lindi express ltd vs infinite estate ltd 2022 tzhccomd 312 30 september 2022

IN THE HIGH COURT OF TANZANIA

COMMERCIAL DIVISION

ATDAR ESSALAAM COMMERCIAL CASE NO 17 OF 2021 LINDI EXPRESS LIMITED............................. ,.,..........PLAINTIFF Versus INFINITE ESTATE LIMITED............ ............. ,, .i„DEFENEh|NT

JUDGEMENT Date of Last Order: 27^ June,. 2022 ' pateofJudgemeritrJC^Septemberf^O^^,^:. NDUNGURU, J. This suit is based on ajLandlord ariBsTenant relationship and the breach of the lease agreements to it. The£|ldihtiff is legal person duly registered and carryihg on real estate business here in Tanzania and she claims against the Defendant, a limited jiability company incorporated in Tanzania, the payment of U^D.60,557 equivalent to TShs. 140,492,240 being unpaid rent to the Plairitijj resulting from the Defendant's lease of business premises at Samora Tbwef Buiiding, the interest of the principle amount at the rate of 25% per annum from the date pf the breach of the agreement to the date bf filing this suit, 25% ihterest of the decretal amount from the date of filing this. suit to the date of judgement, interest on the dectetal sum at the court's rate from the d.ate of judgement to the date of full settlement, general damages for 1 inconveriiences suffered by the Plaintiff as the result of the Defendant's breach of contract; and costs of this suit, A brief background of this suit is that, sometimes in the 15th day of September, 2014, the Plairitiff entered into Writteh agreerhent with the Defendant whereby the latter agreed to iease from the former, commercial business premises to wit.Basement Office No< 1, No. 2^No. 3, No. 4 and Oo. 5 (basement block) in Samora Tbwer Building

Plot No. 123/50, Mansfield Street Samora Averiue, Illala Dar es Salaam for an agreed price of USD.2,847 pef Morith. wh.ich equa.ls to USD 34,169 per year. The agreement commenced from the l^ of January of 2015. ? : On the same date, the twp sides also cpncluded another agreement, where the Defendant agreed to lease from the Plaintiff business premlses tp wit Mid Mezanine" No.l and No. 2 (Mezanine Block) located at Samora Tower Building, Plot Nov. 123/50, Mansfield Street Samora Avenue, Ilala Dar es Salaam at an agreed price of USD. 1,720 per Month whiph is equivalent to USdAo,64O peif^ear whlch was commenced from the l51 of January 2015. It is practical that payment be done upon the signing of a contract. Therefbre, iri both agreements above, the Defendant was required to make payments upon sigriing them, unfortunately, after the signing of the said contracts, the Defendant reguested the Plaintiff to allow her to pay the agreed 2 rent on or before the cpmmencement. date, a request which was granted by the Plaintiff, however, once the Defendant took possession of the premises? she ignored to pay the agreed rent for all the period she was i.n possessidn of the same. As a result, the Defendant retained and used the Bdsemeht Block for eleyen Months. that is from the l31 of January 2015 to the 30th of Noyember 2015 and at the same time retained and used the. Mezanine Block

for Seventeen Months that is from the of January to the 30th May 2016 whereas the rental fees had reacped USD. 31,317 and USD. 29,240 respectively. Iri which, the Defendant's d'efault' ih- paying the rehts ih time as agreed ampunts to a brea.ch of contract andtrust, whereas the Plaintiff has Suffered damages, andlclaims npt tg,Ave enjbyed his inVestments returns which made him claim:.'fpr payment of the principal 'sum due and also damages for breach of contract. ' > < Jflh addition to^hat, despite the Plaintiff's several reminders ahd follow up, fe Defendant has neglected to hpnor her obligation as per the terms and conditions stated in the agreement, and to that effect the Plaintiff was forced to knock the dbors of this Court and seek redress after service of demand notice prpved futile, hence this suit in which the Plaintiff claims as follows; I. Payment of USD;. 60,557 eguivalent to Tshs. 140,492,240. being rental 3 fees due to the Plaintiff. ii. Interest of the Principal sum at the fate of 25% per annuiri frorri the date of the breach of the terms of the. agreement (l^ Jan.ua.ry 2015) to the date' of filing this suit. iii. Interest oh decretal sum commercial rate 25% fromlhe date of filing this ca.se to'the d.ate pf judgement. > iv. General damages for breach of contract as may be assessed by this Honorabie Court; . . ” v. Interest.at the court's rate orrthe decretal sum

