Grumeti Reserves Limited vs Morice Akiri (Civil Appeal No. 243 of 2023) [2026] TZCA 516 (11 May 2026)

IN THE COURT OF APPEAL OF TANZANIA AT TABORA (CORAM: LILA, J.A.. MASOUD. J.A. And MLACHA. J.A.1 CIVIL APPEAL NO. 243 OF 2023 GRUMETI RESERVES LIMITED ..................................................... APPELLANT VERSUS MORICE AKIRI..........................................................................RESPONDENT (Appeal from the decision of the High Court of Tanzania at Musoma) (Galeba. J.1 dated the 20th day of September, 2019 in Labour Revision No. 7 of 2016 JUDGMENT OF THE COURT 29th April & 9th May, 2026 LILA, J.A.: In this appeal, the Court is invited to determine whether the dispute by the respondent, Morice Akiri, against the appellant, Grumeti Reserves Limited, before the Commission for Mediation and Arbitration (henceforth the CMA) was time barred. The background facts relevant to this appeal are not hard to be appreciated. The respondent was employed by the appellant on 1/11/2006 as Chief Security Officer at Sasakwa Headquaters in Serengeti i District. On 13/03/2012 he was charged with an offence of gross negligence and/or severe breach of company policy, procedures and performance. The disciplinary hearing was conducted by Singita Grumet Reserves. He was terminated by the appellant and the appeal to the Managing Director was dismissed on 24/3/2012 in terms of the letter of termination (exhibit D6). The respondent instituted a labour dispute CMA/SER/35/2012 (first application) against Singita Grumet Reserves which was struck out following a successful preliminary objection by Singita Grumet Reserves that it had ever not employed the respondent. In the same ruling, the CMA granted the respondent twenty-one (21) days within which to file a fresh dispute before the CMA leading to institution of another dispute CMA/SER/40/2014 (second application) against the appellant. The issue before this Court is therefore whether condonation granted to the respondent in a dispute between the respondent and Singita Grumet Reserves could be taken as condonation allowing the respondent to institute a dispute before the CMA against the appellant who was not a party in CMA/SER/35/2012 (the first application). In its judgment in Labour Revision No. 07 of 2016, the learned Judge answered that issue, at page 328 of the record of appeal, thus: 2 "but all the same the issue before this Court is whether when the respondent filed the second application there was a valid order for him to bring proceedings out o f time. This question is not a difficult one to answer. It is not difficult to answer because none o f the parties presented to us any order setting aside the decision o f the CMA in the first application which would invalidate among others the order extending time. Even in these proceedings, the court was not being asked to nullify the order o f the CMA in the first application which would in any event be unlawful. How can then this court rule that there was no order permitting the respondent to file the second application before the CMA?" In his answer to the question he raised, the learned trial Judge at page 329, stated that: "7/7 the first place why was the applicant late to file the proceedings in the CMA in relation to the award that is being challenged in this court? The answer is the mix up of companies. We stated already that the respondent had a contract with the applicant but was to report to the director o f GRUMET FUND TANZANIA. The notification for 3 disciplinary hearing was again served on him not by his employer but SINGITA GRUMET FUND, a company which had never dealt with him in any capacity. When it came to prosecuting him, it was SINGITA GRUMENT RESERVES. When he went to the CMA he sued the company that prosecuted him in the disciplinary hearing, although that was not legally right but it was logically and factually correct. Because o f the confusion created by the applicant and its sister and parent companiesthe respondent complained in the CMA against a legally wrong entity and time within which to complain lapsed. This court thinks that the lapse o f time was entirely a blame on the part o f the applicant itself by permitting its parent company■ , SINGITA GRUMET RESERVES to prosecute the respondent while knowing that that holding company had nothing to do with the respondent... '(emphasis added) This forms the gist of ground two (2) of appeal by the appellant which was, with leave of the Court, retained after abandoning grounds one (1) and three (3) of appeal. The retained ground states: "That the trial judge erred in law for failure to know that the case between appellant and respondent at the CMA was time barred and it had never been condoned as required by the law." For the hearing of the appeal before the Court were, Mr. Evold Mushi and Mr. Deya Paul Outa, both learned advocates, who represented respectively, the appellant and the respondent. Mr. Mushi was first to take the floor. He prefaced his