Bulyanhulu Gold Mine Ltd vs Rajabu Yasin Rajabu (Civil Appeal No. 900 of 2024) [2026] TZCA 554 (13 May 2026)

IN THE COURT OF APPEAL OF TANZANIA AT TABORA (CORAM: LILA, J.A., MASOUD, 3.A. And MLACHA. J.A.^ CIVIL APPEAL NO. 900 OF 2024 BULYANHULU GOLD MINE LTD....................................................APPELLANT VERSUS RAJABU YASIN RAJ ABU............................................................ RESPONDENT (Appeal form the Judgment and Decree of the High Court of Tanzania at Shinyanga (Massam. J.) dated the 19th day of April, 2024 in Revision Application No. 6 of 2023 JUDGMENT OF THE COURT 28th April & 13th May, 2026 LILA, J.A.: This is a second appeal by the Appellant, Bulyanhulu Gold Mine Ltd, challenging the concurrent decisions of both the Commission for Mediation and Arbitration (CMA) in CMA/SHY/184/2019 and the High Court of Tanzania (Labour Division) at Shinyanga in Revision Application No. 6 of 2023. Both had found in favour of the respondent, Rajabu Yasin Rajabu, that the appellant is liable to pay him the unpaid 60% insurance i

benefits amounting to TZS. 52,215,447.53 arising out of the group life insurance policy (scheme) entered between the appellant and Sanlam Life Insurance Limited (henceforth Sanlam or insurer). Before both the CMA and the High Court, it was common ground that the respondent, Mr. Rajabu Yasin Rajab, was employed by the Appellant, Bulyanhulu Gold Mine Ltd, as a Mechanical Technician. He served in this capacity until 23r d February 2019, when his employment was terminated on grounds of ill-health, specifically, a condition known as degenerative disc disease. The disability was medically assessed at 40% and the respondent was paid a sum of TZS 34,810,298.40 by the insurer. Aware of the disabilities that may arise from the nature of work, the appellant had entered into a group life insurance for her employees with Sanlam Insurance to which the respondent was, by virtual of his employment, a member. The respondent asserts that under a group life insurance policy (Exhibit P2 collectively, the Policy) entered between the appellant and Sanlam, he is entitled to 100% disability benefits instead of 40%, hence a claim of 60% unpaid balance of the benefits equal to TZS 52,215,447.53. The appellant was held liable and was ordered to pay the respondent that amount. 2

Before even embarking on the determination of the amount the respondent was entitled to be paid, the main contest between the parties rested on who bore the responsibility of paying the insurance benefits as between the appellant and the insurer. The CMA and the High Court held the appellant responsible. We are, again, in this appeal, called upon to decide that issue in ground two (2) of appeal which, in our view, although the appellant raised three grounds, is decisive of the appeal. After resolving it, we shall, briefly consider whether the respondent could, by way of third-party procedure, join the insurer in the dispute before the CMA which is a complaint in ground one (1) of appeal. The two grounds run thus: "1. The Honourable High Court Judge erred in iaw in holding that the insurance company was not supposed to be joined as a party in the Commission for Mediation and Arbitration proceedings. 2. The Honourable High Court Judge erred in law in holding that the Appellant is liable to pay the Respondent insurance benefits."

In this respect, before the CMA, the respondent argued that, as a beneficiary of the contract between the Appellant and Sanlam Life, he was entitled to claim his benefits through his employer, the appellant. The appellant, on the other hand, contended that, having discharged her duty of paying premium, she was not the proper party to be sued, arguing that the liability to pay the benefits, if any, lay with Sanlam Life, the insurer. The CMA framed three issues for determination. Relevant to this appeal is issue number one that: "1. Whether the Respondent is liable for payment o f medical insurance to complainant" After hearing the parties and their respective witness, the CMA found in favour of the respondent, concluding that the employee, being a stranger to the contract between the employer and the insurer, cannot sue the insurance company directly for payment of the balance insurance benefits. Aggrieved, the Appellant sought revision before the High Court. The issue who, as between the appellant and the insurer is liable to pay the claimed unpaid insurance benefits to the respondent featured as ground