from the date of judgement to the dajje of fuj^ttlement. vi. Costs of this siifi|)e iMjnejb^tffe Defendarit, and vii. Such further reliefs the court deems just and fit to grant. However, the Defendant ha.d a quite different story as compared to the plairij.of the Plaintiff,. as seen in the. Writteh Statement of Defencei The Defendahtistafes that there .are no facts upon which the. prders sought by the Plaintiff can be granted as prayed or at all. On this side: of the coin, the Defendarit argued that on the 15^ September, 2014 the parties executed a 12 months lease agreement commencing from the l^ December, 2014 to the 30th November, 2015 in 4 respect of premises located at the Basement blbck No. 1, No. 2, No. 3,. No. 4 and No. 5 on Plot No. 123/50, Mansfield Street Dar es Salaam for a: consideration total amourit of USD 2847.00 per month which is equal to USD 32,169.00 per annum. On the sarne date, the Defendant.stat.es, they executed another lease agreement in respect of premises located a.t Mid Mezzariine No. 1 and No. 2 facing Mansfield Street o.n Plot No^ 123/50, Samora Avenue-Dar es Salaam for a period of 12 months commencing from the l51 day^gf December, 201.4 to the 30th day of Novembe.r, 2015. That the agreed.monthly rent for the. entire lease agreement was USD 1720.00 :per month, totaling to USD 20,640,00 for the entire le.ase period oftte.Months. It is the Defendants

argumegtftfet she cleared the whole amount as agreed in the said lease|agreements.rt^Se Defendant further states that prior to the execution of the sal||ease agreements both parties had numerous business transactionsWwten them.narrated as follows; i. In the tl^ March, 2014, the Defendant advanced USD 500,000.00 as t a purcjase price of the bedroom apartriient (which by then were undbr constructioh.) N: i.9Q3, 2003, 2103 and 2203 located. at Plots Nos: 123/50,148/50 & 125/50 at Bridge and Mansfield Streets and Samora Avenue in Dar es Salaam with an option of buy back at a rental of USD 9,250.00 per month from the date it was advanced to 5 the date of payment of the sarrie. The Defendant added th.at this agreement was affected th.rough. a Memorandum of Understanding dated 21^ March, 2014 whlch was executed by the Plaintiff on one side, and the Defendant's Director named. Mohammedraza Tejani on the other si.de. . ii. The Defendant added that in vafidijs dates, she advancfa yet another loan (cash at hand) to the Plaintiff totaling USD 254,250.00 . w;. risMft. ' iii. That, the Defendant purchased ap,artment Np, 1601 ffom the Pla.intiff .. Wh-:; at a purchase price of USD 22B$00;Q$& In clarjfication, the Derfphdant jaroceedjd that as there were various transactions between them, as of 17th Sdpfember, 20.14 the outstanding dues owed to each other<were as|hereiff;:' i. That, the

gfiMMsyCompany owed the Defendant a total of USD 754,25 \ ii. - That, the Defendant's company owed the Plaintiff's company a total of USD 279,809.00 arising out of fent payment for both lease agreements, which are now subject to this suit, dated 15^ September, 2014 (total rent is USD 54,809.00) ahd purchase price Of Apartment No. 1601 (Purchase price USD 225,000.00) 6. Thereafter Defendant argued that, at.all material times, the Plaintlff ahd Defendant were aware if those tra.nsactions and the outstanding dues. As .bot'h parties were always. aware df the same> ih 18th September, 2014 as they signed the two lease agreements subject to this suit; tfie two. sides. sat together and discussed the best way they couid settle the dues owed td each other and upon discussions/ they deliberately and.agreed that; i. The D.efendarit had to pay the rerit of both lease agreements totaling USD 54,809,00 by way of pay-off (set ofpyftpm the. outstanding dues USD 754,250.00 (as principaysum :excluding rent of USD 9250.00 per Month) owed to the Defendant/*^. .. •••:•• ii. That upon agreeing the payment of the rent by way of set-off, they signed a written .memorandum (accourit staternent) addressing the arrangement. That, affer setting off (p.ay-off) all the transactions, on the 18^ day of September, 2014 the Plaintiff owed the Defendant . USD 600,000:00 as seen in the Written Memorandum (Account '

