abdallah nakanoga and 7 others vs crdb plc 2022 tzhc 9665 31 march 2022

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (DAR ES SALAAM DISTRICT REGISTRY)

AT DAR ES SALAAM CIVIL APPEAL NO. 14 OF 2021 (Originating from the District Court of Kiiosa, at Kiiosa, in Civii Case No.4 of 2019) 1) ABDALLAH NAKANOGA 2) HABIBU NAKANOGA 3) MAULID NAKUNOGA 4) BENNETH MPONDA L (T/A MAFANIKIO 5) MUSA P. LIHAMKA f SROUP FARM) APPELLANTS 6) ABDALLAH CHILUMANGA 7) ASHA MOHAMED SHITH 8) SCOLASTIKA MHIMBIRA

VERSUS

CRDB BANK PLC RESPONDENT

JUDGMENT 02"" Dec, 2021 & 31'* March, 2022 CHABA,J.: In the District Court of Kiiosa, at Kiiosa (the trial court), the appellants were the defendants in Civii Case No. 04 of 2019 in which the respondent was a piaintiff. The respondent successfuiiy sued the appeiiants jointiy and severaiiy under the group styied by the name of Mafanikio Group Farm for Tshs. 61,913,389.22/= being an outstanding loan balance. Dissatisfied with the decision of the trial Court, the appeiiants preferred this appeal, Page 1 of 19 For avoidance of confusion, I will refer the appellants as appellants as they appear In this case and the respondent as CRDB Bank. Briefly, the background of the appeal before me as gleaned from the parties' pleadings goes as follows: On 14^^^ November, 2013 the CRDB Bank executed a Term Loan Agreement with the appellants jointly and severally as a group to the tune of Tshs. 53,410,600.00 (Tanzanlan Shillings Fifty- Three Millions Four Hundred Ten Thousand Six Hundred Only) at the Interest rate of 20% per annum accrued dally on the outstanding balance and charged to the account annually payable within three years and In three equal Instalments of Tshs. 25,355,400.00 starting from January,2015 and was to end at January, 2017. The said term loan was for the purpose of farming activities such as financing sugar cane production and purchasing of farm inputs such as pesticides and

fertilizers. On 28*^ day of April, 2017 the CRDB Bank and the appellants jointly and severally agreed to grant restructuring of the term loan to Tshs. 50,500,000.00 (Tanzanlan Shillings Fifty Million Five Hundred Thousand Only). The Loan facility was secured by Deed of Security Arrangement over 34.00 acres of sugar cane farms located at Mbwade area, Ruhembe Ward, within Kllosa District owned by the appellants. Specifically, as security for the loan the appellants agreed to mortgage to the CRDB Bank Sugar-cane farms measuring 34.00 acres which are under Mafanikio Group Farm located In the respective area. Each appellant Individually as a security for the loan, agreed and consented to mortgage his/her farms found under the trade name Page)of 19 Mafanikio Group Farm and signed the Deed of Security Arrangement. The borrowers mortgaged their farms to be piaced as securities for Bank Loan as foiiows: Sigfrid C. Mponda (deceased) mortgaged his farm measuring 6.00 acres to be piaced as security for Bank loan, Maulid H. Nakanoga 3.00 acres, Scolastica Mhimbila 5.00 acres, Asha Mohamed Shith 4.00 acres, Abdaiiah Chilumanga 6.00 a/cres, Mussa Pius Lihamka 3.00 acres and Abdaiiah Nakanoga 7.00 acres. Ail these farms measuring 34.00 acres are located at Mbwade area within Ruhembe Ward, in the District of Kiiosa. According to their agreements, the appellants were required to pay the 1^ and

2"'' instalments of the term loan by January, 2015, but they breached the term loan agreement and totally failed to pay the said stated sum of monies, thereby making the CRDB Bank suffer loss. As a result, the appellants began avoiding the CRDB Bank in order to defeat her interests. Although the CRDB Bank on several occasions had made efforts to remind the defendants to settle their debts, but her efforts ended in vain. The CRDB Bank alleged that since she owed the appellants the above stated sum of monies, the cause of action was established to be a breach of contractual term in the Loan Agreement which resulted in the outstanding balance of Tshs. 61,913,389.22. Accordingly, the CRDB Bank instituted a suit at the District Court of Kiiosa, at Kiiosa as Civil Case No. 04 of 2019 against the appellants praying for the judgment and decree. In essence, the CRDB Bank sought for the following relief. Page I of 19 One; Declaration that the appellants are in breach of credit facility agreement by failing to discharge its duties and obligations in accordance with the loan facility agreement. Two; The appellants jointly and severally be ordered to pay the CRDB Bank Tshs. 61,913,389.22 at the rate of 20% from the date of pronouncement the decision until full payment of the debt to the CRDB Bank being outstanding loan money. Three, Declaration that the collateral namely, 34.00 acres of

