Nunu Saghaf vs China Dasheng Bank Limited (Civil Appeal No. 2336 of 2025) [2026] TZCA 463 (29 April 2026)

IN THE COURT OF APPEAL OF TANZANIA AT PAR ES SALAAM fCORAM: NDIKA, J.A.. MURUKE. 3.A.. And MGEYEKWA. 3.A.) CIVIL APPEAL NO. 2336 OF 2025 NUNU SAGHAF................................................................................. APPELLANT VERSUS CHINA DASHENG BANK LIMITED................................................. RESPONDENT (Appeal from the Judgment and Decree of the High Court of Tanzania, Labour Division at Dar es Salaam) CQP-iYfi, JO dated the 12th day of July 2023 in Labour Revision No. 442 of 2022 JUDGMENT OF THE COURT lffb & 29h April2026 NDIKA. J.A.: The appellant, Nunu Saghaf, pursued a labour complaint in the Commission for Mediation and Arbitration ("the CMA") against the respondent, China Dasheng Bank Limited, asserting that her retrenchment was unjust. The CMA decided in her favour; but, upon revision, the High Court, Labour Division at Dar es Salaam, vacated the arbitrator's award, resulting in this appeal. The appellant began employment with the respondent on 17th May 2018, as Deputy Chief Executive Officer ("DCEO"). On 31s t May 2021, the respondent notified the appellant and other personnel that the DCEO post would be rendered redundant. Another email sent to the appellant on the

following day encouraged conversations regarding alternative roles and indicated the provision of one month's salary as severance compensation. The appellant regarded the correspondences as a termination. The CMA determined the termination to be both substantively and procedurally unjust, awarding her TZS. 1,380,000,000.00 as remuneration for sixty months, TZS. 23,000,000.00 for unpaid leave, TZS. 23,000,000.00 for pay in lieu of notice, and severance pay amounting to TZS. 18,576,923.00. The total award amounted to TZS. 1,444,567,923.00. The respondent sought a revision in the High Court. Upon examining the emails and other evidence, the High Court took the view that the respondent communicated proposed structural changes and possible re-categorisation rather than an authoritative, final termination. It noted that those who sent the emails lacked clear authority to terminate, that the approval by the central bank as the regulatory body for the new structure was pending, and that the appellant did not prove a definitive termination. The court further concluded that the CMA had failed to properly analyse the evidence and that the dispute was filed prematurely under rule 10(1) of the Labour Institutions (Mediation and Arbitration) Rules, Government Notice No. 64 of 2007. Consequently, the court set aside the CMA's award. 2

Mr. Anthony A. Mseke, learned counsel, based the appeal on five grounds of grievance, which fundamentally present two issues: first, whether the emails in question constituted a termination of the appellant's employment. Secondly, whether the retrenchment procedure was adhered to. Mr. Bernard C. Nkwabi, the respondent's counsel, fervently contested the appeal. To ascertain the first issue, we must examine the pertinent correspondences. The first email (exhibit P2(a)) was dispatched to the respondent's personnel by the Human Resources Manager, Nurdin Mwikoki (DW1), on 31s t May 2021 at 10:35 a.m. It informed them of the Board of Directors' decision to implement organisational restructuring that would eliminate the two positions of DCEO: "Dear Team. Please be informed that it was decided by the Board o f Directors that there is a change in our organization structure whereby both the Deputy CEO positions have been redundant and do not exist with immediate effect. Those currently employed in those capacities i.e., DCEO will be assigned with other job role and duties to be advised shortly. The new structure comprises the CEO whose direct reportees will be Heads o f Departments. 3

For those departments that were reporting to the former DCEO, will now, during this transition, temporarily report to the Acting CEO. Kindly be informed accordingly. Nurdin.". The subsequent email (exhibit P2(b)) was sent directly to the appellant by Mr. Bao Dongqiang, the Acting Chairman of the respondent's Board of Directors, on the following day, 1s t June 2021, at 5:15 a.m. It stated as follows: "Dear Ms. Nunu: Hope this email finds you well. I was instructed by the Board to send you the following email: Dear Ms. Nunu: Based on the size o f the bank as well as costs involved, the Board o f Directors o f the CBD [has] decided to change the current organisation structure o f the bank to the structure, which has only ChiefExecutive Officer as the leader o f the bank supported by a few heads o f departments. As o f today 1stJune2021, the bank has no deputy CEO and the Board informs you with regret that you will no longer be employed as deputy CEO of this bank from today and the bank will pay you one-month salary according to the employment contract. 4

