DELTA Africa Limited vs CRDB Bank PLC & Others (Civil Appeal No. 2839 of 2025) [2025] TZCA 1245 (8 December 2025)

IN THE COURT OF APPEAL OF TANZANIA AT PAR ES SALAAM ( CORAM: NDIKA, J.A., MASHAKA. 3.A. And NGWEMBE. J.A.n CIVIL APPEAL NO. 2839 OF 2025 DELTA AFRICA LIMITED.........................................................APPELLANT VERSUS CRDB BANK PLC ............................................................. 1 st RESPONDENT VODACOM TANZANIA PLC............................................. 2 nd RESPONDENT (Appeal from the decision of the High Court of Tanzania at Dar es Salaam) (Kakolaki, 3 .) dated the 4th day of August, 2023 in Civil Appeal No. 55 of 2022 JUDGMENT OF THE COURT 1st & 8th December, 2025 NGWEMBE. JA.: In this appeal, the appellant Delta Africa Limited is challenging the decision of the High Court in Civil Appeal No. 55 of 2022 (Kakolaki, J). In that case, the High Court determined an appeal originating from Civil Case No. 212 of 2017 before the Resident Magistrate's Court of Dar es Salaam at Kisutu (the trial court). Having considered the appeal, the High Court nullified and set aside the proceedings and judgment of the trial court for lack of jurisdiction. The finding was based on the issue raised suo motu by l the learned Judge in the course of composing his judgment. The High Court asked as to whether the trial court was seized with jurisdiction to try the matter in the absence of the company's board resolution. The Parties were afforded right to be heard on this point and in its ruling the learned Judge found that the trial court lacked the requisite jurisdiction to entertain the suit before it in the absence of a Company's Board Resolution. The facts underlying the dispute are briefly as follows: the appellant is dealing with the mobile money business (M-PESA) as a super dealer having agreed with the 2n d respondent, a holder of title No. 23320 and short code number 440403, whereas the 1st respondent (CRDB) mainly deals with banking business, but also holds an account as a super dealer of the 2n d respondent for recharging M-Pesa floats for all M-Pesa venders stationed in their daily money business. On 11/04/2017, the appellant alleged to have mistakenly deposited money to the tune of TZS 45,000,000.00 to the CRDB Bank account No. 632004 vide transaction identification (ID) No. 4DB5KEOOVP 632004 which was transferred to the 2n d respondent instead of the 1st respondent. 2 Realizing the mistake, she urged the 2n d respondent to block the transaction and remit the money back to herself. Unfortunately, the 2n d respondent refused to refund the money despite her acknowledgment of the transaction. This prompted the appellant to enquire to the CRDB Bank for remittance of the said amount of money. However, CRDB refused to heed to her request despite a number of follow ups. As a result, the appellant lodged Civil Case No. 212 of 2017 as alluded to above. After a full trial, the trial court entered judgment in favour, of the appellant and decreed the refund of TZS. 45,000,000/=; payment of general damages to the tune of TZS. 30,000,000/=; an interest at the bank rate of 22% per annum from the date of filing of the suit until the date of judgment; an interest on the decretal sum at the court rate of 7%; and costs of the suit. The 1st respondent was aggrieved by the trial court's decision, hence appealed to the High Court. In the course of determination of the appeal, the learned High Court Judge left all grounds of appeal and decided to determine first the competence of the suit before the trial court in the absence of a Company's Board Resolution. The Parties were invited to address the Court as alluded to above, but at the end, the learned Judge 3 found that in the absence of a Company's Board Resolution, the suit was incompetent and the trial court lacked jurisdiction to entertain it. Consequently, the proceedings and judgment of the trial court were nullified and set aside respectively. The appellant was not amused by such decision, hence the instant appeal on one ground that: The tria l judge erred in iaw and fact in allow ing the appeal on ground o f lack o f Board Directors Resolution to institute the case while the requirem ent does not apply to the present su it as there was no dispute revolving internal conflict within the appellant's company where the Board o f Director's Resolution could be resolved in order to institute the su it The appearance on the hearing date of this appeal was that; Mr. Tumain Msechu, learned advocate for the 1st respondent intimated to the Court that her client does not intend to oppose the appeal for the reasons that currently, the law through various decisions of the Court is now settled that the requirement of Company's Board Resolution is only when the dispute is between members of the company as opposed to the third party. He buttressed by referring the Court to its decisions in Petrolube (T) Limited & Another v. Baiyanhulu Gold Mine Limited & Others (Civil 4 Appeal No. 326 of 2023) [2025] TZCA 559 (4 June 2025); Bugerere Coffee Growers Ltd v. Sebaduka and Another (1970) EA 147; and Simba Papers Converters Ltd v. Packing and Stationery Manufacture Limited & Two Others, Civil Appeal No. 280 of 2017 TCA (2023). Having so said, Mr. Msechu, implored the Court to allow the appeal and remit the record back to the High Court for proper consideration of the grounds of appeal. He also urged the costs fall where it lies. Mr. Idrisa Juma learned counsel for the 2n d respondent was at one with Mr. Msechu and insisted that the learned High Court Judge misdirected himself to decided what he did, hence urged the Court to remit the court file to the High Court for proper hearing and determination of the grounds of appeal. Following submission of the learned counsel for the respondents, Mr. Daniel Ngudungi, learned counsel for the appellant welcomed the concession and implored the Court to allow the appeal and order the Court file be reverted back to the High Court for proper determination of the grounds of appeal. He added that, since the issue of competence of the 5 suit at trial was raised by the court suo motu, thus, he refrained to press for costs. On our part and having reviewed our previous decisions cited by the learned counsel for the respondents, we accede to the prayer because as a general rule it is now settled that, any undertaking which is made on behalf of a company arising from internal dispute within a company must be initiated after a Company Board Resolution. See section 150 (1) (a) and (b) of the Companies Act, Cap 212 R.E 2023. However, in dealing with external commercial disputes between companies like in this appeal, a Company Board Resolution is not a mandatory legal requirement. See, Simba Papers Converters Limited v. Packaging & Stationery Manufacturers Limited & Another (supra). Guided by the above decision, it is crystal clear that the disputes between the companies, a Board Resolution is not one of legal requirements. We therefore, accede to the concurrent arguments of the learned counsel that the High Court Judge misdirected himself in dismissing the appeal based on misapprehension of the legal principle. Accordingly, the proceedings and judgment of the High Court is quashed and set aside. Consequently, we order that the High Court file be reverted back to the 6 High Court and be placed before another judge for proper determination of the grounds of appeal. Each party to bear own costs. DATED at DAR ES SALAAM this 5thday of December, 2025. G. A. M. NDIKA JUSTICE OF APPEAL L. L. MASHAKA JUSTICE OF APPEAL P. J. NGWEMBE JUSTICE OF APPEAL Judgment delivered this 8th day of December, 2025 in the presence of Mr. Daniel Ngudungi, learned counsel for the Appellant and learned counsel for the 1st and 2n d Respondent were absence and Christina Mwanandenje, Court Clerk; is hereby certified as true copy of the original. 7