land which are under Mafanikio Group Farm located at Mbwade area within Ruhembe Ward, in Kilosa District be sold; Four; Interest on the principal sum from the date of breach to the date of judgment at the rate of 20% per annum; Five; Interest in the decretal sum from the date of judgment to the date of full payment at the Court rate; Six; Costs of the suit, and Seven; Any other reliefs(s) the Court may deem fit and just to grant. On the adversary part, they all opposed the CRDB Bank's claims through a joint written statement of defence and admitted some of the facts. The facts which are not disputed by the appellants are; They admitted that they secured the loan in the tune of Tshs. 53,410,600.00 at the rate of 20% per annum from the CRDB Bank of which they intended to carry a business related to Agriculture activities at Kilombero District and were supposed to repay the loan plus the interest thereof In the tune of Tshs. 25,355,400.00 in total, as indicated in the loan agreement or contract dated 14^ day of November, 2013. The appellants also conceded that the said loan agreement was supposed to end in January, 2017. They further admitted that they discharged their obligation of paying the whole amounts of loan and instalments accordingly. As regards to the contents of paragraphs 6 and 7, Page 4 of 19 7.1, 7.2, 7.3 of the CRDB Bank's plaint, all did not rebut. They averred

that they paid the sum of Tshs. 61,913,389.22 with the interest of 3 years and there is no any other claim against them. They contended that the claim of Tshs. 61,913,389.22 as alleged by the CRDB Bank are unfounded. In respect of paragraphs 8, 9 and 10; the appellants averred that it is the CRDB Bank that breached the term of loan agreement against the appellants through Mafanikio Group Farm. During trial, the main issues were as follows; One; whether there (was) is loan agreement between the CRDB Bank and the appellants jointly and severally,Two; whether there (was) is a breach of the loan agreement by either of the parties. Three; whether the appellants have defaulted paying the whole loan and interest thereto, and Four; to what reliefs are the parties entitled to. At the trial, one witness testified for the CRDB Bank and tendered five exhibits, whereas the defence side had five witnesses without any documentary evidence. Bariki Vahaye featuring as PWl and tendered the following documentary exhibits. Loan Facility Agreement and (Variation) dated 14«^ November, 2013 and 25^^ March, 2015 (Exhibit PEl) collectively. Loan application letters (Exhibit PE2), Deed of Security Facility (Exhibit PE3), A Letter requesting to adjust loan repayments dated 3/3/2018 and Minutes of the meeting conducted by Mafanikio Group Farm dated 18/08/2013, 26/02/2015 and 21/06/2015 (Exhibit PE4)

collectively. Total debts for Mafanikio Group Farm sheet No. 26255141 (Exhibit PE5) and Personal Current Account Statement (Exhibit IDl) were tendered in evidence in support of the CRDB Bank claim. On the opponent side, the appellante Page I of 19 in' (defendants) brought five witnesses namely; Salumu Abdallah Nakanoga (DWl), Habibu Hashimu Nakanoga (DW2), Abdallah Chilumanga(DW3), Musa Pius Luhamba(DW4)and Asha Mohamed Shith(DW5)and no exhibits were tendered in support of their testimonies. After a full trial, the trial court declared the CRDB Bank a winner and gave the following orders: One; the appellants were declared to have breached the credit facility agreement by failing to discharge their duties in accordance with the loan facility agreement, Two; The appellants were jointly and severally ordered to pay the CRDB Bank the sum of Tshs. 61,913,389.22, Three; The court ordered sale of the collateral of 34.00 acres of land which are under Mafanikio Group Farm located at Mbwade area within Ruhembe Ward, in Kiiosa District be effected. Four; Payment of interest on the principal sum at the rate of 10 % per annum from the date of breach to the date ofjudgment be charged. Five; Interest on the decretal sum be charged at the rate of 10 % per annum from the date of judgment to the date of full payment, and Six; Costs to follow event. Dissatisfied with the trial court decision, the

