DB Shapriya & Co. Limited vs NCBA Bank Tanzania Limited (Civil Appeal No. 1233 of 2024) [2025] TZCA 1302 (17 December 2025)

IN THE COURT OF APPEAL OF TANZANIA AT PAR ES SALAAM ( CORAM: NDIKA. 3.A.. MASHAKA, J.A. And NGWEMBE, J.A.n CIVIL APPEAL NO. 1233 OF 2024 DB SHAPRIYA & CO LIMITED.........................................................APPELLANT VERSUS NCBA BANK TANZANIA LIMITED (formerly known as COMMERCIAL BANK OF AFRICA (TANZANIA LIMITED) ............ RESPONDENT (Appeal from the judgment and decree of the High Court of Tanzania at Dar es Salaam) f Nkwabi, 3.1 dated the 19th day of February, 2024 in Civil Case No. 179 of 2022 JUDGMENT OF THE COURT 3rd & 18th December, 2025 NGWEMBE. JA.: This appeal is against the judgment and decree of the High Court of Tanzania in Civil Case No. 179 of 2022 dismissing the appellant's case. The genesis of the dispute between the parties is as follows; the appellant was a customer of the respondent which operated bank accounts in both Tanzanian Shillings and US Dollars. According to her, the said monies were intended to facilitate various projects in different parts of the United Republic of Tanzania. It came to pass that the director of the appellant was accused of criminal offences under the l Prevention and Combating of Corruption Act (PCCA), which ied to blockage of the bank accounts operated by the respondent through prohibitory orders of the Attorney General of Tanzania (AG). The respondent complied with the orders blocking the operations of the appellant's accounts, hence she complained that following blocking of her accounts, she failed to process several transactions for the projects initiated before the blockage. Following the blocking of the appellant's accounts, she alleged to have failed to perform her projects and pay credit facilities. She thus, instituted a civil case referred to above founded on breach of duty claiming among others, specific damages in different currencies to wit; Euro 3,302,943.26; USD 115,450.84 and TZS. 431,016,484.71; general damages; interest; and costs. The respondent in her defence maintained that she was obliged to adhere to the orders issued by the authorities in relation to the criminal cases that faced the appellant's managing director. Hence, she committed no wrong by such blockage of the accounts as it was done in accordance with the law. At trial, the appellant had one witness, the managing director one Kishor Shapriya who testified that on 17th October 2016 the appellant 2 received money into her bank account and withdrew some amount on the next day. Then she could not proceed withdrawing any money or perform any transaction due to a prohibitory notice issued by the AG on 18th October 2016. The Notice was admitted in evidence as exhibit P6. The defence case was presented by Mr. George Sebastian Mahaba - Head of Technology of the respondent to the effect that, the respondent received prohibitory notices from the AG that the bank should not conduct any transaction in respect of the accounts of the appellant. Upon full trial, the High Court found that the prohibitory notices issued by the AG could not be treated as illegal without affording her right to be heard. Since the AG was not impleaded as a party to the suit, she should not be condemned unheard. Consequently, the suit was dismissed with costs. Now the appellant is before the Court by way of an appeal, advancing six grounds as follows: 1) That the learned tria l judge erred in law and fact by considering extraneous m atters when composing his judgm ent and contrary to rule 4 o f Order X X o f the C ivii Procedure Code, Cap 33 RE 2019. 2) That the Iearned tria l judge erred in iaw and fact by wrongly determ ining fram ed issues and avoided to determ ine the first issue. 3 3) That the learned tria l judge erred in law and fact by failing to hold that the respondent was not ju stifie d to biock the appellant's accounts as it had no prohibitory orders a t the disputed times. 4) That the learned tria l judge erred in law and fact by shifting the burden o f proof and holding that the appellant ought to have sued or brought the Attorney General whife it is the same court which had ruled that the m atter did not concern the Attorney General, 5) That the learned tria l judge erred in law and fact in considering the issue o f joining the Attorney General by the appellant while the court had the powers to jo in any party under the provisions o f rule 10 (1) o f Order 1 o f the C ivil Procedure Codef cap 33 RE 2019. 