Statement). Furthermore, the pefend.ant states: that the. executed. lease agreements are explanatory that the lease.period commenced from the l^ December, 2014. ending November, 2015. That, the Defendant further reiterates what hasbeen stated. in paragraph 6 of his witness statemerit. The. Deferidant also states that 7 the inyoices annexed'to the Plaint had never been served upon her and do not match with the actual amount that shpuld have been invoiced had the Defendaht failed to clear the same.. Cohclusively, the Defendant insists that there are no dues owed to the Plaintiff a.s allthe d.ues had been cleared by the Defendant-SjCompany through the arrangement .weir explaihed above. The DefendantJhsists that the Plaintiff has never served demand no.tice to the Defendaht and even the Demand A. •* » .4»“ ■■’■■ Notice from Ardean Law Chambers purported to 6e annexjed with the Plaint is absent, and that the Plajntiff never .communicated to her in regard to the claims raised in the Plaint or at, alk/tod therefdr§z all the allegations offacts contained ih the Plaint are. denied^&fethe Plaintiff is not entitled to the amount claimed, and thabthis suit be dismissed with costs. As theparties completedthe battle of the pleadings, the case underwent mediation process, however, it was fruitless. and conseq.uently, a fuli trial was inevitofiie. Dufihg the flnal pre-tri.al conference, twp Issyes: were framed as reproduced herepnder: - 1. Whether the Defendant:.did pay and settle the claims of the Plaintiff.

2. Tp what reliefs are t.he parties entitled. As this matter was scheduled for hearing, the Piaihtiff was represented by Mr. Gratian Mmari and Hassah; Salum,. learned A.dvocates while the 8 defendant was represented by Mr. Jerome Msemwa. also learned Advocate, and to that effect counsels were directed to file the witness' statements as per Rule 49 (2) of the High Court (Commercial Division) Procedure (Amendment) Rules, 2019. (Hereinafter referred to as "the Rules"). To that effect, the Piaintiff filed one witness staterhent and'p|^ted him for cross examlnation before this court meanwhil^the Etefendant also filed one witness statement and also made sure theattendanWof tfib particular witness as per the requirement. of the law. Whereas, both sides seern tb be rdi^ipg on the statements of their witnesses, and therefofe each side made sure the particular witness attended the court as per Riile 56^1) of lhe Rules, which requires any party who intends to rely on a .wifp.ess;;,stafiment to cause the attendance of its witness. Therefb're, Mr, Kurban Ahmed Khaki testifled as PWi for the Piaintiff. In his sfttement, ij submitted that he is the Managing Director of the Plaintiff since it wWincbrporated, and that his dutles as the Managing Director of the company is to manage the business and all the operations of the company- He added, the Plaintiff is a legal person duly registered and

carrying on real estate biisiness here in Tanzania, PWi subrnitted that the Plairitiff clainis agalnst the Defendant is for the 9 I payment of US$ 60,557 equivalents to Tshs. 140,492,240 being unpaid rentto the Plaintiff resulting from the Defendant's. lease of business premises of the Plaintiff in the Samora Tower Buildihg at Piot No.. .12.3 Block 50 Mansfiled Street in Ilala Municipality in Dar es Salaam. He proceeded that, on the 15th day of September, 2Q.i4r the Plaintiff entered into written agreement with the Defendant w^eby the:.latter;.agreed to lease frpm the former, commercial business premises .to "wit Basement Office Nd. 1, No. 2, No. 3, No, 4 and No. 5 (baserfet blocK) ih Samdra Tower Building Plot No. 123/50, Mansfield.,.Stre§t Samcra Avenue,. Illala Dar es Salaam for an agreed price of .USD,2,84^per 4$onth which equals to USD 34,169 per year. The agreement comrfienced from the l51of Ja.huary of 2015, In additioh to that, PWi 'submitted that the: Plaintiff and the Defenda.nt executed another’ agreement, -vyhere the Defendant agreed to lease from the Plaintiff business premises to wit Mid Mezahine No,l and No. 2 (Mezanine Blocl^iocated at Samora Tower Building, Plot No. 123/50, Mansfield Street Samdra .Avenueplala Dar es Saiaam at an agfeed price of USD. 1,720 per Month which is equivalent to USD. 20,640 per year which was commenced from the l5* of Jahuary 2015. He