The Board o f Directors noted that three years ago in May 2018, you were hired by the bank, which reported to the Board by Mr. Yu, the former Chairman o f the Board as head o fbusiness development, three years on, the bank's business development is far below the expectations o f the Board and the shareholders. The Board had also noticed that the bank salary costs occupied by the bank executive officers are too high compared to their performance. The Board o f Directors thanks you for your three years with the bank and suggestyou discuss with the new CEO, Mr. Qin who is waiting for the BoT's vetting and the acting CEO, Mr Guydon who is now in charge o f the operations o f the bank about the possibility to be employed as one o f the heads o fthe departments o fthe bank. The Board wiii discuss whether to continue to hire you working for the bank based on their recommendations if you are willing to continue working for the bank. [Wishing] you well and best regards. Bao Dongqiang Acting Chairman o f the Board o f Director?. [Emphasis added] On the same day at 9:11 a.m., Mr. Guydon Chihwaio, the Acting CEO (DW2), sent an email to all staff (exhibit P2(c)) containing the following message: 5

"Good morning, Based on the Board's decision, there fare] changes in the organisation structure. Under the new structure CEO w iii be reporting to the Board o f Directors and Heads o f Departments reporting to the CEO. As usual Head o f InternalAudit will continue to report to the Board'sAudit Committee. In the new structure there will be no Deputy CEO. The Board has implemented[these] changes due to the size o f the bank as well as enhancing cost efficiency. AH duties which were reported to the Deputy CEO will be directed to me, Ag. CEO". Approximately fifteen minutes later, at precisely 9:26 a.m., DW2, in the capacity of Acting CEO, emailed the appellant (exhibit P2(d)) instructing her to hand over her duties: "Dear Madam Nunu, Due to Board's directive regarding the changes in the Organization Structure, please arrange a smooth handing over of your duties and duties handed over to you by staff who are on leave (i.e., Sammy Lwendo and Hussein Hamisi) to me, Ag. CEO. Kind regards". [Emphasis added] Mr. Mseke had no doubt that the above correspondences in their totality conveyed a final and binding decision, not a tentative or 6

preparatory step, terminating the appellant's employment. Referring to the reasoning of the CMA in its award unveiled on page 116 of the record of appeal, he criticised the High Court for misapprehending the emails and other evidence on record. He thus moved us to find the impugned termination established. Mr. Nkwabi vigorously opposed his learned friend's submission. He endorsed the High Court's decision and rationale that the emails merely represented notice of the proposed structural modifications and reassignment, rather than an effective termination of services. He stated that neither the Acting CEO nor the HR Manager (DW1 and DW2) could terminate employment pending the approval by the central bank of the proposed restructuring. He was adamant that evidential threshold of termination required a definitive and authoritative termination decision in writing rather than an inferential amalgamation of phrases from the disparate emails sent in various capacities. He insisted that the appellant did not specify a single email as a termination communication and ambiguously relied on several emails as collectively constituting termination. The counsel implored us to deem the High Court's interpretation of the emails, which explicitly indicated reassignment contingent upon regulatory approval, as unimpeachable. 7

In reviewing the pertinent emails, we considered that an effective termination communication is a formal, clear, and legally compliant communication that officially ends the employment relationship between the employer and employee. In addition to specifying the employee's name, the effective date of termination, and the cause for termination where necessary, it will typically have details pertaining to final remuneration or severance benefits, together with instructions for the transfer of responsibilities and the return of the employer's property, if applicable. We commence with exhibits P2 (a) and (c). The two documents informed all personnel of the respondent that the Board of Directors had implemented changes in the organisational structure, abolishing both DCEO positions and realigning reporting obligations. Exhibit P2(a) also assured that the DCEO will be assigned new roles and duties. Exhibit P2 (b), delivered directly to the appellant, possesses all the hallmarks of a termination document. The notification informed her of the elimination of her position and termination of her employment, stating, "as o f today 1st June 2021, the bank has no deputy CEO and the Board informs you with regret that you will no longer be employed as deputy CEO ofthis bank from today "We concur with Mr. Mseke that this decision 8