two (2) of revision. The High Court dismissed the application, finding no merit in the grounds raised. It reasoned that since the Appellant and Ndege Insurance Brokers (the appellant's advisor) had been responsible for calculating the payment due to the respondent, the appellant was the proper party to be held liable. It thus upheld the CMA's award. In her own words, the learned Judge, at page 257 stated that: - "On the 2n d ground for revision , the applicant's counsel alleged that it was wrong for the Hon. Arbitrator to hold that it is the applicant who is supposed to pay insurance benefits to the respondent Mr. Mfuru was o f the view that as Sanlam Insurance Company was the one who was responsible for paying any alleged benefits owed to the respondent under the policy, it was wrong to order the applicant to pay the same. As it was determined on the 1st ground o f appeal that it was the duty o f the applicant and Ndege Insurance to submit the proper report o f the amount to be paid to the respondent, then, the Hon. Arbitrator was correct to order the applicant to pay the said amount as he had a duty to submit another report to the Sanlam Insurance Company as to what is supposed to be paid to the respondent As the 5

duty o f the Sanlam is to pay after the applicant had made all arrangement o f what proper amount is to be paid to the respondent Thus, this ground too stand dismissed." It is against this finding of the High Court, as earlier on hinted, that the appellant has fronted the same issue in this appeal. For the hearing of the appeal before us, Mr. Faustin Anton Malongo and Ms. Caroline Lucas Kivuyo, both learned advocates, appeared representing the appellant whereas the respondent appeared in person and unrepresented. The parties, who had earlier on filed their respective written submissions for and against the appeal, had nothing to add after they had adopted them to form their arguments before us. We have considered the parties' respective written submissions in relation to the grounds of appeal which, definitely enriched our knowledge on the issue before us. We shall conveniently refer to them in the due course of our judgment. From our reading of the submissions, the area of controversy abundantly hinges on the interpretation of the terms and conditions of the Policy entered between the appellant and the insurer. At the heart of 6

the controversy, it vividly appears, is lack of understanding of the modus operandi of a group insurance policy which we thought it significant to preface our decision by explaining it. We are convinced that, had the terms of the Policy been clear to the parties and the manner group life insurance scheme operates known to the parties, the appeal before us would have been a quite unnecessary exercise. The Policy being a written document, examination and interpretation of it must be done conscious of the general rule which enjoins the courts not to add anything but to give effect to what the parties to the written agreement have voluntarily agreed and have reduced them as clauses in the form of terms and conditions of the agreement. Section 101 of the Law of Evidence Act, Cap. 6 R.E. 2019 embraces that general rule in these words: ""101. When the terms o f a contract, grant or other disposition o f property, or any matter required by law to be reduced to the form o f a document, have been proved according to section 100, no evidence o f any oral agreement or statement shall be admitted, as between the parties to that instrument or their representatives in interest, for the purpose o f contradicting,

varying, adding to o r subtracting from its term s :"[Emphasis added] The import of the above provision was lucidly explained in Unilever Tanzania Ltd vs. Benedict Mkasa T/s Bema Enterprises, Civil Appeal No. 41 of 2009, where the Court said: "Strictly speaking, under our laws, once parties have freely agreed on their contractual clauses, it would not be open for the courts to change those clauses which the parties have agreed between themselves... It is not the role o f the courts to re draft clauses in agreements but to enforce those clauses where parties are in dispute ." Luckily, the parties have, in their respective written submissions, attempted to refer and interpret the relevant clauses in the policy. First and foremost, the parties acknowledged the fact that the Group Life Assurance Scheme entered between the appellant and the insurer was for the benefit of the members who are the appellant's employees, the respondent being one of them. It is common understanding that, group life insurance is a policy that covers a group of people under one master contract which is entered into by the employer 8