furtherly submitted that the Defendant retaihed and used the Basement Block for eleven (11) m.onths from the Ol31 January, '2015 to 30th of 1.0 September, 2015 arid also retained Mezzanihe Block for 17 months from the Ol51 January, 2015 to the 30th of May, 2016 whose renta.l fees had reached US$ 31,317 and US$ 29,240 respectively, and 'that he is aware it was. the. requirement of both agreemen.ts that the Defendant ;should have paid the agreed rehts upon signihg of th.e cohtracts. PWi also testified that, he is aware that after the slgning of the'said contracts, the Defendant requeSted to be allowed to pay the agreed. rents on or before the commencement date. He added, once the Defendant took possession of the premises, the Defendant' ignored to honor his request. He added that, the. Plaintiff had made^attempte^pf reminding and following up the d.ebt but the Defend.ant neglected and-^t he remains adamant to honor .the terms and conditions Wtated in bothfof the agreements, and that the Defendaht's conduct amounts to the.breach of the said agreements. Conclusively, 'PWi testified that at different occasions they attempted to negPtpte with the Defendant. and also. presented the matter tp. their community leadefs for condliation and mediation, but the Defendant was not cooperative and kept saying th.at he got loss in his bus.iness and that he had nothlng to pay. However, PWi denied

all the statements made by the Defendaht ih his written statement of defen.se and that the Plaintiff's business with the Defendant. does not relate the business of the Defendant's Director in 11 his personal/iridividual capacity with the Plaintiff. He added, the reconciiiation the Defendant is. referring to in his statement of d.efense was not done and did not determine the Defendant's liability to the. Plaintiff. Therefore, PWi insisted that. the Plaintiff is entitled to a.ll the reliefs from the Defendant based in the claihis pleaded Inthe plaint, ahd that this Cburt should issue a judgement an.d decree in favour of the Plaintiff as prayed. in the plaint. ' ' When cross exarhined, PWi testified that the two .parties had a landlord. and a tenant relatibnship. And that the contractf|tween them was oniy for ohe year. However, PWi did concede that he knows the DirectOf of the Defendant who is Mohamedraza Tejani, and that-there was no set off between the contraCting parties instead the PiMntiff ciaims the rent to. be paid by the Defendant. 'wi,. Mohamedraza Tejani tested as DWj. and in his testimony he said that he is working fbr gain in Dar es Salaam and employed as a Director of the Defendant's Cogpany. He started off by denying the Piaintiff's entitlements to claims made in^aragraph 3 of the Plaint as alieged or at all, and that there are no facts upon which the orders spught

by the Plaintiff can be granted as prayed or atall. DW.i proceeded that,. on the 15th of September, 2014, the Defendant and the Plaintiff executed a 12 months lease agreement commencing frorn the l51 1.2 of December, 2ol4 to the 3Qth of Novernber, 2015. He added that, the tease was in respectof the premises located at Basement Block Nos. 1, 2, 3, 4 and 5 on Plot No, 123/50, Mahsfield Street, Dar es Salaam for a consideration of total amount of US$ 2847.00 per month. vyhich is equal to US$ 34,169.00 per annum. Mr. Tejanl continued to testify that on thesame.date, theWo.siddsa.lso concluded another agreement, where- the Defendaht agreed to lease from the Plaihtiff business premises to wit Mid Mezanine No.l and No. 2 (Mezanine. Block) located at Sampra Tdwer Building, Plot No/ 123/50, Mansfield Street Samora Aven.ue, Ilala Dar es Salaam afen agregd price of USD. 1,720 per Month which is equivalent to USD. 20/640 per year. He submitted furtferly that'gh^ Defendant cleared the whole amount as agreed in the said lease agree'ments. He added that prior to the execution of the said lease agrdements both, the Plaintiff and Defendant had numerous busihfss transaWohsbetween them namely; ^ih^.r!iW<grrthe- 21511 March, 2014 the Defendaht's advanced US$: 500,000 as purchase price of the bedroom apartment (which by then were under construction). Nos: 1903, 2003, 2103 and 2203 located at Plots