was definitive and not contingent upon approval from the central bank or any other authority. The argument that the decision was taken by an unauthorised officer is equally of no moment. The email explicitly states that it was sent by Mr. Bao Dongqiang, the Acting Chairman of the respondent's Board of Directors. He said in the email that he was representing the Board, signifying that the decision had been rendered by the Board. Secondly, apart from stating that the appellant's services as DCEO ended effective immediately, the respondent undertook to pay the appellant one-month remuneration in accordance with her employment contract. On any view of it, the payment of the salary was in lieu of notice to rip up the contract. Thirdly, like Mr. Mseke we note the gesture by the author of the email expressing gratitude to the respondent for her three years of service as a parting shot. It is highly likely that it would not have been made if the employment relationship was anticipated to continue. Fourthly, we note from email the fact that the respondent was advised to contact the incoming CEO as well as the Acting CEO on "the possibility to be employed as one o f the heads o f the departments o f the bank" as well as the promise that "the Board will discuss whether to 9

continue to hire [the respondent]... based on their recommendations if you are willing to continue working for the bank. "Besides being inferable from these facts that the appellant's employment as DCEO ended, we do not think that the promise to engage her as a head of department was definitive. It was contingent upon appropriate recommendations being made. In the premises, we respectfully do not agree with Mr. Nkwabi that the respondent was to be reassigned. Finally, we note from exhibit P2(d) that the appellant was instructed to hand over her responsibilities about four hours after she received, what in our view, was the document of termination. Concluding on the first issue, we find merit in the complaint that the High Court misapprehended the emails. Thus, we hold that the appellant sufficiently established that she was terminated from her employment as DCEO. The second issue, regarding adherence to the retrenchment procedure, presents no challenges. We acknowledge that termination of employment for operational reasons is governed by section 39 of the Employment and Labour Relations Act, Cap. 366 R.E.2023 ("the ELRA"), in conjunction with rule 23 of the Employment and Labour Relations (Code of Good Practice) Rules, Government Notice No. 42 of 2007. 10

The above provisions essentially require the employer to follow certain conditions for legal retrenchments. Immediately upon contemplating retrenchment, the employer must, first, issue notice of the intended retrenchment. Secondly, the employer must provide all retrenchment details for effective consultation. Thirdly, the employer must consult with employees before retrenchment on the reasons for the retrenchment, how to avoid or minimise it, how to select the employees to be retrenched, when to retrench, and severance pay. Fourthly, the company must serve the notice, disclose, and interact with any recognised trade union or unrepresented employees. The respondent clearly failed or neglected to follow the specified retrenchment procedure. The appellant became aware of the forthcoming retrenchment via exhibit P2 (a) on 31s t May 2021, only to lose her employment the subsequent day. Consequently, we assert that her dismissal was both substantively and procedurally unjust. Concerning reliefs, we re-examined the award made by the CMA in favour of the applicant. It is unmistakable that it was overgenerous. We believe that the justice of the matter necessitates that, in accordance with section 41 (1) (c) of the ELRA, the appellant receive remuneration for twelve months. This remuneration is apart from any other amounts to li

which she may be entitled under any law or agreement, as specified by section 41 (2) of the ELRA. In the final analysis, we find merit in the appeal, which we hereby allow. Consequently, we vacate the High Court's judgment, set aside the decree and order that the appellant be paid compensation as specified above. DATED at DAR ES SALAAM this 28th day of April 2026. G. A. M. NDIKA JUSTICE OF APPEAL Z. G. MURUKE JUSTICE OF APPEAL A. Z. MGEYEKWA JUSTICE OF APPEAL Judgment delivered this 29th day of April, 2026 in the presence of Mr. Shepo Magirari, learned counsel for the appellant, Mr. Humphrey Alloyce holding brief for Mr. Benard Nkwabi, learned counsel for the respondent and Mr. Ladislaus Msuba, Court clerk is hereby certified as a true copy of the original. J. E. FOVO DEPUTY REGISTRAR COURT OF APPEAL 12