argument by stating that the dispute lodged by the respondent before the CMA was filed out of time. He referred to rule 10(1) of the Labour Institutions (Mediation and Arbitration) Rules, GN No. 64 of 2007 (henceforth GN No. 64 of 2007) which imperatively requires the dispute be lodged at the CMA within thirty (30) days of the date of termination. Outlining the chronology of events, he contended that the respondent was terminated on 19/3/2012 and the dispute (the second labour dispute) was lodged on 11/3/2014. He challenged the competence of the appeal it having emanated from a dispute that was time barred. His standpoint was that, there was no condonation to lodge the dispute between the parties herein at the CMA. There has been no other dispute between the appellant and the respondent, he elaborated and insisted that, the dispute that existed 5 was between the respondent and another employer, that is Singita Grumet Reserves as reflected at page 338 of the record of appeal which was struck out by the CMA on the ground that the respondent had sued a person who was not his employer, that is to say, a wrong party. He further submitted that the respondent was, in the same decision, granted 21 days to lodge another dispute against the proper party. We must pose here and interject a point here that, the validity of the condonation granted suo motu by the CMA, is not at issue in this appeal. In his further arguments, Mr. Mushi submitted that, the appellant was not a party in the struck-out case (first labour dispute). That, at the time of lodging the dispute on 11/3/2014 against the appellant, the respondent ought to have sought condonation. That, the appellant was surprised to face at the CMA, after lapse of about two years, a dispute on termination done on 19/3/2012. He insisted that, there was no application sought and granted to the respondent for condonation to which the appellant had been heard. Mr. Mushi further asserted that, since the respondent had an advocate at the time of lodging the dispute (the second labour dispute) at the CMA, he ought to have noted that he was late and had to lodge the 6 dispute together with an application for condonation. He discounted as being irrelevant, the extension of time of twenty-one (21) days granted by the arbitrator arguing that it has nothing to do with the appellant as she was not a party in that dispute (the first labour dispute). According to him, after the CMA had struck out the dispute for being instituted against a wrong party, the arbitrator had no powers to issue other orders such as extending time within which to lodge another dispute (second application) against another party. He did not, however, pursue any further that assertion it, as stated above, being not an issue in this appeal. He impressed upon us that the dispute was lodged out of time at the CMA hence the CMA had no jurisdiction to hear it. Similarly, he argued, the High Court wrongly dealt with a revision against an award which emanated from nullity proceedings of the CMA. In his conclusion, he prayed the award by the CMA and the High Court decision on revision be quashed and set aside as the CMA lacked jurisdiction to hear and determine the dispute between the parties. Mr. Outa had long submissions in response to the submissions by Mr. Mushi. He outlined the background of the appeal with an assertion that, the dispute in which the respondent was granted condonation of twenty-one (21) days was in respect of dispute No. CMA/SER/35/2012 (the first labour dispute) between the respondent Morice Akiri and Singita Grumet Reserves. That, after grant of the condonation, the CMA became functus official making it not possible for the respondent to, once again, access the CMA to seek for condonation. He insisted that, the order has never been varied and is still valid to date. Mr. Outa unreservedly added that, if the appellant was aggrieved by the order of condonation, he ought to have appealed against the decision in CMA/SER/35/2012 which led to the institution of another dispute No. dispute No. CMA/SER/40/2014 between the respondent one Morice Akiri and Grumet Reserves Limited, the appellant. Although, he argued, that was a different file or case or dispute but the first dispute gave leave to the respondent to file the second dispute (the present dispute). He reminded the Court that the issue that the condonation given in CMA/SER/35/2012 could not be used in CMA/SER/40/2014, was raised during the closing submissions before the CMA but was not pleaded and argued as a result of which the CMA, at page 275 of the record of appeal, refrained from entertaining it. 8 He argued further that, at the High Court, the appellant's contention was that the arbitrator had no powers to grant 21 days extension suo motu and they cited the case of Laemthong Rice Co. vs Principal Secretary, Ministry of Finance [2002] TLR 389 at 391 (Holding no. 6) which held that, where a court thinks the party may proceed ahead with an appeal, it can