Expedia Realtors Company Limited vs Lina Lea Invokavit and Another (Civil Case No. 6819 of 2026) [2026] TZHC 2964 (5 June 2026)

IN THE UNITED REPUBLIC OF TANZANIA , THE HIGH COURT OF TANZANIA DAR ES SALAAM, SUB - REGISTRY AT DAR ES SALAAM CIVIL CASE NO. 6819 OF 2026 EXPEDIA REALTORS COMPANY LIMITED.................. PLAINTIFF VERSUS LINA LEA INVOKAVIT ...................................... 1ST DEFENDANT SHANDONG GOLDEN RHINO INTERNATIONAL TRADING CO. LIMITED.................................. 2ND DEFENDANT RULING MKWIZU, J The Plaintiff is an incorporated company in Tanzania engaged in the real estate business, with its headquarters in Kinondoni, Dar es Salaam. The 1st Defendant is said to be a natural person resident in Tanzania, while the 2nd Defendant is a corporate entity duly incorporated under Tanzanian law. The claims in the plaint are that, the plaintiff and the 1st Defendant entered into an oral agency agreement in November 2024, under which the Plaintiff was appointed to procure a buyer for the 1st Defendant’s property known as Certificate of Title No. 186 036/207, Plot No. 1195,

situated at Msasani Peninsula, Dar es Salaam, in consideration of a commission of USD 150,000 upon successful sale.The Plaintiff performed its obligations by sourcing and introducing the 2nd Defendant as a purchaser, culminating in a sale agreement dated 4 April 2025 between the 1st and 2nd Defendants for USD 3,700,000, thereby completing the transaction. It is further alleged that despite full performance by the Plaintiff, the 1st Defendant failed and refused to pay the agreed commission despite repeated demands, thereby breaching the agreement and causing financial loss and damage to the Plaintiff. The Pl aintiff therefore claims joint and several liability against the Defendants, including payment of USD 150,000 (or its Tanzanian shilling equivalent), interest, general damages, costs, and any other relief the Court may deem fit. The defendants dispute the claim. And together with their WSD, their counsel raised a preliminary objection that the plaint has failed to disclose a cause of action against the 2nd defendant contrary to Order VII Rule 1 ( e) of the CPC and ought to be re jected under Order VII Rule 11 (a) of the CPO and that the plaint contravenes section 13 of the CPC

When the matter came for hearing on 3 June 2026, both parties were represented by counsel. Mr Mngumi Samadani, Advocate, appeared for the Plaintiff, while Mr Musa Mbaga, Learned Advocate, appeared for both Defendants, although he proceeded only with the first preliminary objection and abandoned the second. Arguing the preliminary objection, Mr Mbaga submitted that the Plaint disclosed no cause of action against the 2nd Defendant as required under Order VII Rule 1 of the Civil Procedure Code, which uses mandatory language. He contended that the Plaint only alleged breach of an oral contract agai nst the 1st Defendant, while the 2nd Defendant was merely described as a purchaser of the property, yet was improperly included in joint and several liability. He argued that a court can assess only pleadings and annexu res when determining whether a cause of action exists, and relied on Consolidated Holding Corporation v Rajan I Industries Limited and Others, Civil Appeal No. 2 of 2003 (unreported), page 16. He therefore prayed that the suit against the 2nd Defendant be struck out under Order VII Rule 11(a) of the Civil Procedure Code with costs. In reply, Mr Samadani submitted that the Plaint disclosed a clear cause of action against the 2nd Defendant, arguing that paragraph 9 of the Plaint properly joined the 2nd Defendant as a necessary party, being the

