RAMS HOLDING LTD VS LETSHEGO FAIDIKA BANK LTD COMM CASE NO

IN THE HIGH COURT OF TANZANIA COMMERCIAL DIVISION AT ARUSHA COMMERCIAL CASE NO. 7731 OF 2024 RAMS HOLDINGS LIMITED...................... PLAINTIFF VERSUS LETSHEGO FAIDIKA BANK LIMITED..................... DEFENDANT CONSENT JUDGMENT Date of Last Order: 24/07/2024 Date ofJudgment: 26/07/2024 AGATHO, J.: This judgement emanates from a deed of settlement dully signed by the parties on 23rd July 2024 and filed in this court on 23rd July 2024. The Plaintiff is a company Duly incorporated under the Laws of Tanzania and that the said Company took a loan from the Defendant and in the course of the said undertaking a sharp dispute emerged between the parties herein after one of the plaintiffs company director passed away and some of contract clauses needed court interpretation consequently the plaintiff opted to institute a suit against the defendant claiming against the defendant for the foliovying reliefs: i) A declaration that the defendant is in breach of the loan agreement for failure to clear the outstanding debt as per clause i 8.2.1 of the contract after the demise of the Plaintiffs director. ii) An order compelling the defendant to perform a contractual obligation by clearing the plaintiff with an outstanding amount of TZS 142,864,774.14/= as per clause 8.2.1 of the Loan Agreement as stipulated in their letter dated 21st August, 2023 and remove the name of the plaintiff and its Director from Creditinfo platform. iii) An order of the Court that the interest and penalties accrued in the said loan agreement be waived and removed until finalization of the suit. iv) An order that all the securities be returned to the plaintiff after the demise of the director and after the loan was paid in full by the defendant in accordance with clause 8.2.1 of the loan agreement v) An Order of the court compelling the defendant to pay the condolences to the plaintiff as stipulated under clause 8.2.1 of the loan contract vi) The defendant to pay general damages of this suit and any other reliefs that the court deem just and equitable to grant vii) Cost of the suit be paid by the defendant. On 24th July 2024, when the matter came for necessary order, the parties informed the court that they had reached an amicable settlement, and they have filed a Deed of Settlement. Under the deed of settlement that has been filed in the court the parties are praying that the court be pleased to mark the 2 matter settled and proceed to issue consent judgment under Order XXIII Rule 3 of the Civil Procedure Code [Capp 33 R.E. 2019]. I have gone through the Deed of Settlement filed in court on 2nd June December 2024, and in terms of Order XXIII Rule 3 of the Civil Procedure Code [Capp 33 R.E. 2019] and Rule 2(2) of the High Court (Commercial Division) Procedure Rules, 2012 as amended in 2019 I am satisfied that, the same was mutually consented. In the view of above, the Deed of Settlement is hereby recorded and adopted to form part of consent judgement as prayed by the parties on the following terms and conditions: 1. SETTLEMENT a)That, the plaintiff and the defendant herein agree that the Plaintiff shall pay a total amount of TZS 30,000,000/=. b)That, once the amount mentioned in clause (a) above is paid, it shall constitute a decree of the court which entails that the dispute between the parties herein regarding the loan mentioned in creditinfo Tanzania limited as stipulated at paragraph 13 of the plaint is settled amicably. c)That, the amount mentioned in paragraph (a) above shall be paid in Five installmentsas follows: i. The l"installment shall be paid on or before 15,h July 2024, in which the Plaintiff shall pay TZS. 10,000,000/= ii. The 2ndinstallment shall be paid on or before 15,hAugust 2024, in which the Plaintiff shall Pay TZS.5,000,000/= 3 iii. The 3rd Installment shall be paid on or before 15th September 2024 in which the Plaintiff shall pay TZS 5,000,000/= iv. The 4lhinstallments shall be paid on or before AOctober 2024, in which Plaintiff shall pay TZS 5,000,000/= v. The 5,h and final installments shall be paid on or before 15lhNovember, 2024, in which Plaintiff shall pay TZS 5,000,000/= MODE OF PAYMENT: Payment described in the above installments shall be made through the defendant's bank account with the following details;- Account: LETSHEGO FAIDIKA Account No 22306600098 Bank Name : NMB Branch: BANK HOUSE d)That, in the light of the above, the Plaintiff herein shall pay an amount of TZS 30,000,000 in Heu q/TZS 142,864,774.14 to the Defendant as an amount of full settlement of the outstanding loan. Equally, the Defendant herein agrees to waive TZS 112,864,774.14 from the outstanding loan balance. e)That, immediately after the plaintiff pays the fifth and final installment of the amount specified in Clause 1, the Defendant shall remove the plaintiffs company and her Directors from Credit-info Platform. f) Parties agreed that, upon full and final payment as stipulated under paragraph (a) above, the Bank (Defendant) shall discharge all properties placed as security by the plaintiff and guarantors. 