4C GROUP V

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (COMMERCIAL DIVISION) AT DAR ES SALAAM COMMERCIAL CASE NO. 24065 OF 2024 BETWEEN 4C GROUP EAST AFRICA LIMITED …….…………………………… PLAINTIFF VERSUS SCI (TANZANIA) LIMITED ………………………….……………….… DEFENDANT Date of Last Order: 31/03/2025 Date of Delivery: 04/04/2025 CONSENT JUDGMENT KADILU, J. This consent judgment arose from a deed of settlement duly signed by the parties herein and filed in this court on 12/03/2025. Briefly, the plaintiff contracted with the defendant for the supply on credit, Oracle Premier Hardware and Oracle Software Update License & Service Support, commonly referred to as “Oracle Support Services.” They had a developing and professional working relationship whereby the plaintiff was supposed to supply Oracle Support Services to the defendant upon obtaining a Purchase Order (PO) from the defendant. 1 The defendant represented to the plaintiff that it had secured a contract with the Tanzania Revenue Authority (TRA) to procure and install Oracle hardware and software. The defendant further represented that, as part of her contractual obligation to TRA, she was required to provide Oracle Support Services. However, the defendant lacked the necessary authorization from the plaintiff to deliver such services directly. Consequently, the defendant was obliged to subcontract the provision of Oracle Support Services to the plaintiff. On 19/09/2023, the plaintiff issued to the defendant a quote for support with quote number PMQ- 000458_TRA_ORACLE_SUPP_2023_2026 for the supply of Oracle Support Services from 25/08/2023 to 24/08/2026. On the same day, the defendant provided a purchase order with reference No. PO8243, requesting for Oracle Support Services worth USD 326,872.04. The PO contained a payment term of 60 days for the reason that the payments to the plaintiff were contingent upon the defendant having received payment from TRA. The defendant’s payment from TRA was dependent on the installation of Oracle Support Services. Since the installation could not begin until the plaintiff booked Oracle Support Services, the defendant's ability to pay was 2 therefore tied to the completion of the installation. From the beginning, the plaintiff did not agree to the 60-days payment terms, but after the defendant's contention above, it was mutually agreed that the plaintiff should proceed in good faith, to book the defendant’s Oracle Support Services on 19/09/2023, and that payment would be made soon thereafter. The plaintiff duly furnished the defendant with the documentation confirming the successful booking of the Oracle Support Services. On 20/09/2023, the plaintiff issued to the defendant an invoice (04INV-000386) in respect of the purchase order (PMQ000458_TRA_ORACLE_SUPP_2023 2026) for the Oracle Support Services. To expedite the collection of payment, on 19/02/2024, one of the plaintiff’s officers wrote an email to the defendant wishing to ascertain the expected date of payment, the invoice in question having become overdue. The defendant did not respond. After the defendant failed to respond, on 22/02/2024, the plaintiff’s officer went to the defendant's offices in pursuit of answers and the settlement of the outstanding invoice. During the visit, he met with the defendant's Chief Financial Officer, who assured him that the overdue invoice would be settled within fifteen (15) days. The defendant did not heed the promise until on 24/04/2024 and 23/05/2024 when the defendant made 3 payments to the plaintiff’s account TZS 25,060,000 and TZS 125,313,999, respectively, utilizing an exchange rate of TZS 2506.06 per USD. The payments corresponded to USD 9,532.14 and USD 47,198.87, respectively, bringing the total recognized payment to USD 56,731.01, which constitutes approximately 18.4% of the total invoiced amount. Up to September 2024, when the suit was filed, the defendant had not paid the outstanding debt of the United States Dollars Two Hundred Seventy Thousand One Hundred Forty-One and Three Cents (USD 270,141.03) despite several follow-ups by the plaintiff. Thus, the plaintiff sued the defendant claiming for the following reliefs: a. A declaratory order that the defendant breached the agreement entered into with the plaintiff for failure to fulfil its contractual obligation to pay the outstanding amount overdue. b. An order against the defendant for the payment of specific damages to the tune of United States Two Hundred Seventy Thousand One Hundred Forty-One and Three Cents (USD 270,141.03) being the outstanding amount overdue from failure to satisfy its payment obligation. c. An order against the defendant for the payment of general damages to the tune of United States Dollars Fifty Thousand (USD 50,000) or as the court may assess and deem fit. 4 d. An order against the defendant for the payment of interest on (b) above at the commercial rate from the date of default to the date of judgment. e. Interest on the decretal amount at the rate of 12% per annum from the date of