforces the administrators position that the properties were personally owned by the deceased and are therefore part o f the estate". [Emphasis added] 17

As can be gleaned from the above excerpts, it is our considered view that, ownership of the properties situated on the plots of land stated under paragraphs 14 (a) - (c) of the joint affidavit of the applicants and paragraph 9 of the supplementary affidavit of the 2n d applicant, should not have been an issue. There was no dispute that except for the Kijitonyama plots, the other properties are in the name of "St. Mary's International", followed by the places at which the same are located. None of them is in the name of the deceased. With regard to Plots Nos. 673 - 677 Block 46; Kijitonyama area in Kinondoni District, Dar es Salaam, which houses Kenton High School Ltd, the applicants have submitted a documentary proof, a copy of a sale agreement (KR2) between The Board of Trustees of the Parastatal Pensions Fund (the vendor) (referred in the 2n d applicant's affidavit as "Public Service Social Security Fund") and Saint Mary's International Academy (purchaser). By that document, it is clear that, the properties did not belong to the deceased. They are owned by the 1s t applicant. The learned counsel for the 1s t respondent has challenged the validity of that document on technical grounds, that; it was not stamped with the common seal of the 1s t applicant and that, the document was registered with the Land Registry on 28/11/2025, after the date of the impugned ruling. He did not, however, adduce evidence that the properties were 18

owned by the deceased. The condition relied upon by the learned counsel for the 1s t applicant in the case of Godfrey Sayi (supra) is, for this reason not applicable. In sum, the holding by the learned High Court Judge that the disputed properties belonged to the deceased was clearly erroneous. The same are owned by the 1s t applicant company and the deceased's heirs are therefore, only entitled to inherit her shares, as earlier an observed by the learned High Court Judge in her ruling and not, as she later held in contrast, that the disputed properties belonged to her, meaning that the heirs were entitled to inherit as shown in the inventory. For these reasons, we order the removal of the disputed properties specified above from the list of the deceased's properties. The entitlements which should be distributed to the heirs and beneficiaries by the administratrix/administrators are the shares, if any, held by the deceased in the 1s t applicant company. According to the notice of motion, the relief sought by the applicants was an order quashing the impugned ruling. Having considered the nature of the complaints and the extent of the error in the finding of the High Court, we do not find it appropriate to make the order sought by the applicants. The complaint was only on the disputed 19

properties. For this reason, the proper remedy is to vary that ruling by removing from the deceased's estate, the properties belonging to the 1s t applicant as specified above and include the shares if any, held by her in the 1s t applicant company. The ruling is also varied by including in the deceased's estate, the property on Plot No. 701, Block 46, Kijitonyama area, Kinondoni, Dar es Salaam. Considering the nature of the dispute, that it arose from a probate and administration cause, we make no order as to costs. DATED at DODOMA this 30th day of April, 2026. A. G. MWARIJA JUSTICE OF APPEAL P. M. KENTE JUSTICE OF APPEAL Z. G. MURUKE JUSTICE OF APPEAL The Ruling delivered this 18th day of May, 2026 in the presence of Mr. Kyariga Nyaisa Kyariga, Mr. Respicius Didace, Mr. Armando Swenya both learned counsels for the applicants, the 1s t respondent appeared in person and Mr. Fredrick Massawe Augusti, learned counsel for the 2n d and 3r d respondents connected via video conference and Ms. Tabitha