Simple Bureau De Change Limited vs The Bank of Tanzania & Others (Civil Appeal No. 805 of 2025) [2025] TZCA 1203 (18 November 2025)

IN THE COURT OF APPEAL OF TANZANIA AT PAR ES SALAAM (CORAM: MKUYE, J.A.. MAIGE. J.A. And KHAMIS. J.A.^ CIVIL APPEAL NO. 805 OF 2025 SIMPLE BUREAU DE CHANGE LIMITED ..................................... APPELLANT VERSUS THE BANK OF TANZANIA ........................... . ......................1 st RESPONDENT THE TANZANIA REVENUE AUTHORITY ............................ 2N 0 RESPONDENT THE ATTORNEY GENERAL ................................................ 3 rd RESPONDENT (Appeal from the decision of the High Court of Tanzania, Dar es Salaam (Sub Registry) at Dar es Salaam) (Maahimbi. J.^ dated the 30th day of November, 2024 in Civil Case No. 15679 of 2024 JUDGMENT OF THE COURT 7th & 18th November, 2025 KHAMIS, J.A.: This appeal is against the dismissal of the suit, Civil Case No. 15679 of 2024 by the High Court of Tanzania, Dar es Salaam (the High Court) for being time barred. The suit was instituted by the appellant for payment of TZS 18,178,800,000.00 being special and general damages on account of the unlawful seizure by the first and second respondents of her money in various currencies, office equipment, loss of business, i and related claims. The third respondent was sued as a necessary party in his capacity as the government's top legal advisor. The appellant, a duly licensed operator of bureau de change had fourteen years' operating history when officials of the first and second respondents, allegedly unlawfully raided its headquarters and four branches located in Dar es Salaam on 27th February and 1s t March, 2019 and seized the money, office equipment and closed down the offices. The said acts subjected the appellant to a financial crisis and negatively impacted its business reputation. The appellant pleaded that, following the acts complained of, she made extensive efforts to communicate with the respondents and the Minister responsible for Finance and Planning but they did not yield to her call for refund of the confiscated money and seized properties. The silence constrained the appellant to issue a statutory ninety days' notice to sue and the suit was finally filed on 2n d July, 2024. Upon being served with the plaint, the respondents filed a joint written statement of defence generally disputing the claims. On specific response to the acts complained of, the respondents averred that, the appellant's business was closed down because its operation violated the law and regulations administered by the first and the second respondents. Regarding the correspondences/ the respondents acknowledged receipt of the various letters written by the appellant and maintained that, the same were timely responded to by advising the appellant to resolve her tax dispute with the second respondent. In a reply to the joint written statement of defence, the appellant joined issues with the respondents and reiterated her earlier allegations in the plaint. Following a preliminary objection raised by the respondents on the time limitation, the trial Judge delivered a ruling sustaining the objection and dismissing the suit. The order of dismissal was made on 13th November, 2024. It was the above order dismissing the suit with costs which prompted the appellant to prefer this appeal which faulted the learned trial Judge on six grounds, namely: one, dismissing the suit on the ground that it was time barred despite acknowledging that there were ongoing communications between the parties; two, dismissing the suit instead of striking it out; three, holding that the time limit for the filing of the suit was reckoned from the date of seizure of the money and properties; four, denial of the appellant's right to be heard as 3 guaranteed by Article 107A (2) (e) of the Constitution of the United Republic of Tanzania, 1977 (the Constitution); five, failure to consider the rationale and spirit behind the provisions of the Law of Limitation Act, Cap 89 R.E 2023 (the LLA); and six, failure to fairly and impartially consider the appellant's arguments advanced at the hearing of the preliminary objection. At the hearing of this appeal, the appellant was represented by Messrs. Octavianus Mushukuma and Amon Rwiza, learned advocates. On the other hand, Mr. Deodatus Nyoni, learned Principal State Attorney, teamed up with the Messrs, Mkama Musalama and Joseph Bundala, learned State Attorneys, to act for the respondents. In terms of rule 106 (1) and (7) of the Tanzania Court of Appeal Rules, 2009, both parties filed written submissions for and against the appeal. In support of the appeal, Mr. Rwiza initiated his argument by adopting the written submissions on record and made some highlights and