appellants preferred an appeal to this court. In their Memorandum of Appeal, which was opposed by the CRDB Bank through the services of Ms. Specioza Ndunguru, learned Advocate, the Appellants have raised five grounds of complaints as follows: 1. That, the Honourable thai court erred in law and fact in failing to appreciate the fact that there was no Loan Agreement which was executed between the appellants and the CRDB Bank; Page % of 19 2. That, the Honourable trial court erred In law and fact in failing to examine, assess and scrutinize the evidence adduced by the Appellants against the CRDB Bank; 3. That, the Honourable trial court erred in law and fact in falling to declare that the group styled by the name ofMafanikio Group is nota legal entity capable to execute Loan Agreement in favour of the appellants against the CRDB Bank; 4. That, the Honourable trial court erred in law and fact in failing to examine the documentary evidence which was tendered in court which established that there was no existence of Loan Agreement between the Appellants and CRDB Bank thereto.

5. That, the Honourable trial court erred in law and factin declaring that the CRDB Bank has proved Its claim against the appellants thus appellants are supposed to pay the CRDB Bank while evidence adduced by both sides have established that there was no Loan Agreement which was executed between the Appellants and the CRDB Bank thereto. At hearing, this appeal was argued by way of written submissions. While Mr. Augustine Mathern Kusallka, learned counsel from GF LAW CHAMBERS appeared for the appellants, Ms. Specioza Ndunguru and Mr. Bernard Chuwa, both learned counsel from BWB Attorneys teamed up to represent the CRDB Bank. Both parties complied with the court's schedule. Mr. Kusallka commenced to argue the 3'" and 5'^ grounds of appeal jointly followed by the 2"'' and 4'*^ grounds which he opted to argue in similar way. I will not Page 7 of 19 reproduce the submission of the parties, but the same will be considered in the course of determining this appeal. Having considered the record of appeal and gone through the submissions of the counsels, the burning issue is whether there was loan agreement between the CRDB Bank and the appellants jointly and severally, and who actually breached the loan agreement, and if so, whether the grounds of appeal have merits or not. This being the first appeal, I will be guided by the decision of the Court of Appeal of Tanzania in Philipo Joseph

Lukonde v. faraji Ally Saidi, Civil Appeal No. 74 of 2019, CAT Dodoma District Registry (unreported) where the Court of Appeal quoted with approval the decision in the case of Tanzania Sewing Machine Co. Ltd v. Njake Enterprises Ltd, Civil Appeal No. 15 of 2016, CAT, Arusha where the Court held inter-alia that: "This Court has a duty to subject the entire evidence on record to a fresh re-evaiuation and come to its own conciusion. The conciusion may affirm the trial Court decision finding offacts, or this Court may even arrive at a totally different conciusion on the same facts". Based on the above case law, I shall exercise my power to re-evaluate evidence very cautiously because the trial Court was in a better position to handle the matter, that is to see, hear and appreciate the evidence. In determining these grounds of appeal, I have revisited the trial court records and scrutinize submissions advanced by the learned counsel. I Page I of 19 propose to deliberate the appellants' grounds of appeal in seriatim as submitted by the counsel for the parties, save for fifth ground which will be dealt with at the end. In addressing the first ground of appeal, it is worthy to note that it is undisputed fact that on 14/11/2013 the CRDB Bank executed a term loan agreement with the appellants, t/a Mafanikio Group Farm jointly and severally as a group to the tune of Tshs. 53,410,000/= at

the interest rate of 20% per annum which accrued daily on the outstanding balance and charged to the account annually payable in three(3) yearly equal instalments of Tshs. 25,355,400/= starting from 2015 (Exhibit PEl). The loan was set to expire on 28/02/2017. The loan was for farming activities in particular, financing sugar cane production and purchasing of farm inputs such as pesticides and fertilizers. The loan facility was secured by Deed of Security Arrangement (Exhibit PE3) over 34.00 acres of sugar cane farms located at Mbwade area, Ruhembe ward, within the District of Kilosa owned by the appellants who freely agreed to mortgage to the CRDB Bank as security for the loan. According to the court record and submissions by Ms. Specioza, each of the appellant individually agreed and consented to mortgage his/her farms as security for the Bank loan found under the trade name of Mafanikio Group Farm and signed the Deed of Security Arrangement(Exhibit PE3). The borrowers mortgaged their farms measuring 34.00 acres to be placed as securities for Bank Loan as hinted above. The points of departure between the disputing parties began where the appellants defaulted to discharge their duties and obligations in accordance with the Loan Facility Arrangement. It is further evident that the appellants Page 90^ approached the CRDB Bank and requested for loan restructuring of the