4 g)It is agreed by the parties that, in an event the Plaintiff is ready to pay a lump sum amount, she will be allowed to settle or deposit all amount subject to other conditions agreed herein. h)That the securities executed by the Plaintiff and Defendant and any other guarantor if any being mortgages, chattel and guarantees, shall remain valid and binding to the respective parties until all outstanding amount is cleared and conditions of this deed are fully met. It is hereby declared that this deed of settlement does not alter, change, vary or affect the mortgages and guarantees executed as security for credit facilities advanced to the Plaintiff and will remain in full force and effect until the settlement sum is paid in full. i) That the securities executed by the Plaintiff and Defendant and any other guarantor if any being mortgages, chattel and guarantees, shall be released after the payment of TZS. 30,000,000 million is cleared and conditions of this deed are fully met. j)That, in an event the Plaintiff default in payment of any of the installments as agreed under paragraph 1 (a), (b), and (c) (i, ii, iii, iv & v) above, the whole amount as set in this deed shall fall due and become payable immediately. And it is further agreed that, in case the Defendant fails to discharge all mortgaged securities and removing the Plaintiff & her Director from credit­ info within five working days after full payment of agreed amount, the Plaintiff will have a right to execute this deed of 5 settlement without any further notice to the defendant. 2. COST Both parties will bear the cost of registering this deed of settlement. 3. NO ADMISSION OF LIABILITY Parties herein understands and acknowledge that this deed of settlement constitute a compromise and settlement and that the settlement made and any action taken by the parties in connection with this deed of settlement, shall not be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgement or admission by the Plaintiff of any fault or liability whatsoever to the Defendant or to the third party. 4. RELEASE OF LIABILITY Both Parties herein acknowledge that the terms in this deed of settlement constitute full and final settlement (including all past present and future claims) arising out and or in connection to Commercial Case No. 7731 of 2024 between the parties herein. 5. ORDER BY THE COURT That, parties herein do hereby request this Court to record this Deed of Settlement as full, final and conclusive settlement between them in respect of Commercial Case No. 7731 of 2024 and commercial loan agreement between them dated 14lh May, 2019 as well parties herein undertakes to honor terms thereto to which they are legally bound, and upon recording of this Agreement parties agree that the 6 same shall be made a Decree of the Court in terms of Order XXII Rule 3 of the Civil Procedure Code, Cap 33 R:E 2019. 6. ENTIRE AGREEMENT l .That each party acknowledges that this Deed of Settlement constitutes the entire agreement between the parties with regard to the subject matter and it supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them and/or any of their subsidiaries, affiliates, parent companies, agents or representatives, whether written and/or oral. 2 .This Deed of Settlement constitutes the complete agreement between the parties as to the matters herein dealt with and it replaces all other agreement, if any, in this regard, this agreement cannot be modified or amended, except by consent of both parties via a written document duly executed and authorized by each of the parties herein. 7. SEVERABILITY If any provision of this deed of settlement will be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceable shall not affect the other provisions of this deed of settlement which shall remain in full force and effect. 8. REPRESENTATION That parties herein acknowledge that before signing this deed of settlement they took time to read and got clear interpretation of each 7 and every word contained herein and on the part of Defendant she received independent legal advice from EMMANUEL SOOD and each party have assured to have fully understanding of the nature and legal effect of this deed of settlement. In lieu of the above, and as per Order XXIII Rule 3 of the Civil Procedure Code [Capp 33 R.E. 2019], the present suit is marked settled at the instance of the parties, terms and conditions set out in their deed of settlement executed and filed in this court on 23rd July, 2024. Therefore, the said terms of the deed of settlement are now recorded as judgment and decree of the court It is so ordered. DATED at Dar es salaam this 26th Day of July 2024. .J. AGATHO JUDGE 26/07/2022 8