clarifications on the first ground of appeal. He argued the fifth and six grounds of appeal together while separately addressed each of the remaining grounds of appeal. On the first ground of appeal, the learned counsel narrated the series of correspondences that ensued following the incidents of 27th February and 1s t March, 2019. He contended that, following seizure of the money, office equipment and closure of the appellant's offices, the first and second respondents continued to investigate the appellant's business operations and tax affairs and therefore, impractical to initiate the civil proceedings within the time required in the LLA. The learned counsel contended that, on 27th October, 2022 the first respondent, for the first time, issued a letter advising the appellant to present her tax issues to the second respondent with a view of finding a permanent solution so that the appellant's business licence cancelled by the first respondent on 2n d October, 2020 would be revived. In his view, it was that letter which gave a cause of action to sue. He cited sections 42 (1), (2), (3) and 45 of the Tax Administration Act, Cap 438 R.E 2019 (theTAA) regarding powers of the Commissioner General of the Tanzania Revenue Authority (the TRA) to seize the assets while investigating into the affairs of any tax payer. He asserted that, the appellant instituted the Income Tax Appeals No. 253 and 254 of 2023 before the Tax Revenue Appeals Board (the TRAB) challenging the adjusted tax assessments by the second respondent and invited us to take judicial notice of the judgment of the TRAB dated 17th October, 2024 which required the second respondent to follow a legally acceptable procedure in assessing the appellant's tax liability. 5 The learned counsel faulted the trial Judge for failure to consider the factual circumstances surrounding the case and contended that, item 6 of Parti of the First Schedule to the Law of Limitation Act, Cap 89 (the LLA) was wrongly invoked to find the suit time barred. He submitted that, the doctrine of precedents was also misapplied in determining the preliminary objection. Further, the counsel faulted the Judge in holding that, the appellant did not plead the facts constituting the cause of action and argued that, it was impossible for the appellant to institute legal proceedings against the first and second respondents while the investigations against her were in progress. On the second ground of appeal, Mr. Rwiza faulted the trial Judge for failure to appreciate the correspondences between the parties which were crucial for determining the time limitation. He contended that, the import of the first respondent's letter of 27th October, 2022 which closed the investigation and opened the door for the filing of a suit against the respondents was overlooked. On the third ground of appeal, the learned counsel contended that, it was erroneous to conclude that the cause of action arose on the date of seizure of the appellant's money and properties while ignoring the investigation carried out for almost three years from the dates of the incident. Regarding the fourth ground of appeal, the appellant's counsel contended that, the dismissal of the suit deprived the appellant of her substantive rights guaranteed by Article 107A (2) (e) of the Constitution. Addressing the Court on the consolidated fifth and sixth grounds of appeal, Mr. Rwiza contended that, as a custodian of justice, the trial court was bound to assess the circumstances surrounding the case in order to determine when the cause of action actually arose. He said, had the trial Judge gauged the appropriate latitudes, she would have found that, no suit could be filed while investigations against the appellant were on going. On his part, Mr. Nyoni, in opposing the appeal, adopted the respondent's written submissions filed on 17th July, 2025. After giving a highlight of the litigation, he consolidated the first, second and third grounds of appeal; the fifth and sixth grounds of appeal and separately canvassed the fourth ground of appeal. On the first set of grounds encompassing the first, second and third grounds of appeal, the learned Principal State Attorney contended that, communications or negotiations between the parties could not stop the running of time. He said even though the trial Judge acknowledged the existence of communication between the parties, that alone could not stop the running of time. He maintained that the cause of action arose on 27th February and 1s t March, 2019 and the filing of the suit on 2n d July, 2024 rendered it time barred. The learned counsel cited the case of Alwyn Bob Mutagulwa & Others v. Tanzania Electric Supply Company Limited (TANESCO) & Another [2025] TZCA 592 and Fortunatus Lwanyantika