terms loan where the CRDB Bank accepted and granted the appellants jointly and severally to Tshs 50,500,000/= (Exhibit PEl). Later the appellants failed to pay the 1^ and 2"'' instalments of the term of loan by January, 2017 as agreed upon, as a result they breached the term loan agreement and totally failed to repay the said sum of monies. Therefrom, the appellants, began avoiding the CRDB Bank to defeat the interest. Though the CRDB Bank on several occasions had made efforts to remind the appellants settle their debts but ended In vain. From the foregoing, it is clear that the CRDB Bank executed a term loan agreement with the appellants who were t/a Mafanikio Group Farm jointly and severally on 14/11/2013 to the tune of Tshs. 53,410,000/= at interest rate of 20% per annum and made variation of the term loan agreement to Tshs. 50,500,000/= as evidenced in Exhibit PE4. At this judicature I find it apposite to state that parties, as per dictates of the law under Order VI, Rule 7 of the CPC(supra), are bound by their own pleadings. The law states that: "No pleading shall, except by way ofamendment, raise any new ground ofclaim or contain any allegation offact inconsistent with the previous pleadings ofthe party pleading the same". During trial, all appellants denied to have entered Into a loan agreement with the CRDB Bank individually, but signified and admitted that

being members of Mafanikio Group Farm they secured or borrowed the forestated loan from CRDB Bank and afterwards paid their debts to Mafanikio Group Farm which repaid the respective debts to CRDB Bank. In their joint written feSK Page Ip of X9 statement of defence, though they opposed the CRDB Bank's allegations on their own style, but in essence as shown at para 3, 4 and 5 respectiveiy, the appeiiants without any ambiguities admitted that they secured a ioan amounting to Tshs. 53,410,000/= at the rate of 20% for purpose of carrying business related to agricultural activities. They further admitted that according to the terms of ioan agreement, were supposed to repay the loan plus the interest thereof in the tune of Tshs. 25,355,400/= in totai as stipuiated in the Loan Agreement dated 14/01/2013 and its variations dated 25''' March, 2015 (Exhibit PEl) collectiveiy. Moreover, paragraphs 6, 7, 7.1, 7.2, 7.3 of the plaint is not in dispute. The appellants admitted that they discharged their obligations by paying the whoie amounts of loan and instalments amounting to Tshs. 61,931,389.22 with interest of three years. Ms. Specioza highlighted that, the appeiiants on their individual capacity applied for and subsequentiy were granted the ioan faciiity on the strength of Loan Appiication Letters (Exhibit PE2) and each expiained the purposes of loan. In their testimonies, they aii

agreed that they were advanced Loan for farming activities. However, they defauited to repay the ioan even upon grant by the CRDB Bank to restructure their ioan and concluded a loan facility agreement (Variation) dated 25/03/2015 (Exhibit PEl). Letters and minutes (Exhibit PE4) written by the appeiiants is another piece of evidence which acknowledges the existence of the said loan between the CRDB Bank and the appellants. In the circumstance the appeiiants cannot escape their liabilities. Ms. Specioza emphasized that the appeiiants should not hide themseives or turn around to point an accusing finger at the CRDB Bank to the effect that it Page 11 of 19 advanced a loan to an unregistered group. She referred this court to the 0 case of National Bank of Commerce vs. Empire Ulanda Ltd & Dan O'Eambe Iko[2005]TLR, 15 v/hereby this Court (Kimaro J. As she then was)faced a similar situation and held: - "...a defendant who has knowledge of existence of a loan agreement and benefited from such ban is estopped and barred from denying iiabiiity therefrom. She asked this Court to follow this precedent and dismiss the appeal with costs". She further stressed that since the appellants agreed to take loan from the CRDB Bank in their individual capacity and as a group and later breached the contract by defaulting to repay the outstanding balance, in the circumstance are estopped to depart from

their own pleadings and evidence as it is common that parties are bound by their own pleadings. As rightly submitted by Ms. Specioza, section of 100 (1) of the Evidence Act [Cap. 6 R.E. 2019] is relevant because, whoever desires any court to give judgement as to any legal right or iiabiiity dependent on the existence of facts which he asserts, must prove that those facts exist and the burden of proof lies on that person, and such a duty has been discharged by the CRDB Bank. Further, I subscribe to the decision reached by our Apex Court in the case of Agatha Mshote v. Edson Emmanuel & 10 Others, Civil Appeal No. 121 of 2019; CAT (Unreported) where the Court held inter-aiia that, since the disposition was reduced into writing, it could not be overridden by an oral account as section 100(1)of the Evidence Act[Cap.6 R.E. 2019] clearly dictates. I say so because it is unassailable that the appellants and CRDB Page 12 of 19 Bank concluded the loan agreement. It Is further proven that the appellants did breach the agreement. It is a well-established principle in Philipo Joseph Lukonde (supra) that where parties have freely entered into binding agreements, neither courts nor parties to the agreement, should interpolate anything interfere with the terms and conditions therein, even where binding agreements were made by lay persons. Similar principle was explicated by my brother Hon.

