Sisti Sylvester Mganga vs China Dragon International Co Ltd 2023 TZHCComD 171 29 July 2024

Parties

Procedural Posture

Commercial Petition / Ruling

Legal Issues

1. 1 Whether the Respondent's affairs have been and are being conducted in a manner unfairly prejudicial to the interests of the Petitioner as a member
2. 2 What reliefs are parties entitled to under section 233(1) and (3) of the Companies Act

Ratio Decidendi

The Petitioner, as a member of the Respondent company, was unfairly prejudiced by being excluded from participation in company affairs, denied notices, and not provided with company information, contrary to the Companies Act and the articles of association. The Respondent failed to rebut these core allegations. However, claims for damages, profit sharing, and nullification of contracts were outside the scope of section 233 and not granted.

Court Disposition

Petition partially granted

Orders

• Declaration that the Respondent's affairs are being conducted in a manner unfairly prejudicial to the interest of the Petitioner as a member and contrary to the Companies Act No. 12 of 2002.
• Order for the Respondent to give the Petitioner access to all records of contracts, sub-contracts, agreements, projects, minutes, and resolutions from 2020 onward.