Masha & Another v. Claver Woshi Limited [2022] TZCA 433 for the proposition that, negotiations or communications between the parties is not a ground for stopping the running of time. He also cited Order VII Rule 6 of the Civil Procedure Code, Cap 33 R.E 2023 and placed reliance on the case of Tanzania Road Agency & Another v. Jonas Kinyagula [2021] TZCA 310 for the proposition that, where the suit is instituted after the expiration of the period prescribed by the law of limitation, the plaint should show the ground upon which the exemption from such law is claimed. The learned Principal State Attorney cited Item 6 of Part 1 to the Schedule and section 5 of the LLA which prescribes the period of limitation for tortious claims to be three years. He also referred the Court 8 to the case of Sarbjit Singh Bharya & Another v. NIC Bank Tanzania Ltd & Another [2021] TZCA 212 for the inference that, the trial Judge was correct in holding that the appellant's claim was based on a tortious liability whose time limitation was three years and had expired. In response to ground four, Mr. Nyoni submitted that, there was no denial of the appellant's right to be heard before the trial court. The appellant was afforded his rights under Article 13 (6) of the Constitution and the trial court had nothing to do with the merits of the suit as it lacked the requisite jurisdiction. He cited the case of NBC Limited & Another v. Bruno Vitus Swalo [2021] TZCA 122 for the proposition that, courts are enjoined not to entertain matters which are time barred as the limitation period has an impact on the jurisdiction. Further, the learned counsel cited the case of Yusufu Zziwa v. Tanzania International Container Terminal Services & Others [2014] TZCA 2250 where the Court held that, Article 107A (2) of the Constitution cannot come in aid in the circumstances where there is an obvious breach of a statutory duty. On specific response to grounds fifth and sixth, the learned Principle State Attorney reiterated his earlier submissions in respect of 9 the first ground of appeal and cited section 3 (1) of the LLA for the suggestion that, every proceeding instituted after the expiry of the period of limitation prescribed in the schedule to the LLA should be dismissed whether or not limitation has been set up as a defence. To buttress his point, he cited the case of Sarbjit Singh Bharya (supra) for the proposition that, the consequences for any proceedings instituted out of time without leave of the court is dismissal. On rejoinder, Mr. Mushukuma reiterated the appellant's earlier submissions and referred us at paragraphs 18 and 19 of the plaint. He said, the two paragraphs disclosed the cause of action as per the legal requirements stated in the case of Alwyn Bob Mutagulwa (supra) and should have been considered on the right perspective. The learned counsel also argued that, the first respondent's letter of 27th October, 2022 was the beacon for the countdown of the limitation period and not the dates of the incidents complained of. He invited the Court to examine the relevant correspondences between the parties and make a finding that in the circumstances of the case, the time limitation counted from 27th October, 2022 and not otherwise. He faulted the trial Judge for ignoring such a crucial fact, in his view. On those basis, Mr. Mushukuma prayed that the appeal be allowed with costs. This being a first appeal, the Court is mandated to analyze and re examine the parties' arguments made in the trial court and reach its own conclusions in terms of rule 36 (1) (a) of the Tanzania Court of Appeal Rules, 2009 (the Rules). In that regard, the Court in Simon Edson @ Makundi v. Republic [2020] TZCA 1730, stated as follows: "The cumulative effect o f the law and the cases cited above Is that, the appellate court is bound to consider the grounds o f appeal presented before it and in so doing ; need not discuss all of them where only a few will be sufficient to dispose o f the appeal. It Is also necessary for the first appellate court to re evaluate the evidence on record before reaching to its conclusion." The background of this matter as earlier on stated, is that on 2n d July, 2024 through the services of SARC Law Chambers, the appellant filed a plaint in the High Court against the respondents jointly and severally. The suit was for payment of the total sum of TZS 18,178,800,000.00 being special and general damages for the value of the money and properties seized, outstanding loans due to the banks, li loss of business, office rental arrears and costs incurred in pursuing the matter. The appellant pleaded that, its operations started in the year 2005 as a sole proprietorship and subsequently incorporated as a limited liability company in