Mkeha, J. in the case of Petra Larsson and Another v. Afrinext Limited and Two Others, Commercial Case No. 78 of 2020 while echoing what was held in Simon Kichele Chacha v. Aveline M. Kilawe, Civil Appeal No. 160 of 2018 CAT at Mwanza, where he stated inter-alla that, it is a settled law that parties are bound by the agreement they freely entered into and this is the cardinal principle of the law of contract. He went on to hold that, the principle of sanctity of contract is consistently reluctant to admit excuses for non-performance where there is no incapacity, fraud (actual or constructive) or misrepresentation, and no principle of public policy prohibiting enforcement. The principle expounded in the case of National Bank of Commerce v. Empire Uianda Ltd & Dan O'Bambe Iko[2005]TLR,15 is also relevant in the circumstance of this case. As the appellants had the knowledge of the existence of a loan agreement and incontrovertibly benefited from loan executed, they are estopped and barred from denying liability therefrom. As regards to the appellant's argument that Mafanikio Group Farm had no registration and secondly, it was not a legal entity capable of executing Loan Agreement, Ms. Specioza submitted that such a fact is immaterial as the appellants testified that they were members of Mafanikio Group Farm Page 13 of 19 and the group had been placed under and guaranteed by their

registered main Cooperative Association (Chama Kikuu cha Ushirika) caiied Ruhembe Cane Growers Association (the RCGA).The RCGA guaranteed the CRDB Bank that Mafanikio Group Farm was a vaiid group and fit for taking farm ioan. Exhibits PEl, PE2 and PE3 proves that the appeliants were granted loan facility and later, breached their ioan agreement by defaulting to repay the debts in accordance with the terms of ioan agreement as shown in Exhibits PE4 and PE5. It is common ground that in legai terms, the word jointly and severally used to describe a partnership or any other group of individuais in which each individuai named shares responsibility equaiiy. It foliows therefore that all those named in the group have an obligation to perform ail of the actions required under the agreement. On this facet, there is abundant evidence from the court records, in particuiar the appeliants' testimonies and submissions by Ms. Specioza, that the appellants jointly and severally were members of Mafanikio Group Farm and were trading as such. Since the appeilants benefited from the ioan and finaiiy defaulted to repay the loan and breached the terms of loan agreement, I hold and state that the appellants are estopped and barred from denying liability and hiding themseives under the umbrelia of unregistered group. As hinted above, the appellants had the knowledge of the existence of ioan

agreement. As correctly underscored by Ms. Specioza when concluding her submission, I am fortified with the decision reached by the Court in Aida Kyenkungu v. John Kyenkungu, Equator International and NBC Limited,Civil Case No. 57 of 2001 HCT, DSM (Unreported); where this Court Page 14 of 19 (Muro, J.) emphasised on the role of banks to the growth of the country's economy and how borrowers should adhere to the loan agreements and repay their liabilities lest the bank's collapse. I will also add that, In as much as our country's economy Is concerned, opportunities for Tanzanlan's smallholders' farmers to access credit from the Banks and Financial Institutions are Inevitable. The studies have shown that, Tanzania's smallholders'farmers are the most underfinanced group In the country, but Improved agricultural and financial sector policies, enhancement of capacity of financial service providers to appraise agro-related loans and raising awareness of aggrotech could Improve the amount of credit they receive and help them Increase their production. In realizing the United Republic of Tanzanlan's Government quest to uplifting Tanzanlan's smallholders' farmers, the Bank Institutions Including the CRDB Bank has been to the frontline In creating opportunities to Tanzanlan's smallholder's farming by advancing them loans so that they can achieve their goals. However, some of them are