judgment to the date of final payment and satisfaction in full. f. Costs of the suit. g. Any other order(s) and relief(s) that the court may deem fit to grant. Upon being served, the defendant filed a Written Statement of Defence denying the claimed amount to the tune of United States Dollars Two Hundred Seventy Thousand One Hundred Forty-One and Three Cents (USD 270,141.03). On 07/03/2025, when the matter was still pending, the parties engaged in negotiations and discussions for settlement out of court. They eventually agreed to enter into a Settlement Agreement on the terms and conditions set out hereunder: 1. Full and Final Settlement The defendant agreed to pay the plaintiff a total of United States Dollars Two Hundred Sixty-Six Thousand, Eight Hundred Seventy-Two and Four Cents (USD 266,872.04) as Specific fees and United States Dollars Seven Thousand (USD 7,000) as Legal fees (collectively referred 5 to as the "Settlement Sum"), in full satisfaction of the plaintiff’s claims in the suit. 2.0 Payment of the Settlement Sum The Settlement Sum to be paid in two tranches as follows: 2.1. The Specific fees of United States Dollars Two Hundred Sixty-Six Thousand, Eight Hundred Seventy-Two and Four Cents (USD 266,872.04) shall be paid through an irrevocable and unconditional Letter of Credit issued in favour of the plaintiff, in the amount and currency specified above. The Letter of Credit shall be issued by a reputable financial institution and delivered to the plaintiff no later than 30 days from the date of execution of the Deed. The terms of the Letter of Credit shall ensure that the whole amount of USD 266,872.04 is fully accessible to the plaintiff upon presentation of the required documentation. 2.2. The Legal fees of United States Dollars Seven Thousand (USD 7,000) shall be paid through a postdated cheque issued by the defendant in favour of the plaintiff, no later than three months from the date of execution of the Deed of Settlement. 2.3. In the event the issuing bank refuses to honour the terms of the irrevocable and unconditional Letter of Credit or the postdated cheque as 6 required under Clause 2.1 above, the plaintiff shall have the right to initiate execution proceedings against the defendant. 2.4. For the avoidance of doubt, such failure or refusal by the issuing bank shall not absolve the defendant of its obligations under the Deed, and the defendant shall remain fully liable for the entire Settlement Sum. In such circumstances, the plaintiff shall be entitled to claim the full amount of the Settlement Sum that remains unpaid as of the date of filing the execution proceedings, together with any accrued interest, costs, and other damages incurred as a result of the default. 3. Ongoing Proceedings The parties to the suit agree to relinquish all claims related to the suit upon filing and recording the Deed of Settlement in Court. 4. Successors and Assigns The Deed of Settlement shall ensure to the benefit of and be binding upon the parties and their successors in title and assigns, and the parties in the Deed shall be interpreted as including all such persons. 5. Effect of the Deed Upon filing of the Deed of Settlement, it shall have effect as if it were a decree of the court made after full hearing and delivery of judgment upon 7 its terms and should either of the parties’ default in the performance of any terms, it shall be enforced in the same manner and to the full extent as a decree of the court. 6. Entire and Final Deed The Deed of Settlement contains the entire agreement between the parties, and no party shall be bound by any undertaking, representation, warranties, promise, or the like not recorded in the Deed. 7.0 Further Assurance 7.1. Each of the parties shall from time to time, on being reasonably required to do so by the other party, now or at any time in the future, do (or procure the doing of) all such acts and/or execute (or procure the execution of) all such documents as necessary for giving full effect to the Deed of Settlement. 7.2. Upon final and full settlement of the Deed of Settlement, the parties shall resume their working relationship by providing the services to the defendant and or his client as per the scope of work agreed. By this consent decision, therefore, this court hereby declares that the parties hereabove have resolved their dispute and this suit is marked as settled by compromise of the parties, as evidenced by the terms agreed 8 under the said deed of settlement. For the reasons aforesaid, the deed of settlement signed by the parties and filed in this court constitutes the judgment and decree of this court and the matter is marked settled in terms of Order XXIII Rule 3 of the Civil Procedure Code, [Cap 33 R.E. 2019]. It is so ordered. KADILU.M.J. JUDGE 04/04/2025 Ruling delivered in chamber on the 4th day of April, 2025 in the presence of Mr. Daniel Deogratious, Advocate for the plaintiff, also holding brief for Mr. David Ndossi, Advocate for the defendant. KADILU.M.J. JUDGE 04/04/2025 9