LAND CASE NO

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (LAND DIVISION) AT DAR SALAAM LAND CASE NO.4155 OF 2024 SALUM SHABANI CHEMBELA (as an administrator OF ESTATE OF THE LATE SHABANI SALUM CHEMBELA).......................... PLAINTIFF VERSUS HTT INFRACO LIMITED........................................................ DEFENDANT JUDGMENT 12/12/2024 & 06/03/2025 GWAE, J Before this Court is a land dispute arising from the alleged breach of terms and conditions set in the lease agreement between the plaintiff and defendant herein as a lessor and lessee respectively. Initially, the late Athumani Shabani Chembela and MIC Tanzania Limited entered into lease agreement for building of communication tower in a fenced compound measuring 15 x 15 meters at Kwa Aziz Ally area within Kinondoni District in 2007. However, in 2011, the defendant, HTT Infraco Limited (Helios) acquired the communication tower/mast (site) from MIC (T) Ltd an anchor tenant. Subsequent to the acquisition of the site, the defendant entered i into license agreements with Vodacom (Tanzania-T) Ltd, Airtel (T) Ltd as well as Tigo (T) Ltd and in 2015 the late Shabani Salum Chambela and the defendant entered into landlord/tenancy relationship in respect of telecommunication tower with terms and conditions contained therein including defendant's full occupancy for the site for the period of thirty (30) years commencing from 1st day of February 2015 but renewable with authorization to sub-let on condition of payment of the rent increase of 5 %. However, in the year 2017, the former lessor passed away and his estate was administered by his son Salum Shabani Chembela who is now the plaintiff and in the year 2021 he signed the lease agreement in the capacity of an administrator of his late father and that lease was just a continuation of the former one with same terms. According to the plaintiff, the defendant recognized and paid 5% for only two subtenants out of five and hide information about other existing subtenants and withholding tax. Hence, the plaintiff's institution of this suit in which the plaintiff claims for the following orders:- 1. An order that the defendant had breached the contract of lease agreement 2. An order that the defendant must vacate the premises for material breach of contracts prescribed and in accordance with clause 9 of HTT Infraco Limited Site Lease Agreement 2 3. Payment of Tshs. 350,000,000/=being unpaid rents of 5 % from the subtenants (second to fifth subtenant) and other tenants which are not part to this case 4. An order for the defendant to pay the plaintiff Tanzania Shillings one eighty Million (shs. 180,000,000/=) being general damages 5. An order that the plaintiff should pay the plaintiff interest on the aforesaid amount (3) and (4) at the rate of 22 5 per month from the date when each claim accrued until the date of judgment or sooner payment 6. An order that the defendant should pay interest on the decretal amount at the rate of 22 % per annum until payment in full 7. An order for general damages as may be assessed by the Court 8. Costs of the suit be provided for 9. Any other relief that the Court may deem fit and fair to grant After service of the summons together with the plaintiffs copy of plaint, the defendant filed her written statement of defence disputing to have breached the Lease Agreement and stated that, since 2015 to date he has sub-leased the tower to two subtenants namely; Viettel Tanzania Limited (Halotel) and Tanzania Telecommunications Corporation "TTCL". She further stated that, prior to 2015 there were three subtenants to wit, Vodacom (T) Limited, Mic (T) Limited and Airtel (T), which, according to her, are not subject to 5% rent increase as opposed to the plaintiff's assertion that, their rent increase be included. 3 The defendant further averred that, she has been paying rental increase of 5 % as agreed for the post subtenants aforementioned and that, she had been paying withholding tax and stamp duty to the relevant authorities as the law requires since 2015 to date. Finally, the defendant sought an order entirely dismissing the plaintiff's lawsuit on the ground that, it is baseless. After the mediation of the parties' dispute had failed, the Final Pre­ trial settlement and scheduling conference was held pursuant to Order VIIID Rule 40 of the Civil Procedure Code, Cap 33, Revised Edition, 2019 (CPC) and the following issues were framed;- 1. Whether the plaintiff's claims are time barred 2. Whether there is any breach of lease agreement dated 2015 and its successor executed in 2021 on the part of the defendant 3. Whether or not the defendant had sub-leased, on land described as 'Kwa Aziz Ally Site Number Dar 135, more than two tenants since 2015 to date, subject to an rent increase of 5 % 4. If the issue No. 1 is answered in affirmative, when each sub­ tenant entered into sub-lease agreement with the defendant 5. What reliefs are the parties entitled During trial of the case, both plaintiff and defendant enjoyed legal services of Mr. Allan Emily Kabitina and Ms. Caster Lufungilo, both learned advocates respectively. 