untrustworthy in that when they join together and form groups as one of the prerequisites to secure a Bank loan, bearing Ill-motives In their minds In the course of doing their business and trading as certain group, they deliberately default to repay the debts. In my unfeigned opinion. If the Bank Institutions will not be protected, perhaps unreliable and untrustworthy borrowers who are trading as group farms and the like, will continue to use such an opportunity to benefits themselves and default paying back the debts under the pretext of hiding under the umbrella of unregistered groups formed to run their business and finally paralyze the Banks In lending loans to reliable and steady borrowers. I grge, CRDB Bank and other financial Page of 19 institutions in their daily activities, to be aware and strictly adhere to the knowing your client policy to avoid dishonest and fraudster borrowers. On the forgoing discussion, I find that the 1^ and 3'''^ grounds of appeal are answered in affirmative. As regards to the 2"'' and 4^*^ grounds of appeal, the appellants' main complaints are that the trial court erred in law and fact in failing to examine, assess and scrutinize the evidence adduced by the appellants against the CRDB Bank and that it failed to examine the documentary evidence which was tendered in court and eventually established that there was no existence of Loan Agreement

between the appellants and CRDB Bank. On this point, Ms. Specioza contended that it is a common principle of law that the court's decision is usually reached by the trial court on the basis of the evidence adduced by both sides. She accentuated that all parties were afforded with the rights to call their witnesses and adduce their evidence. On her view, the CRDB Bank through PWl proved the assertion via oral testimony and documentary exhibits. Upon scrutiny, examination and assessment of the evidence adduced at trial and the exhibits tendered in evidence, the trial court ruled in favour of the CRDB Bank based on the principle of balance of probability. The witness (PWl) was found credible than the evidence adduced by the appellants. She referred this court to the case of Hemed Said v. Mohamed Mbilu,[1984]TLR 113 and Section 110 of the Evidence Act (supra). I have ferventiy examined and assessed the evidence on record and I am of the considered view that, the appellants' complaints have no iota of Page Ip of X9 merits. As correctly submitted by Ms. Specloza, I have no any flicker of doubt that the trial court properly evaluated the evidence adduced by PWl and the documentary evidence and finally found him as a credible and reliable witness. I am satisfied and convinced that the trial court safely relied on the evidence adduced by PWl and the five documentary exhibits tendered

In evidence. The trial court having evaluated the evidence tendered by both parties, I am of the settled view that It gave a fair and just decision. From the forgoing analysis, I also find these two grounds to have no merit. As to the fifth ground of appeal, Mr. Kusallka submitted that the trial court erred In fact and law when declared that CRDB Bank proved Its claim against the appellants while there was no loan agreement executed between the appellants and the bank. My findings, examination and scrutiny of the trial court records have revealed without uncertainties that the appellants jointly and severally formed a group styled as Mafanlklo Group Farm which was placed under, and guaranteed by their registered main Cooperative Association herein the RCGA. The RCGA guaranteed the CRDB Bank that Mafanlklo Group Farm was a valid group and fit for taking farm loan. Believing and placing reliance on such Information, CRDB Bank executed a term loan agreement with the appellants jointly and severally, t/a Mafanlklo Group Farm. They formed the said group purposely for doing business pertaining to agricultural activities and placed their 34.00 acres as security as unveiled by Deed of Security Facility (Exhibit PE3). The appellants testimonies show that they were trading as Mafanlklo Group Farm of which In law It Is simply stated as a name under which a group of people conducts

business that Is not the legal name Page 17 of t9 of the business firm, unlike the iegal entity which is either an individual, company or organization that has iegai rights and obligations and separate from the party(ies), and can sue or be sued in a court of iaw. It is clear from the court record that when the CRDB Bank executed the terms of loan agreement with the appellants, they failed to perform their obligations under the loan agreement and defaulted to repay the debts. Afterwards, they began avoiding the CRDB Bank the resuit of which they breached the terms of ioan agreement. In that view, triai court did not error both in fact and law when it deciared that the CRDB Bank proved its claim against the appellants. Indeed, this ground is devoid of merits as discussed above. In the finai anaiysis, and to the extent of my findings, I find no reason to fauit the triai court decision. Accordingiy, this appeal is hereby dismissed with costs. It is so ordered. DATED at MOROGORO this 31^ day of March, 2022. M. haba Judge 31/03/2022 Court: Judgement deiivered at my hand and Seai of this Court in Chambers this 31^ day of March, 2022 in the presence of Mr. Nimrod Msemwa, learned counsel for the Respondent and the 1=^ Appellant, but in absence of the 2"", 3'", 4'^ and 5^, 6^^, 7^^ and Appellants. Page 18 of 19 M. J. haba Judge 31/03/2022 Rights of the parties fully explained. M. J. aba Judge C,\ \ > 31/03/2022 ■vv* 2: \r. Page t$ of 19