Permanent Secretary Ministry of Education Science and Technology and Another vs M/S Climate Consult (T) Limited (Civil Case No. 32619 of 2024) [2025] TZHC 8588 (19 December 2025)

1 IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA DAR ES SALAAM SUB-REGISTRY AT DAR ES SALAAM CIVIL CASE NO. 32619 OF 2024 PERMANENT SECRETARY, MINISTRY OF EDUCATION, SCIENCE AND TECHNOLOGY………………………………………… 1 ST PLAINTIFF ATTORNEY GENERAL………………………………………………... ..2 ND PLAINTIFF VERSUS M/S CLIMATE CONSULT (T) LIMITED………………………………. DEFENDANT JUDGMENT Date of last order: 28/10/2025 Date of judgment: 19/12/2025 . A.A. MBAGWA, J. The dispute in this suit stems from the alleged breach of a deed of settlement entered into by the 1 st plaintiff and the defendant on 30 th November 2023. The plaintiffs contend that the defendant breached the terms of the deed of settlement by failing to refund the 1 st plaintiff a sum of TZS 141,649,254.27 (one hundred forty-one million six hundred forty-nine thousand two hundred fifty-four and twenty-seven cents), being the outstanding amount. As such, the plaintiffs instituted the

2 present suit, praying for judgment and decree against the defendant as follows:

1. For orders of payment of outstanding amount to the tune of TZS 141,649,254.27 as an advance payment, which were made to the Defendant
2. Interest of the above (i) at the rate of 27% from the date of breach and default to the date of judgment;
3. Interest on the (i) above amount at the rate of 7% from the date of pronouncement of judgment and decree until full and final payment;
4. General d amages for the breach of the d eed of s ettlement and t ender c ontract .
5. Costs of the suit; and
6. Any other reliefs which this Honorable Court may deem just and fit to grant in favour of the Plaintiffs. The factual background of the matter, as deciphered from the pleadings and evidence, may be summarized as follows: It would appear that in 2020, the defendant won a t ender with Reference Number ME-024/2019-2020/HQ/G/13 , worth TZS 708,246,271.36 to supply the 1 st plaintiff’s institutions with IT equipment. Thus, on 20 th April 2020, the 1 st plaintiff and the defendant entered into a contract for the

3 supply of IT equipment under the TESP Project (Desktop Computers and Printers for Lot 1, Lot 3, and Lot 4) . The supply was to be made to various institutions under the 1 st plaintiff. Before commencing the supply, the defendant was given an advance payment of Tanzania shillings one hundred forty-one million six hundred forty-nine thousand two hundred fifty-four and twenty-seven cents ( TZS 141,649,254.27 ) in accordance with Clause 18.1(i) of the said tender contract . Nevertheless, the defendant neither supplied the intended equipment nor reimbursed the advanced fund. Initially, she sought and was granted several extensions to execute the contractual terms, but all these efforts were in vain. Subsequently, the parties engaged in amicable negotiations under the superintendence of the office of the Solicitor General. As a result, on 30 th November 2023, the duo signed a deed of settlement wherein the defendant agreed to refund the 1 st plaintiff a sum of TZS 141,649,254.27 , which had been advanced to her. According to Clause 2.1 of the deed of settlement (Exhibit P1), the defendant agreed to refund the said sum within seventy-five (75) days from the date of signing the settlement deed. To the plaintiffs’ dismay, the defendant still neglected even to

4 honour the deed of settlement. Being left with no other amicable option, the plaintiffs resorted to instituting the present suit, praying for the remedies as indicated above. In contrast, the defendant strongly disputed the plaintiffs’ claims. The defendant contended that she was coerced into entering into the deed of settlement. She maintained that the deed of settlement is invalid, for it was not voluntarily entered into. She thus prayed the Court to dismiss the suit with costs. Having scanned the parties’ pleadings, this Court , with the consensus of both counsel, framed three issues, namely:

1. Whether the defendant is in breach of the deed of settlement dated 30 th November 2023.
2. Whether the defendant is indebted to the 1 st plaintiff for TZS 141,649,254.27.
3. To what reliefs are parties entitled? The hearing of the suit was conducted by way of witness statements in terms of Order XVIII rule 2 of the Civil Procedure Code.

5 At the hearing, the plaintiffs were represented by Mr Daniel Nyakiha, learned Senior State Attorney, and Ms Mariam Matovolwa, learned State Attorney, whilst the defendant had the services of Mr Gerald Msovela, learned advocate. The plaintiffs paraded one witness, Mr Renovatus Raymond Rutagandala (PW1), who also tendered several documents; to wit, a certified copy of a deed of settlement between Climate Consult LTD and The Ministry of Education, Science and Technology, dated 30 th November 2023 (Exhibit P1), and a letter from the Permanent Secretary, Ministry of Education, Science and Technology to Climate Consult Tanzania LTD, dated 23/02/2024, together with a notice of ten days dated 24/04/2024 from the Permanent Secretary, Ministry of Education, Science and Technology, to Climate Consult Tanzania LTD (Exhibit P2). In defence, the defendant called two witnesses, Majaliwa Burhani Nyenzi, the managing director of the defendant company (DW1), and George Mwalongo (DW2). DW1 tendered an application for the Advance Payment Guarantee dated 22 nd April 2020, Advance Payment Guarantee No. CBAT/096/2020, and a Standard Power of Attorney dated 15 th November 2019 (Exhibit D1 collectively).