grant extension of time suo motu. In his attempt to counter Mr. Mushi's assertion that the appellant was not a party in CMA/SER/35/2012, he was quick to submit that such an assertion is not tenable as it is the same advocate who represented Singita Grumet Reserves which is enough proof that the appellant and Singita Grumet Reserves, are one and the same company. That, the advocate ought to have told his client about the condonation granted. More so, he said, although the parties appear to be different, the Judge held that it was the appellant who was to blame by playing with the names and created a confusion on the respondent on who to sue as between Grumet Reserve Limited, Singita Grumet Reserves and Grumet Reserve Fund. That, the companies were represented by the same advocate hence no prejudice occurred on the appellant and Mr. Mushi did not indicate one. He cited the decision in CRDB Bank Ltd v. Isaack B. Mwamasika and Two Others, (2018) TLR 65 at pages 36 to 37 to underscore the point that no prejudice is occasioned by a mere confusion of names. In resolving the issue of names, he urged the Court to find out that there was no any miscarriage of justice. He contended further that, the disciplinary committee proceedings which led to the respondent's termination by the appellant were conducted by Singita Grumet Reserves; hence, it was surprising that, the appellant is now disowning Singita Grumet Reserves which act will have the effect of rendering such disciplinary proceedings which resulted in the respondent's termination ineffectual. When prompted by the Court on legal status of each of the two companies, he did not mince words as he argued that, in law, the appellant and Singita Grumet Reserves are different legal persons that is why the CMA told the respondent that he had sued a wrong party and had to lodge another dispute against a proper party. In his rejoinder, Mr. Mushi reiterated his submission in chief adding that the two companies, the appellant and Singita Grumet Reserves, are two different companies and are his clients. That, the appellant did not dispute terminating the respondent but what is at issue is that the dispute 10 was lodged against the appellant by the respondent using condonation given in a dispute to which the appellant was not a party as a result of which the dispute between the parties herein was filed late and without condonation. Having examined the record of appeal, the ground of appeal and the contending arguments by the parties' learned counsel, it is clear that the Court is invited to resolve a crucial issue whether the dispute between the parties herein before the CMA was time barred rendering the appeal incompetent. The mainstay of the argument by Mr. Mushi was that the extension of time (condonation) granted by the CMA in the first application could not salvage the institution of the second application as the same was granted in a dispute to which the appellant was not a party. Such contention is seriously disputed by Mr. Outa who is of a different view. From the arguments by the parties' advocates, it is vividly clear that they are at one that the respondent was employed by the appellant as Senior Security Officer as evidenced by the various employment letters found at pages 14 to 23 of the record of appeal and that his service was terminated by the appellant on 19/3/2012, the letter of termination found ii at page 24 of the record of appeal constitutes such proof. Likewise, they share views that, it was until on 11/3/2014, when the second application was instituted which is the essence of the present appeal. Mr. Mushi claimed that the second application was belatedly instituted, while Mr. Outa, relying on an extension of time granted by the CMA in the first application, stood by his guns that the second application is not affected by time bar it having been lodged within the twenty one (21) days granted by the CMA in the first application. With respect to Mr. Outa, the facts as discerned from the record of appeal and the arguments by both counsel before us, are not in favour of his contention. Both the CMA in the first dispute (the first labour dispute) and the High Court on revision maintained the fact that the appellant and Singita Grumet Reserves are two different legal entities although the High Court went further to note that the names created a confusion. To cement this fact, the CMA struck out the first dispute between the respondent and Singida Grumet Reserves on account that the respondent had sued a wrong party because it was not his employer and directed another dispute be instituted against a proper party. The respondent did not appeal against this finding by the CMA. To the contrary, even before 12 the Court, Mr. Outa expressly admitted that the two companies are two different entities with different legal capacities and that each could sue and be sued on its own name which fact defeats Mr. Outa's own argument that the two companies are one and the same and the