purchaser of the property. He relied on Tang Gas Distributors Limited v Mohamed Salim Said and Others, Civil Application No. 68 of 2011, page 30, and maintained that the preliminary objection lacked merit. In rejoinder, Mr Mbaga reiterated that the 2nd Defendant was not a necessary party, as the reliefs sought could be fully determined without its participation, and maintained that no cause of action had been disclosed against it. I have considered the submissions by the parties. There is no dispute that the law as it is requires the plaintiff to disclose the cause of action against the defendant . The only issue here is whether the plaintiff discloses the cause of action against the 2 nd defendant. It is correct, as argued by the defendant's counsel, that the assessment of whether the plaint discloses a cause of action is determined strictly on the face of the plaint and any annexures, without resort to evidence. This principle was expressed by the Court of Appeal in Consolidated Holding Corporation v Rajan Industries Ltd and Others, Civil Appeal No. 2 of 2003 (CAT, unreported), Joray Sharif & Sons v Chotai Fancy Stores (1960) EA 375 and East African Overseas Trading Co. v Tansukh S. Acharya (1963) EA 469 .

Generally, a cause of action has been defined in John M. Byombalilywa v Agency Maritime International (Tanzania) Ltd , Civil Appeal No. 15 of 1983, as the essential facts that the plaintiff must prove to succeed. In Mulla, The Code of Civil Procedure (13th Edition) , a cause of action is described as every fact which, if traversed, would be necessary for the plaintiff to prove in order to obtain judgment. Similarly, Jowitt’s Dictionary of English Law (2nd Ed., 1977) defines it as the fact or combination of facts which give rise to a right to sue, consisting of the wrongful act and the consequent damage. So the question in this case is whether the pleaded facts disclose any bundle of facts that , if proved, would entitle the Plaintiff to relief against the 2nd Defendant. In the plaintiffs’ plaint, the entire cause of action is expressly anchored in an alleged oral agency agreement between the Plaintiff and the 1st Defendant. The Plaintiff pleads that the 1st Defendant entered into an oral agency agreement with the Plaintiff for the procurement of a buyer for immovable property, and that the Plaintiff perform ed by introducing the 2nd Defendant, who subsequently purchased the property for USD 3,700,000. The Plaint further alleges that both Defendants are jointly and severally liable for the commission of USD 150,000.

Reading the plaint in its entirety, it is clear that the breach complained of is the 1st Defendant’s failure to pay the commission after selling the property. The 2nd Defendant is pleaded only as the purchaser of the property introduced by the Plaintiff, and as having participated in a sale agreement with the 1st Defendant dated 4 April 2025. The plaintiff does not allege that the 2nd Defendant was party to the agency agreement; the 2nd Defendant agreed to pay the commission; the 2nd Defendant induced, guaranteed, or assumed liability for the commission; or that there was any contractual or tortious wrongdoing by the 2nd Defendant toward the Plaintiff. The only relief pleaded against it is joint and several liability, but such a prayer must be supported by pleaded material facts creating legal responsibility. A prayer alone cannot constitute a c ause of action. It is clear from the cited authority of Consolidated Holding Corporation v Rajan Industries Ltd (CAT) that a cause of action must be discernible from the pleaded facts themselves, and not from assumptions, inferences, or legal conclusions drawn in the abstract. A party is only properly joined to proceedings where the plaint discloses facts showing that it bears a recognisable legal obligation toward the plaintiff, or where its presence is necessary for the effective and complete

adjudication of the rights in dispute. Applying that principle to the present pleadings, there is no disclosed cause of action against the 2nd Defendant. The plaint does not allege any contractual relationship, statutory duty, tortious conduct, or any othe r legally cognisable obligation owed by the 2nd Defendant to the Plaintiff. In the absence of such foundational facts, the mere inclusion of the 2nd Defendant as a purchaser, or the prayer for joint and several liability, cannot by itself sustain a cause o f action. Accordingly, the pleadings fail to establish any legal basis upon which liability against the 2nd Defendant can properly be anchored. The preliminary objection is thus sustained , and pursuant to Order VII Rule 11(a) of the CPC, the claim against the 2nd Defendant is hereby struck out for failure to disclose a cause of action. Costs to follow the events . E. Y Mkwizu Judge 05/6/2026