6) That the learned tria ljudge erred in law and fact in discussing the issues concerning the Attorney Genera! while the respondent had not claim ed an indem nity by way o f third-party notice under rule 14 o f Order 1 o f the C ivii Procedure Code ; cap 33 RE 2019. The appellant implored the Court to allow the appeal and set aside the High Court's decision with costs. At the hearing of this appeal, Mr. Roman Masumbuko, learned advocate represented the appellant and Ms. Miriam Bachuba, learned advocate represented the respondent. At the outset, when Mr. Masumbuko was invited to address the Court, he began by adopting his 4 written submission lodged in Court on 25th August, 2025 and briefly clarified that, the trial court did not compose an acceptable judgment as envisaged under Order XX Rule 4 which is now Order XX Rule 6 of the Civil Procedure Code Cap 33 R.E. 2023. He emphasized that a properly composed judgment must contain facts and analysis of parties' evidence together with atl relevant admitted exhibits. He referred the Court to the trial court's judgment found on pages 1014 to 1026 of the record of appeal that the said judgment lacked determination on facts and analysis of evidence. He buttressed his argument by citing our decision in Omary Abdallah Kilua v. Joseph Rashid Mtunguja (Civil Appeal No. 178 of 2019) [2020] TZCA 1791 (25 September 2020) which we emphasized the requirement of analyzing the evidence adduced during trial. Hence, he implored the Court to allow ground 1 of the appeal. In response, Ms. Bachuba, insisted that the trial court composed an acceptable judgment which included summary of facts, discussion on framed issues and analysis of evidence before conclusion. She also distinguished the referred case of Omary Abdallah Kilua (supra) with the instant appeal because of differences in material facts, evidence and circumstances of each case. She insisted that the trial judgment comprised determination on evidence and exhibits. Thus, she urged the Court to find ground 1 unmerited. 5 We have consciously reviewed the trial court's judgment in light of the complaint by the appellant. We entertain no doubt that a court judgment must comprise facts leading to the complaints, analysis of facts, applicable laws and precedents, findings and conclusion-see Order XX Rule 6 of CPC which provides statutory duty to the trial court to compose an acceptable judgment. We find it pertinent to refer to the eminent legal author A.D. Singh's on Judgments and How to Write them, 4th edition, who defined judgment to mean: - "an expression o f the opinion o f a judge arrived a t after due consideration o f the evidence and o f the arguments advanced before him. I t is a c a rd in a l p rin c ip le w hich m u st n o t be fo rg o tte n th a t a c o u rt ju d g m e n t sh o u ld be b a se d s tric tly on th e evid en ce on reco rd , a n d n o t on o u tsid e evidence, h o w ever acq u ired . ^(Emphasis added) Moreover, the Court in countless decisions has emphasized on the proper composition of an acceptable judgment including the case of Hamis Rajabu Dibagula v. Republic [2004] T.L.R. 196 where we described the contents of a court judgment as follows: "A judgm ent m ust convey some indication that the judge or m agistrate has applied his m ind to the evidence on the record. Though it may be reduced to a minimum, it m ust show that no 6 m ateriaI portion o f the evidence ia id before the court has been ignored. A good judgm ent is dear, system atic and straight forward. Every judgm ent shouid state the fact o f the case, estabiishing each fact by reference to the particular evidence by which it is supported and it shouid give sufficiently and plainly the reason which ju stify the finding. It should state sufficiently particulars to enable a court o f appeal to know what facts are found and how." It is therefore, settled law in our jurisdiction that a court is enjoined to confine itself to the matter before it. It is not expected an adjudicator to consider any other matter outside the case to influence his decision, otherwise it may amount into consideration of extraneous matters which may vitiate the whole decision. See; Charles Martin Mwakatika v. Danford Athuman Mwakatika & Another (Civil Appeal No. 476 of 2021) [2024] TZCA 1015 (1 November 2024). That being the position of the law, the question remains as to whether the trial Judge failed to compose an acceptable judgment as argued by the learned advocate for the appellant. We are firm to decide in the negative because we find the trial Judge composed an acceptable judgment but he used a different style of judgment writing, which is acceptable so long as all ingredients of a legal judgment are complied with. 7 Referring to pages 1024 to 1025, the appellant complained against as importation of extraneous matters. We find the learned Judge made reference in trying to emphasize his point that the blockage or freezing of a personal bank account is not a new thing and it was not the basis of his decision and did not influence his decision. We accordingly find the 1st ground unmerited. We now deal with the 2n