line with the first respondents' directives. As a duly licensed Class A Bureau De Change with full tax compliance, she opened branches in Kariakoo; Uhuru Street; Durban Hotel (Uhuru Street); and Azikiwe Street, near the Askari Monument. Fourteen years of successful business operations were not without pains. On 27th February and 1st March, 2019 her offices were allegedly raided by officials of the first and second respondents who confiscated money, seized properties and closed down the offices. In paragraphs 18 and 19 of the plaint, the appellant pleaded that: "18. That the plaintiff during this turmoii made extensive efforts to communicate with the defendants and the Minister for Finance and Planning regarding the unlawful seizure o f money and properties, as well as the impact on her business and associated challenges. This included issues affecting a sister company into which some funds were invested in the Bureau De Change business . Copies o f the letters are annexed hereto and marked as annexture A13 12 collectively. Leave is craved to make these part of this plaint, 19. That despite the plaintiff's letters and in person visits by the Managing director and shareholder, Mr. AmalyJuma Meta Kibondei, the defendants did not provide any positive response other than issuing letters which were not addressing the issues which the plaintiff claimed. Copies o f the letters are annexed hereto and marked as annexture A14 collectively. Leave is craved to make these part of the plaint." It was on the basis of these averments that the respondents raised a preliminary objection asserting that, the suit was hopelessly time barred, among others. In its ruling, the trial court considered the correspondences between the parties and concluded that communication or negotiations between parties could not stop the running of time in computing the time limitation. The issue now which covers all grounds of appeal is whether the trial Judge was justified in dismissing the suit. In resolving this issue, we will start with the requirements of Order VII Rule 6 of the CPC which provides that: 13 "Where the suit is instituted after the expiration o f the period prescribed by the law of limitation, the plaint shall show the ground upon which exemption from such law is claimed." In the case of Kigoma Ujiji Municipal Council v. Ulimwengu Rashid t/a Ujiji Mark Foundation [2023] TZCA 131, this Court interpreted the requirements of Order VII Rule 6 of the CPC and echoed its stance on the weight to be given to correspondences between the parties as a ground for exemption from the limitation of time, thus: "The requirement imposed by the above provision of the law is not optionalbecause the word used therein is "shall" which denote a mandatory compliance and not otherwise. We are mindful of the fact that, in his submissions, the respondent though admitted that, the plaint is silent on a ground upon which an exemption from limitation could have been relied upon, he urged us to find that the suit was lodged within time as the delay was occasioned by series of exchange of correspondences and negotiations between the parties that turned out to be abortive as the appellant refused to pay the said compensation. With respect, we are unable to agree with the respondent on this point. It is settled that 14 communication or negotiations between the parties is not a ground for stopping the running of the time." In the case of Consolidated Holding Corporation v. Rajan Industries Ltd & Another, Civil Appeal No. 2 of 2003 (unreported), the Court cited with approval the persuasive decision of the High Court in Makamba Kigome & Another v. Ubungo Farm Implements Limited & PSRC, Civil Case No. 109 of 2005 (unreported), thus: "Negotiations or communications between parties since 1998 did not impact on limitation of time. An intending litigant, however honest and genuine , who allows himseifto be lured into futile negotiations by a shrewd wrong doer, plunging him beyond the period provided by iaw within which to mount an action for the actionable wrong, does so at his own risk and cannot front the situation as defence when it comes to limitation of time." Applying the above principles to the facts of this appeal, we again point out that, the appellant's cause of action was based on tort. Item 6 of Part 1 of the First Schedule to the LLA, sets the time limit for filing a suit on tort to be three years from the date when the cause of action arose. It was not disputed that the acts complained of were committed by the first and second respondents' officials on 27th February and 1s t 15 March, 2019 but the suit was filed on 2n d July, 2024. In terms of Order VII Rule 1 (e) of the CPC, the plaint was required to show the ground upon which an exemption