4 Establishing his case, the plaintiff was able to bring two witnesses. These are; the plaintiff, Salum Shabani Chembela (PW1) and Imani Abdul Nyamangalo (PW2). Principally, the plaintiff's evidence is to the effect that, the defendant breached the Lease Agreement by not disclosing (non­ disclosure) of sub-lease and amount payable by each sub-tenant out of five sub-tenants in the tower as admitted by the defendants through her reply letters and meeting held between the parties. PW1 and PW2 testified that, clauses of the parties' Lease Agreement that were breached were 3, 5, 6 and 11. It is also the evidence by both witnesses that, the defendant was not paying the rent increase of 5 % out of rental sum payable by subtenants to the defendant since the year 2015 to 2022 when the plaintiff wrote a demand letter to the defendant. PW1 and PW2 further cemented that, there was no evidence as to pre-existence of sub-tenants in the first Lease Agreement. Therefore, according to them, it was wrong for the defendant to pay rental increase for only two sub-tenants instead of five sub-tenants. Equally, the plaintiff's witnesses testified that, the defendant was not paying withholding taxes as she was not remitting the TRA receipts to substantiate the payments, if truly, he was paying the same. To corroborate the plaintiff's oral evidence, the following exhibits were tendered. Letters of administration of estate of the late Shabani 5 Salum Chembela issued on 11th day of February 2021 (PEI), Parties' Lease Agreement dated 4th May 2021 (PE2) and demand letter dated 18th April 2022 addressed to the defendant (PE3). Other exhibits tendered are;- plaintiff's reminder letters dated 18th day of April 2023 addressed to the defendant (PE4) and other letters also addressed to the defendant of 21st day of 1st March 2022 and letter of 13th February 2022 whose author is DW1 (PE5). After closure of the plaintiff's case, the defendant was availed an opportunity to enter her defence and she paraded one (1) witness on her behalf, to wit, Geofrey Charles Biasheko, defendant's estate coordinator (DW1) who admittedly testified that, the plaintiff had a lease agreement with TIGO and MIC in 2007 in the site No. BAR 135. DWI also gave his evidence by stating that in 2011 there was a sale agreement between the defendant and TIGO but such agreement did not take immediate effect to wait for completeness of transfer of documents. DWI went on giving his testimony to the effect that in 2015, the plaintiff and defendant entered into lease agreement as landlord and tenant respectively. He also stated, that the plaintiff was paid his entitlements after issuance of the demand notice for two tenants (TTCL and Halotel) whom she sublet from June 2015 to January 2023 making a total of USD.7,550 excluding three sub-tenants (Vodacom, Airtel and Tigo- 6 pre-existing tenants) prior to 2015. Furthermore, DW1 testified that, they duly notified the plaintiff of the increase of two subtenants despite the fact that, they did not produce any document to substantiate such fact. He equally told the court that, the plaintiff's claim on allegedly unpaid withholding taxes is baseless since they had paid the same as per the lease agreement and that, if as complained, the plaintiff would be able to prove and above all there was no demand notice to that effect. Supporting his testimony, DW1 produced the following exhibits, lease agreement between the plaintiff and an anchor tenant (MIC and TIGO) of 2007 (DEI), One Deed of sale, two formal of site licenses of VODA (T) Limited of 31st July 2012 and Airtel (T) Limited dated 1st January 2012 (DE2), Lease Agreement of 2015 and that of 2021 (DE3) and defendant's reply letter dated 1st March 2022 received on 3rd March 2022 (DE4). After close of the parties' evidence for and against the case at hand, the advocates representing the parties sought and obtained leave to file their final their submission. I shall consider their respective submissions in the course of determining the issues. At this juncture, I would thank the parties' learned advocates for their fruitful guidance toward making of 7 this judgment. Now to the court's determination of the framed issues herein. Starting with the first issue on whether the plaintiff's claims are time barred or not Since in law, disputants are required to institute their claims to courts within period prescribed by the specific law or law of general of application regarding limitation of time (Law of Limitation Act, Cap 89, Revised Edition, 2029). I am therefore obliged to determine on whether the plaintiff's claims are out hopelessly out of time or within time. The reliefs sought by the plaintiff are in paragraphs 14,15 and Plaintiff is found seeking payment Tshs. 350,000,000 which includes payment of rents and rent increase after six (6) years allegedly unpaid from the subtenants including second to fifth subtenant and other sub-tenants which are not parties of this case, as well as withholding tax at the rate of 10% and stamp duty since 2015 to 2024. The plaintiff instituted this lawsuit in this court on 29th February 2024 and not on 12th April 2024 wrongly submitted by the defendant's advocate whereas his claims against the defendant are of 2015 to 2024 denoting that, from the date the lease agreement (DE3) was executed for the first time (1st February 2015 to when this suit was filed (29th February 2024), there is a lapse of about nine years. 8 In this issue, the plaintiff's advocate has abstained arguing on limitation of time of the plaintiff's claims whereas the defendant's counsel has submitted that, some of claims of the plaintiff are time barred in terms of Item 13 of the schedule read together with section 3 (1) of the Law of Limitation Act, Cap 89, Revised Edition, 2019 (hereinafter referred to as LLA). Examining the evidence adduced by the parties and nature of the plaintiff's claim, which is the payment of rental arrears and the position of law envisaged under item 3 of the schedule to the LLA, the plaintiff ought to have filed his suit within six (6) years' period as envisaged under Item 13 of the schedule to the LLA (supra). Hence, in my considered view and as correctly submitted by the defendant's counsel that, this court has no jurisdiction to entertain the plaintiff's claim brought after 1st February 2021 in that regard the plaintiff's claims of payment of rent increase at the rate of 5 % of the rent from 2015 to 1st February 2021 are hopelessly time barred and the same