d ground of appeal which is centered on failure of the trial court to consider and determine the 1st issue. Mr. Masumbuko, emphatically argued in his written and oral submissions by referring to page 1017 of the record of appeal that the trial Judge combined issues 1 and 2 and determined the 2n d issue which according to him was the epicenter of the whole dispute. However, Mr. Masumbuko challenged such choice as failure to consider the 1st issue. He cited the decision in African Banking Corporation (T) Ltd v. T. Better Holdings Company Ltd, Civil Appeal No. 207 of 2017 [2014] TZCA 165 (6 March 2024) to support his submission. In response, Ms. Bachuba, contended that the 1st issue was considered by the trial court. She emphasized that the trial judge found it important to begin with the 2n d issue which was the epicenter of the dispute. Thus, after disposing of the 2n d issue, he concluded that the 1st 8 issue was also covered. Thus, she implored the Court to dismiss this ground of appeal. We have taken considerable time to peruse and underscore the nature and essence of this ground in light of the record of appeal. It is on record that during trial, the court with the consent of parties framed four issues for trial to wit, whether the Defendant breached its duty by failing to honour the demands/payment instruction from the plaintiff; whether the Defendant was ju stifie d in blocking the p lain tiff's account; whether the p la in tiff suffered any losses; and what reliefs, if any the parties are entitled to. It is also, on record at page 1017 of the record of appeal that the trial Judge had this to say: "After I have read between the line the 1st and 2nd issues, I am o f a considered opinion that it is crucial to determine the 2nd issue first, because in my view, it consists o f the decisive point in this case" Undisputedly, the trial Judge had unqualified discretion to begin with the most relevant issue which is the core of the whole dispute and is capable of disposing of the whole matter. Notwithstanding such discretion of the adjudicator, the general rule is that the trial court must determine all issues raised unless some of them become redundant after determining other issues. In the case of Kukal 9 Properties Development Ltd v. Maloo and Others (1990) E.A. 281, the Court observed as follows: "A judge is obliged to decide on each and every issue framed, failure to do so constitutes serious breach o f procedure." In similar vein, the Court had plethora decisions on the same issue, including; Alnoor Sheriff Jamal v. Bahadir Ebrahim Shamji, Civil Appeal No. 25 of 2006 (unreported) and Alisum Properties Limited v. Salum Selenda Msangi (Civil Appeal No. 39 of 2018) [2022] TZCA 389 (24 June 2022); Africanders Limited v. Millanium Logistics Limited (Civil Appeal No. 185 of 2018) [2021] TZCA 3535 (16 November 2021); and International Commercial Bank Limited v. Jadecam Estate Limited (Civil Appeal No. 446 of 2020) [2021] TZCA 673 (15 November 2021), in the latter case, the Court held: "It is trite that findings in suits m ust be based on issues arising from pleadings. However, there is an exception to that rule. The tria l court is not precluded from deciding an issue which, though not framed, parties le ft it for its determ ination." Although the appellant laments that the first issue was not determined, the judgment as shown at page 1025 of the record of appeal demonstrates the contrary: 10 "Now, the 1st issue m ust foiiow su it to crumbfe to the ground against the p la in tiff for the reason that it depended on the 2nd issue being decided in the affirm ative. Then it cannot be said that the defendant breached its duty by failing to honour the demands/payment instructions from the p la in tiff because I have answered the 2nd issue in the affirm ative. I answer the 1st issue in the negative" The excerpt above is apparent, it cannot be correct to allege that the trial Judge did not determine the 1st issue, despite the style used which may displease parties, yet the 1st issue was conclusively determined, hence this ground likewise, must fail as it lacks merits. Considering that grounds 4, 5 and 6 of appeal, challenge the trial court's failure to join the Attorney General as necessary party, we propose to deal with them conjointly. In the grounds of appeal, the appellant lamented bitterly against the trial court for failure to join the Attorney General. Mr. Masumbuko, submitted in detail with several useful decisions of the Court. In response thereof, Ms. Bachuba argued that the duty to join the AG at first lay on the appellant and when necessary, the respondent could seek leave of the trial court to join the AG under Order 1 Rule 14 of the l l CPC, lastly the trial court had discretion under Order 1 Rule 10 (2) of the CPC to order such joinder. We have