from the application of the law of limitation was claimed. Our careful reading of the plaint showed that the appellant generally pleaded the history of her business and the impact of the incidents of 27th February and 1s t March, 2019 on its operations. The plaint did not state the grounds upon which an exemption from the law of limitation was sought. In M/S P & O International Limited v. The Trustees of Tanzania National Parks (TANAPA), Civil Appeal No. 265 of 2020 (unreported) the Court stated that, to bring into play an exemption under Order VII Rule 6 of the CPC, the plaintiff must state in the plaint the facts showing the grounds upon which he relies to exempt him from the limitation. In his submissions, Mr. Rwiza contended that, the trial court failed to consider the peculiar circumstances of the case and particularly, the correspondences that ensued between the parties after the incidents in question. Admittedly, the relevant correspondence were attached to the plaint and particularly, a letter by the first respondent to the appellant dated 27th October, 2022. The letter reminded the appellant that its offices were shut down for failure to comply with the Foreign Exchange 16 (Bureau De change) Regulations, 2019 and that, her cancelled business license could be reactivated upon resolving the tax liabilities with the second respondent. The record shows, contrary to the appellant's counsel assertions, the disputed letter was analyzed by the trial Judge as reflected at pages 268 and 269 of the record and found irrelevant for the purpose of excluding the of time limitation. Upon scrutiny of its contents, the trial Judge observed that: "...I will start where Mr. Rwiza concluded his submissions, that the outcome of the said confiscation was availed to the plaintiff on 27th October, 2022. According to him, that is when the computation of time for the purpose of time limitation should begin. In consideration of this line o f argument, I had to thoroughly go through the contents of the said annexture 14 to the plaint, a letter dated 27th October, 2022 from the first defendant to the plaintiff. With respect to the learned counsel, he is misleading the court as the letter did not in any way explain the outcome of the investigation. Rather the first defendant had directed the plaintiff to finish up with the second defendant on issues of tax compliance and when he is cleared, then he may re-apply for his license 17 afresh. That did not end the investigation as Mr. Rwiza wouid want the court to believe..." In our considered view, the observations given by the trial court regarding the contents of a letter of 27th October, 2022 as reproduced above, were thorough and unassailable, requiring no further critique. It is not out of place to comment that, even assuming the appellant had properly pleaded the correspondences and negotiations between the parties as an exemption from the application of the law of limitation, which was not the case, the same would not have been of aid to the appellant as the legal stance is that correspondences and negotiations between parties is not a ground to exempt the running of time. In any event, there is nothing on the record to show that the appellant pleaded any element of uniqueness of his claim as an exemption to time limitation. This position is consonant with our position in the cases of Fortunatus Lwanyantika Masha & Another (supra) and Alwyn Bob Mutagulwa (supra) which were referred to us by the learned Principal State Attorney. Before we pen down, and in particular reference to the fifth and sixth grounds of appeal, we wish to point out that in Sarbjit Singh Bharya & Another (supra) we restated the law that, under section 3 (1) of the LLA, the consequence for any proceedings instituted out of 18 time and without leave of the court is dismissal and not striking out. This is to say that the trial court properly dismissed the appellant's suit after being found to be time barred. For these reasons, all grounds of appeal fail. In the result, we are satisfied that the appeal has no merit and we hereby dismiss it in its entirety. In the circumstances of the case, we make no order as to costs. DATED at DAR ES SALAAM this 14th day of November, 2025. R. K. MKUYE JUSTICE OF APPEAL I. J. MAIGE JUSTICE OF APPEAL A. S. KHAMIS JUSTICE OF APPEAL Judgment delivered this 18th day of November, 2025 in the presence of Mr. Amon Rwiza, learned counsel for the Appellant and Mr. Marcely Kanoni, learned counsel for the 2n d Respondent, Mr. Mkama Musalama learned counsel for the 1s t and 3rd Respondents through Video link at Dar es Salaam and Ladislaus Msuba, Court Clerk; is hereby certified as a true copy of the original. JjtllJU L' A. S. CHUGULU DEPUTY REGISTRAR COURT OF APPEAL 19