6 In his evidence, DW1 maintained that he did not sign the deed of settlement voluntarily. During cross-examination, DW1 admitted that he was paid by the 1 st plaintiff as an advance payment of TZS 141,649,254.27, but did not supply any equipment. The evidence of George Mwalongo (DW2) was essentially on the signing of the tender contract for the supply of the equipment. He confirmed to the Court that he was duly authorized by the defendant to enter into a contract on behalf of the defendant. At the end of the hearing, both parties filed their written submissions to back their respective versions. I have keenly read the submissions and considered them in arriving at this decision. With the above precis, it is now incumbent on the Court to decide the framed issues. Starting with the 1 st issue, namely whether the defendant is in breach of the deed of settlement dated 30 th November 2023. As hinted above, the present suit hinges on the deed of settlement (Exhibit P1) that was signed on 30 th November 2023. Exhibit P1 was signed after the defendant had defaulted in discharging the contractual obligations of supplying the IT

7 equipment. Clause 2.1 of the deed of settlement (Exhibit P1) is very clear that the defendant admitted and committed herself to refund the 1 st plaintiff a sum of TZS 141,649,254.27 within seventy-five (75) days. The payment period had expired, and no payment had ever been made to the 1 st plaintiff. The defendant, through its managing director, DW1, lamented that he was coerced into signing the deed of settlement. However, DW1 did not adduce any scintilla of evidence to support his allegations apart from his bare words. Thus, having assessed the evidence of both parties, I am inclined to hold that the deed of settlement was voluntarily entered into by the parties and, therefore, the parties were bound by the terms of the deed of settlement. See the cases of Unilever Tanzania Ltd vs. Benedict Mkasa t/a BEMA Enterprises, Civil Appeal No. 41 of 2009, CAT at Dar es Salaam, Philipo Joseph Lukonde vs. Faraji Ally Saidi, Civil Appeal No. 74 of 2019, CAT at Dodoma . In the case of Unilever Tanzania Ltd vs. Benedict Mkasa t/a BEMA Enterprises (supra), the Court remarked that where parties find the contractual terms onerous, they are at liberty to renegotiate and rectify the previous by the Court is not enjoined to re-draft or interpolate the provisions of the contract. Thus, what the parties did by signing the deed of settlement after the defendant

8 had failed to supply the IT equipment was in consonance with the law. In that regard, the defendant breached the agreement terms by its failure to refund TZS 141,649,254.27 within 75 days. The first issue is therefore answered affirmatively. The 2 nd issue is whether the defendant is indebted to the 1 st plaintiff for TZS 141,649,254.27. Following the deliberations in the 1 st issue, this issue will not detain the Court much. The defendant does not dispute receiving TZS 141,649,254.27 as an advance payment from the 1 st plaintiff, which was intended to facilitate her discharge of the contractual obligations. Further, the defendant admits that she did not supply of equipment. Due to the defendant’s failure to perform the supply contract, they entered into a deed of settlement for the defendant to refund the money it received. Yet, the defendant has failed to return the money as agreed. It therefore goes without saying that the defendant is indebted to the 1 st plaintiff for TZS 141,649,254.27. As regards the 3 rd issue, it is a principle of law under Section 73 of the Law of Contract Act [Cap. 345 R.E. 2023], that a party that breaches the contract is liable to compensate the other. See also the case of Simba Motors Ltd vs Joh Achelis & Sohne Gmbh & Another (Civil Appeal

9 72 of 2020) [2022] TZCA 311 (24 May 2022 ) . In the suit at hand, it was well established that the defendant breached the contractual terms. It was also proved that despite several reminders, the defendant continually neglected to refund the money that was advanced to her. This tells it all that the defendant has caused inconveniences to the plaintiffs. In that regard, I am inclined to hold that the 1 st plaintiff is entitled to general damages to the tune of Tanzania shillings five million (TZS 5,000,000) and other consequential reliefs. In the upshot, this Court enters judgment and decree in favour of the plaintiffs to the following effect.

1. The defendant is ordered to pay the 1 st plaintiff the outstanding amount of Tanzania shillings one hundred forty-one million six hundred forty-nine thousand two hundred fifty-four and twenty-seven cents (TZS 141,649,254.27).
2. The defendant is ordered to pay the plaintiffs general damages to the tune of Tanzania shillings five million (TZS 5,000,000.00).
3. The defendant is ordered to pay interest on the decretal amount under (1) and (2) at 7% from the date of judgment and decree until full and final payment.

10 4. The defendant is ordered to pay the costs of the suit. It is so ordered. Dated at Dar es Salaam this 19 th day of December 2025. A.A. Mbagwa JUDGE 19/12/2025