with an insurer for the benefit of the employees. The employer holds the master policy and pays annual premiums, in part or in whole, to the insurer for and on behalf of the employees, the purpose being to enable employees be indemnified (paid insurance benefits) in the event they sustain occupational hazards. Group life insurance provides employees or members with life coverage through their employer or organization and it is normally valid for as long as a member is part of the group. Once the member leaves, whether through termination, resignation or firing, the coverage ends, that is, it remains intact until insured parties are terminated or leave the group. With the above underlying principles, we now proceed to tackle the issues raised in this appeal, starting with who is liable to pay the respondent insurance benefits. Our starting point is the preamble of the Policy cited under the headline "POLICY AND RULES OF THE GROUP LIFE ASSURENCE SCHEME" which stipulates that: "NOW THIS POLICY WITNESSETH AND ITIS HEREBY AGREED AND DECLARED AS FOLLOWS: - Subject to the terms and conditions hereof, San/am Life agrees to pay, at the registered office in Dar es Salaam, to "The organization"

the benefits calculated as herein prescribed after "The Organization"shall have supplied Sanlam Life with proof to the reasonable satisfaction o f Sanlam Life o f the happening o f the events upon which such benefits are herein expressed to become payable. "The Organization" shall hold this and all benefits payable hereunder in trust for the respective Members (as defined in Schedule 1) assured hereunder an the "Organization shall not have any beneficial interest hereunder. "(Emphasis added) Apart from disclosing the insurer as being the one responsible to pay benefits to the members who are defined under items 3 and 10 of the general definitions to be those employees who are in the permanent service of the employer in terms of the contract of employment and who have sustained disability, the policy provides for the mode of payment of the benefits and the duty of the Organization (the appellant). The beneficiaries of the policy are the Members who are in the employment of the Organization as defined under Schedule 1 thus: " Beneficiary shall mean, in relation to each Member as declared in ACA's nomination 10

form, to whom all benefits shall be paid. All payments will be made by Sanlam Life to the Employer who will transmit the benefits to the genuine beneficiary o f the deceased as declared in the nomination form, Sanlam Life's payment o f any policy benefit to ACA shall consist their full and final obligation under this policy in respect o f any such claim." The clause makes it clear that the appellant (the Organisation) receives the benefits in trust for the members. It acts as an intermediary with the responsibility of availing the insurer with the information regarding the occurrence of the event subject of payment of benefits and receiving the benefits from the insurer for the purpose of transmitting them to the members (employee) covered by the policy. The insurer's duty to pay benefits is further strengthened by rule 3.2 of the Scheme which is with respect to the disability benefit to members who have sustained Permanent Partial Disability. It provides that: - "3.2. permanent Partial Disability (Accident and Illness) 11

In the event that an insured member sustains permanent partial disability because o f injury or illness to an extent o f being unable to again fuiiy follow his/her own occupation for more than six (6) consecutive calendar months from the date such incapacity is determined and which is prove to the satisfaction o f insurers will continue for the remainder o f the insured member's life, or if the member has suffered any o f the loses such as are enumerated on the Permanent Disability Scale below, Sanlam shall pay the benefit which shall be calculated as a percentage o f the benefit payable for Permanent Total Disability as expressed on permanent Disability Scale. "(Emphasis added) Payment of premium is, under rule 6.1 of the scheme, stipulated as the main the duty of the organization (employer). It provides that: - " 6.1 The Applicable Premium shall be payable by the Employer to Sanlam Life in advance in respect o f each Member for the benefits secured for the duration o f Cover." 12

The agreement (Policy), then imposes specific duties and responsibilities on the employer under rule 9. Relevant in our case are rules 9.5 and 9.9, which are to this effect: - "9.5: As required by Sanlam Life the Employer shall from time to time furnish Sanlam Life with a Schedule or Certificate setting out the particulars o f members relevant to the determination o f their benefits hereunder. This wiii be accompanied by any additional information, which may be required by Sanlam Life to enable Sanlam Life cost each Member's entitlements in terms o f the Scheme. 9.9 For permanent and total disability claims, Sanlam Life shall be entitled to require that any life assured, whether or not then alleged to be suffering from the effects of injury, be examined at any reasonable time at the cost o f Sanlam Life by a Medical Practitioner to be appointed by Sanlam Life. The report o f such Medical Practitioner shall be all purposes under the Policy be final and binding upon the p a rtie s (Emphasis added) 13