taken pain to consider the rival arguments of the learned lawyers on those grounds which are all centered on failure of the trial court to join the AG. Undeniably, the trial court had statutory powers to join the AG under Order 1 Rule 10 (2) of the CPC. Likewise, the respondent had two ways through which she could cause joinder of a non-party in the proceedings. One, through third-party procedure under Order 1 Rule 14 of the CPC in relation to claims for contribution or indemnity or any claims relating to or connected with the subject matter of the suit. Two by way of a counterclaim under Order VIII Rule 10 of the CPC where the respondent had a claim against the appellant or a non-party which accrued before the institution of the suit in which case, the non-party must be pleaded in the counterclaim along with the appellant. Besides those two ways, the respondent had no other means to implead the AG. As we understand the law, the primary duty of the appellant was to join all persons having a claim against them, including the AG in the plaint or at a later stage by moving the trial court to join the AG and dutifully amend the plaint. 12 It is further observed at pages 481 to 500 of the record of appeal that the respondent raised three grounds of preliminary objections including failure of the appellant to join the AG who was a necessary party. The appellant defended rightly on that point by citing Order 1 Rule 10 (2) of the CPC and the Court's decision in 21st Century Food and Packaging Ltd v. Tanzania Sugar Producers Association and 2 Others, [2005] TLR 1. That, the AG had no interest in the subject matter as is purely private matter. (See page 486). Perusing more inquisitively on the record of appeal, it is evident that the trial court in its final judgment held inter alia that validity of the account blocking order could not be determined since the issuer of those orders (the AG) was not a party, lest the trial court may condemn one unheard. In the circumstances of this appeal, we are settled in our minds that the appellant is precluded from complaining that the trial court failed to join the AG or that the respondent failed to bring in the AG by way of a third-party notice, while in law such duty was placed on the shoulders of the appellant. The plaint is clear that the orders which eventually affected her were issued by the AG. She was thus aware in determining the legality of those orders, the trial court would require to hear from the Attorney General. 13 The three points of preliminary objection alluded to above, which were raised and argued by the parties alerted the appellant on the center of dispute that it was born from the AG's prohibitory notices. Therefore, the AG was a necessary party to answer and prove the legality of her orders to the respondent. Otherwise, the issue of legality or otherwise of the AGs' Orders could not be determined to its finality in the absence of the AG. However, always it is the responsibility of the appellant to sue or join any person of his choice. We therefore, find that grounds 4, 5 and 6 are not merited and we dismiss them. Ground 3 of appeal is in respect of whether the trial court erred in law and fact by failing to hold that the respondent was not justified to block the appellant's account as it had no prohibitory orders at the disputed times. The learned advocate for the appellant has vigorously challenged the validity and effectiveness of the prohibitory notices filed by the AG. At the same time the learned counsel for the respondent stood firm to defend those prohibitory notices. In order to determine wholistically this ground of appeal, we find it imperative to reproduce the contents of the prohibitory notice made on 18th October, 2016, as follows: RE: PREVENTION AND COMBATING OF CORRUPTION ACT, 2007 14 PROHIBITORY NOTICE "Pursuant to the provision o f section 34 (2) (3) o f the Prevention and Combating o f Corruption A ct 2007, you are hereby directed not to approve, and does or facilitate the transfer, disposal o f or otherwise parting with possession and or ownership o f monies deposited in account No. 1191301000024 m aintained a t your bank by DB Shapya and Company Limited. This notice is valid and shall remain effective for a period o f six months from the date hereof or u n til the determ ination o f the proceedings against them if any” The notice was copied to the appellant and the same content was repeated on the subsequent notices of 18th April, 2017; 3rd November, 2017; 15th March, 2018 and 18th September, 2018. The prohibition remained in force until the Director of Public Prosecutions (DPP) issued a notice of expiration of prohibitory notice dated 17th June, 2021 which appears at page 915 of the record of appeal, whose contents are as follows: - "NOTICE OF EXPIRATION OF PROHIBITORY