Nos; 123/50, 148/50 & 125/50 at Bridge and Mansfield streets and Samora Avehue Dar es Salaam with an option of Pay 13 backat a rental of LIS$ 9,250.00 per month from the date it was advanced to the date of- payment of the same. He added that this ag.r.eem.ent was effected through a Memorandum of Understanding dated 215* March, 2014 exe.cuted by the Plaintiff on one side ahd the Defendanfs Director named Mohammedraza Tejani on the other side. ii. He added that, the Defendant in various dates, Idvanced yet another loan (cash at hand) to the Plaintiff totaiing US$ 254,250.00 iii, He stressed that the^Defendafit.purchased apartm.eht No, .1601 from the Plaintiff at the purc|ase price of US$ 225,000.00. Mr. Tejani proceeded that, fdlipwing the above transactio.ns. as listed above, as of the 17th of September, 2014 the outstahding. dues owed to each other vyas narrated hereunder' a. The Plaintiff's company oWed the Defendant a total.of US$754,250.00 b. ffe Defendant's Company owed the Plaintiff's Company total of US$279,809,00 arising out from the rent p.ayment for both lease agreemehts, whjch are now subject. to this suit, dated the 15th of September, 2014 (total rent is US$54,809.00) and purchase price of the Apartment No. 160.1 (purchase price US$225,0.00.00) 14 DWi contiiiued to subiiiit that, at all tirnes, the Plaintiff and Defenda.nt were aware of the. transactions and the

outstanding. dues owed to each other and thus, on the 18th of September, 2014 both sides signed both lease agreements subject tp thissuit, they sat together and discussed on how would. be the best way to settle the dues dwed to each other. Therefore, he continued that upon discussipns, both sides deliberated and agreed as fojlows here in; ' 'b^.. a. That, the Defendant had to pay the ren8|pf both lease agreements totaling US$54,809.00. by ,/Way of" pay-off (set off) from the. putstanding dues; of US$7^,25@Jip (Sslprincipal sum excluding rent of US$ 9,250.00 pe^month^^d,;to v®ie Defendant. b. That, upon agreelng the ;paymtent..of the rent by way of set-off, both sides signed afwritten memorandum (accpunt statement) addressing the arrangdment after setting off (pay-off) all the transactions. That, on ttie 18th of September, 2014, the Plaintiff owed the Defendant US$600,W0.00 as seen in the Written Memorandum (Account Statement). DWi submitted even fu.rther that, the executed iease agreements are explanatory that the lease period cpmmenced from idt December, 2014 and ending November, 2015. He furtherly reiterates. what has been stated in 15 paragraph 6 of the Written Statement of Defiance. He also states that the invoices annexed to the Plaint had never been served to her and.do not match with the actyal a'mount. that should have been ihvoiced had the Defendant failed to clear the

debt Also, DWi insists that the Defendant denies all the allegations raised ih paragraph 7 of the plaint. Ih windihg upr Mr. Tejani stressed that there is.no dueSfewed5sfo’the Plaintiff as all the dues had beeri cleared by the Defendant's Company through the..arrahgemeht well explained above, he however insists tfrat the Plalntiff had never served the Defendant Demand;.Notice..cand even' Demand Notice from Ardean l_aw Chambers purported,tp.be annexedt'with the Plainit, which is not true. He also ihsists. that/ghe Plahffl^had neyer comrnunicated. to the Defendant in regard to'The dfims raiset in the Plaint or at ail. To this point, Mr. Tejani insisJsHRat, the Defendant deriies all the: allegations of facts contained ln-i1|e4PIgfrfrafvd^that the Plaintiff is not entitled tb. the amoiint claimed in the Plaintfend that this suit deserves to be dismissed with costs. ’H-iV vVlv? ^lt please^the counsels fbr the parties to make their final Written submissions in this. suit, the court had no objection thus. avaiied the counsels with the opportunity to file the same. In the closing submission, the counsel for the plaintiff told the court that the parties to. this su.it..are. artificial persons registered and operating under the 16 laws of Tanzania. They are legal entities which in relation to Section 15 of the Companies' Act Cap. 212 of 2002, are capabie of suing: and be sued on the.ir

own name, and can ehter into any contractiial obligations. The Counsel referred this cOurt to the case of Mussa Shaibu Msangi vs Sumry High Class Linriited Misc. Commercial Cause No. 20 of 2012 whefe this Court observed that the longstanding principle of cgrporate personality, was in Salomon vs Salomon & Company and is reflected under Section 15(1) and (2) of the Companies' Act, No. 2 of 2002 that a company has a legaf personality separate and distinct from Its shareholders (or Directprs)...." He proceeded that, tfip reasSn cflstarting his submissions with the .A'-, a’i?* explanatidns on the principleW^cprporate legal personality is to assist this court to see it^from the outsefe that actions or transactions of dlrectors or members cf the company in thejr individual capacity shoul.d not be bran.ded as actions of their companies unless Is well established that they had acted for and on behalf ojihecompanies. He stressed that the Plaintiff is a corporate entity dealing with real estate business, That, on the 15th September, 2014, the Plaintiff signed two contracts with the Defendant whereby the latter agreed to lease ffom the former, commercial business premises to wit Basement Office No. 1, No. .2, No. 3r No. 17 4 and No. 5 (baSement block) in Samora Tower Building Plot No. 123/50, Mansfield Street Samora Avenue, Illala Dar es.Sala.am for an agreed price of USD.2,847 per Month