In giving effect to the above clauses in the Policy, it being a written agreement, we shall be guided by the principle that oral evidence is not admissible to contradict the plain and unambiguous meaning of a document by attempting to show that the intention of the parties were to give a meaning to the provisions contrary to the words in which the document plainly contain. That, as a general rule, no extrinsic evidence is permitted to ascertain the intention of the parties to a contract. (See AMC Trade Finance Limited vs Sanlam General Insurance (Tanzania) Limited, Civil Appeal No. 393 of 2020 (unreported). Conspicuous as it is, under the policy, the duty to pay life insurance benefits to the employee is vested on the insurer, Sanlam Life Insurance (Tanzania) Limited herein. Nowhere, in the Policy it is indicated that the appellant is responsible with the assessment and/or payment of the amount payable as insurance benefit. Instead, the Policy puts it clear that the Medical examination is done under the supervision and costs of the insurer and the Medical Report forms not only the basis but is also conclusive of the assessment of the extent of disability. In case, therefore, of shortage of both the amount paid and extent of injury arising from the assessment of disability, if any, the insurer is responsible 14

and liable as rightly submitted by the appellant in her submissions. Since no evidence was led by the respondent to prove that the appellant failed her duty of paying premium as assessed by the insurer and discharge of other duties explained above and since there is, on record, no evidence from which such failure can be inferred, no liability would arise against the appellant. We are certain, had both the CMA and the learned Judge thoroughly perused the Policy, they would have realized that neither of the clauses in the Policy placed the duty to pay the insurance benefits on the appellant. It was, therefore, an error on the part of both the CMA and the High Court to hold that the appellant is liable to pay the respondent the unpaid balance of insurance benefits. Holding as they did, without any doubt, amounted to re-drafting the clauses in the agreement and introducing a new term into the agreement (Policy) which act is restricted by law. We allow this ground of appeal. There was an argument and a suggestion that the respondent being not privy to the Policy could not sue the insurer and the learned Judge is not being faulted for not holding otherwise and that the insurer could be joined in the CMA proceedings. We entirely agree with Mr. Malongo that, it could not have been legally possible for, the trite principle is that terms 15

and conditions of an agreement, binds only parties to it. (See Philipo Joseph Lukonde v. Faraji Ally Saidi [2020] T.L.R. 576). But, being a beneficiary to the policy, the respondent could sue the appellant, if at all it was established that the appellant had received the benefits from the insurer in trust for onward transmission to the respondent, in an ordinary suit where third-party procedure would rightly apply for the appellant to join the insurer. Before the CMA he could not sue or join the insurer for a reason that, in terms of sections 14 of the Labour Institution Act, Cap. 300 and 89 of the Employment and Labour Relations Act, Cap. 366, disputes amenable for adjudication by the CMA are employment related disputes only, that is to say, disputes arising out of an employer - employee relationship only. Insurance claims are not among such disputes for they involve a third party. This renders the assertion by the respondent that the insurer could be joined by the appellant at the CMA as a third party, a misplaced one. Ground one (1) of appeal collapses too. Having held as above, the need to examine and deliberate on ground three (3) turns to be a mere academic undertaking and we refrain from dwelling on it.

In the final analysis, we allow the appellant's appeal, quash and set aside the findings and orders by both the CMA and the High Court holding the appellant liable to pay the respondent the unpaid 60% balance of the insurance benefits. Each party shall bear its own costs. DATED at TABORA this 13th day of May, 2026. S. A. LILA JUSTICE OF APPEAL B. S. MASOUD JUSTICE OF APPEAL L. M. MLACHA JUSTICE OF APPEAL The Judgment delivered this 13th day of May, 2026 in the presence of Ms. Caroline Lucas Kivuyo, learned counsel for the Appellant, Respondent who appeared in person unrepresented by virtual Court, and Ms. Rehema Peter Makakala, Court Clerk; is hereby certified as a true copyi ............. 17