relevance of the case of the case of CRDB Bank Ltd v. Isaack B. Mwamasika and Two Others (supra) cited to us. The High Court's stance, too, that the names of the companies created a confusion on the respondent and the appellant was to blame for the occurrence, misses legs to stand on. As so often reminded by this Court, a company is a fictious or imaginary person invested by law with the attribute of a person. A company, upon being registered, attains a legal personality. That is the essence of the power to sue or be sued in a company name. Consequently, by the CMA striking out the first dispute for a reason that the respondent had sued a wrong person, it meant that the appellant and Singita Grumet Reserves are different companies and each could be sued in its own company name notwithstanding being represented by one counsel, Mr. Mushi. Section 16(1)(2) of the Companies Act, Cap. 212, in 13 unambiguous words, states that, upon registration, a company assumes a legal personality. It provides: - "6.-(l) On the registration o f the memorandum o f a company, the Registrar shall certify under his hand that the company is incorporated and, in the case o f a limited company, that the company is limited, and, in the case o f a public company, that the company is a public company. (2). From the date o f incorporation mentioned in the certificate o f incorporation, the subscribers to the memorandum, together with such other persons as may from time to time become members o f the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company, but with such liability on the part o f the members to contribute to the assets o f the company in the event o f its being wound up as provided for in this Act. "[emphasis added] In light of the above, it will be erroneous to hold that the condonation granted in the first dispute, dispute No. CMA/SER/35/2012 between the respondent, Morice Akiri and Singita Grumet Reserves would 14 be applied as condonation in the second dispute, dispute No. CMA/SER/40/2014 between the respondent one Morice Akiri vs Grumet Reserves Limited as Mr. Outa convinced us to do. As Mr. Mushi rightly submitted, the appellant was not a party in the first dispute in which condonation was granted. There was another serious argument from Mr. Outa that the remedy available to the appellant, if it was aggrieved by the order granting extension (condonation), was to move the High Court to revise it instead of moving the Court to disregard it on allegation of being not privy to it so as to justify that the dispute before the CMA, the subject of this appeal, was time barred. With respect, this argument is untenable. Being not a party to the proceedings, the appellant was not bound by such order. Condonation order issued in dispute No. CMA/SER/35/2012 between the respondent one Morice Akiri vs Singita Grumet Reserves was meant to extend time for institution of another labour dispute between the same parties and in the same capacities. It could not be applied where another person(s) is added or the capacities of the same parties changed, say the applicant became the respondent and vice versa. The condonation order brought life to dispute No. CMA/SER/35/2012 between 15 the respondent Morice Akiri and Singita Grumet Reserves only and could not be useful in disputes between the respondent and the whole world. It is trite to observe that like any decision, an order of condonation does not bind those who were not parties to the award (See Jacquiline Jonathan Mkonyi and Another v. Gausal Properties Limited, Civil Appeal No. 311 of 2020 (unreported). In view of our above finding, it is quite clear that institution of the second labour dispute; CMA/SER/40/2014 between the parties herein which was instituted on 11/3/2014, required condonation. Rule 10(1) of GN No. 64 of 2007 requires the dispute to be lodged at the CMA within thirty (30) days of the date of termination. Since the respondent was terminated on 19/3/2012 and the dispute was lodged on 11/3/2014, it was definitely filed after a lapse of about two years and without condonation. It was time barred and, it being a jurisdictional issue, the CMA lacked jurisdiction to preside over the dispute. In fine, we allow the appeal. The proceedings in CMA/SER/40/2014 between the parties herein before the CMA and the award thereof are a nullity. The proceedings and ruling and consequential orders in Revision No. 07 of 2016 before the High Court, having originated from a nullity, 16 suffers the same consequences. They are a nullity. We accordingly quash and set them aside. Each party shall bear its own costs. DATED at TABORA this 9th 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 11th day of May, 2026 in the presence of Mr. Innocent Mushi, learned counsel for the Appellant, Mr. Deya Paul Outa, learned counsel for the Respondent by virtual Court, and Mr. Magesa Fabiane Mgeta, Court Clerk; is hereby certified as a true copy of the original. R. W. CHAUNGU DEPUTY REGISTRAR COURT OF APPEAL 17