which equals to USD 34?169 per year ahd Mid Mezzanine Nos. 1 8l 2 at a contract sum of US$ 1,720 per month. which equals to US$20,640 per year, He added that, the Plaintiff clairhs against the Defehdant iWfpr payment of USD.60,557 equivalent to TShs. 140,492,240 being unpaidtrent resuiting from the Defendant's use of the above-mentioried|premises.. He proceeded that from the. P.laint and also the StatemOnt of Witness of the Plaintiff, the Plaintlff stated that the Defendant.retairied,.and Tised the Basement Block for eleveh moriths and th.en reteOhed t^fezariihe Block for 17 rtionths whose rental fess had reached^S$3ife^!7 and|29,240 respectiyely» However, most of the shbmissions made by the counsel as his. final submissions to a satisfying extent could be shortehed that he summarized what has been -submitted in the entire proceedings. The emphasis was made on the fact that the Defendant has not paid what.is claimed by the Plaintiff and that.the Piaintiff prays fpr this.court to enter judgement in his favour, Unfortunately, the. counsel for the Defendant had not submitted his final written submission as of the date this judgement was drafted, and thus, I considered what was submltted by his client to be satisfactory submissions to 18 his camp. After a keeh perusal of the battle of the pleadings ffom both sides, arid this being a civil. case, the law places a burden of proof

upon a. person "who desires. a court to give judgment" and such a person who asserts...the existence of facts to prove that those facts exist as: prescribed urider Section 110 (1) and (2) of the Evidence Actz Cap 6[R.E 2019] (herein after "the Act") As it is known, in civil rriatters matters. a fact is said tokbelproved when its existence is established by preponderance of pr^babil^ as it is. stipulated under Section 3 (2)(b) of the Act. This positidh was also thesjStand iri the' Court of Appeal case of Godfrey Sayi v, Anna Siame as Legal Repfdseritative of the late Mary Mndolwa, Civil AppealNo. ±'14^2'612 (unreported) where it was held that: - 'it i$^[milarly cdrnmon knowledge that in civil proceedings, the party with iegai burden aiso bears the. evidentiai burden and the standard in e^^o^is.on'a balance ofprobabiljties. " In determining where the head and the feet of this puzzle lie, I am fortlfied to adopt the agfeed raised issues during thefinal. Pre Trial-Conference which suffices in disposirig of thls suit. As a reminder, the raised issues i. Whether the Defendant did settie the claims df the 19 of pay-off. As I have highlighted above that, the law places the burden of proof upon a person "who desires a. court to give judgment" ahd such a persoh who asserts...the existence of fagts to. prove that those facts exlst as prescribed uridef Section 110 (1) and (2) of the Act.

Ih this case at hand, the Deferidant did prove the existence of his claims buUtendering Exhib.it Dl which revealed the amounts owed by each party and even more, the Piaintiff never objected itsl admissipn into eVidence. which Implies that. she. too accepts the claims ofthe Defendant. ' ' As hinted earlier that both-'Sldes do agree that they entered ihto two .-:W • . . ■ ••■*' lease agfeements, one for the’ BaseriWnfBlbck and the other for the Mezzanine block which were both ejcecute^^p^e same. date. However, the. Defendant claimed that hejdoes not owetpe Plalntiff any monetary claim as the two had sat down and agreed to settled thelr dues through Set off (pay off). It was the burdgn of theiDefeficlant to prove that he does not owe the Plaintiff ahy mone^, and he,djd. To that fact, I a.m convinc.ed that the Defendant's submissions have proved that through their agreement of settling their du.es through pay off, Indeed the Defendant did settle the claims of the Plaintiff. Iri that, the issue raised has been dealt wlth in affi.rmative, and therefore the second issue as .21 raised falls upon the Defendant.for he deserves the cpsts of this su.it, In view of the above a.nalysls, this suit stands to be dismlssed for incompeteht ahd, therefore I proceed to dismiss it, and order that the costs of this suit to be borne by the Plaintiff. It is so Ordered. 22