NOTICES'' "You are hereby inform ed that proceedings against Kishor Shapriya have been fin ally determined. You are further inform ed that in accordance with a provision o f section 34 (4) o f 15 PCCBAct, the prohibitory notice which prescribed approvals, endorsements or facilitations or transfer, withdrawal, disposal of, or otherwise parting with a possession and ownership o f monies deposited in account No. 119130100024 m aintained a t your bank by DB Shapriya Co. Ltd is no longer in force. Therefore, the said DB Shapriya Co. Ltd is a t liberty to continue transacting with the aforem entioned account number in accordance with the provisions o f the laws o f the United Republic o f Tanzania and any other rules o f procedures provided for by your bank." Following the existence of those prohibitory notices, it is clearly evident that the respondent continued to block the appellant's accounts until when the referred release notice from the DPP was issued. Therefore, the averments by the appellant that the respondent illegally refused to heed to the request to withdraw her monies is misconceived and misplaced. Moreover, the lamentation made by the appellant that those prohibitory notices were illegally issued and the respondent should not have entertained them is untenable. We side with the respondent that she was obliged to adhere to those notices until the release notice was issued by the DPP. The parties had similar arguments before the High Court, which decided that since the appellant even after being notified of the 16 existence of those prohibitory notices, decided not to implead the AG, then the question of whether those notices were illegal or otherwise, ought to be answered by the AG not by the respondent. We find the reasoning of the trial court was proper in law. In similar circumstances, the Court in the case of Bunda Town Council & Others v. Elias Mwita Samo & Others (Civil Appeal No. 309 of 2021) [2023] TZCA 17315 (9 June 2023), observed that the duty to implead a party as a defendant is not available to the defendant but to the plaintiff. The contents of those prohibitory notices were crafted in a continuous manner that either upon expiry of six months or until the determination of the proceedings against them, if any. Either way, upon expiry of six months but if the proceedings were stilf persistent the prohibition ought to continue. This interpretation is in line with section 34 (4) of the PCCB Act which reads as follows:- "Every notice issued under subsection 2 shall remain in force and binding on the person to whom it Is addressed for a period o f six months from the date o f a notice or, where proceedings for an offence under this A ct or any other written law in relation to the advantage or property commenced against any o f such person, until the determ ination o f those proceedings / ' 17 The excerpt above when read together with the contents of the prohibitory notices connote continuity untii the determination of the proceedings. In respect of this appeal, it was until when the DPP wrote the above quoted release notice. Equally important is the legality or otherwise of those notices. Despite the appellant challenging them as illegal notices, yet the record indicates that she was aware from the first issuance of the first prohibitory notice on 18th October, 2016, but did not challenge it before any court of law. The respondent submitted on the importance of the appellant to join the AG with a view to answer on legality or otherwise of her prohibitory notices. We accede to the respondent's argument that the respondent remained blameless on the illegality or otherwise of those notices. Our scanning of the plaint reveals that the appellant averred on illegality of the prohibitory notices issued by the AG, but failed to join her as a party. We find the trial court was right to refrain from deciding on illegality of those prohibitory notices in the absence of the author. Having taken account of all the circumstances, we hold that the freezing of the account of the appellant by the respondent was fully justified and the prohibitory notices were rightly complied with by the respondent. Consequently ground 3 of appeal must also fail. 18 In the final analysis, we find the appeal unmerited and, consequently, dismiss it in its entirely. The respondent shall have her costs. DATED at DAR ES SALAAM this 17th day of December, 2025. G. A. M. NDIKA JUSTICE OF APPEAL L. L. MASHAKA JUSTICE OF APPEAL P . J. NGWEMBE JUSTICE OF APPEAL Judgment delivered virtual on this 17th day of December, 2025 in the presence of Mr. Fraterine Munare holding brief for Mr. Roman Masumbuko, learned counsel for the appellant, Ms. Miriam Bachuba, learned counsel for the respondent and Ms. Christina Mwanandenje, Court Clerk is hereby certified as a true copy of the original. 19