are dismissed accordingly under section 3 (1) of the LLA. The position of law stressed in the case of Stephen Masato Wasira vs. Joseph Sinde Warioba and the Attorney General (1999) TLR 334 where the Court of Appeal held 9 Having held that the application before it was time barred the High Court had under s.3 (1) of the law of limitation Act of 1971 only power to dismiss and not struck out". The Court of Appeal further held that; The law of this country like laws of other civilized nations recognizes that, like life, litigation has to come to an end. Those who believe that litigation may continue as long as legal ingenuity has not been exhausted are clearly wrong". Similarly, in the case of Tanzania Fish Processors Limited vs. Christopher Luhangula, Civil Application No. 161 of 1994 (unreported), the Court of Appeal of Tanzania sitting at Mwanza stressed the need of enhancing social justice at large stated among other things that: "Limitation is material point in the speedy of administration ofjustice. Limitation is therefore to ensure that a party does not come to court and when he chooses..." Being guided by the provision of the law and judicial precedents, I am compelled to have the plaintiff's claims on rent increase from 2015 to 1st February 2021 dismissed even prior to the court's assessment on whether they are proved or not as I hereby do as opposed to the plaintiffs claims, if any, accruing from 2021 to date. The first issue is thus answered io partly in affirmative. As to the second issue on whether there is any breach of the lease agreement dated 1st February 2015 and that of2021 on the part of the defendant. A breach of lease agreement is a violation of any of the agreed terms and conditions of the binding contract between the landlord and tenant. The breach may occurs when landlord or tenant breaks one of the conditions set out in the lease document. The breach could be anything from a late payment or failure to rents, failure to give notice of termination and so on and so forth. According to the parties' pleadings and the evidence adduced during trial, the first issue can be spilt in two forms, one whether the defendant defaulted to issue prior notice before she sublet the site to the subtenants as per clause 3 of the lease Agreement and closure of amount of site rent payable by new subtenants. Two, whether the defendant defaulted payments in respect of three sub-tenants (Voda, Tigo and Airtel) and three, whether the defendant did not no pay withholding tax as stipulated in Clause 5 of the contract. As I have done away with the issue of limitation of time in respect of the plaintiff's claims on rental increase and withholding tax payable from 2015 to 2021 by dismissing them as herein above. I should not thus ii ascertain and determine the breach on that period. I should now examine carefully the parties' evidence to see whether the defendant was contractually mandated to issue the prior notice to the plaintiff before subletting and whether the defendant was obliged to notify the plaintiff of amount of rent payable by the sub-tenants. Before, I start determining the first issue and its sub-issues, it is pertinent to have clause 3 and 5 of the lease agreement (PE3) reproduced herein under:- "3. Helios shall be entitled, upon prior notice to the landlord, to allow any entity, company, or supplier of telecommunication services to share occupy or lease space on the towers and allow them to install their own equipment on the tower with 5 % rent increase to the landlord for any new sub-tenant (collocate), if Helios uses more ground space, Landlord may request an increase in rent, which is to mutually agreed between parties. "5. Helio will pay a monthly rental of One Thousand United States of American Dolla (1,000 USD) which shall be inclusive of 10 % (or any other percent as prescribed by law) as withholding tax and 1 % stamp registration fees. The rental amount will be paid annually in advance by cheque or by electronic transfer into the following ban account Name SALUM SHABANI CHEMBELA................... " The plaintiff's assertion in regard to sub-lease to other legal entities is that, the defendant did not notify him not only about a number of sub­ tenants in the telecommunication tower but also rental amount paid by 12 the each sub-tenant. In my opinion view, the defendant has a contractual right to sublet the tower to any entity under clause 3 of the agreement but such right is exercisable upon giving notice to the plaintiff. Therefore, as per by the lease agreement, it was not intended of the plaintiff to issue a demand notice or write a letter requesting the defendant to furnish information as to any new sub-tenant and payment of rent increase arrears as the case here via exhibits P3 and P4, which are plaintiff's demand letter of 13th February 2022 and another letter of 18th April 2023 respectively. The defendant's contention through her sole witness, DW1 that, she notified the plaintiff of new tenants is not backed by any piece of tangible evidence except mere assertion. DWI when cross-examined by the plaintiff's advocate stated and I quote:- "144? duly notified the piaintiff/iandiord of new sub­ tenants. Notice to the Landlord for increase of tenants or otherwise was issued though I have not tendered notices to the plaintiff when we acquired new tenants such as TTCL and Halotel." Considering nature and quality of the evidence in the above excerpt and exhibits tendered (PE3, PE4, PE5 and DE4) it is clear that, there were no clear communications of a new subtenants between the parties as 13 required under Clause 3 of the Agreement. As the agreement between the parties was made in writing, equally, the prior notice as to the new subtenant (s) ought to have been made in writing, if at all, it was the case as alleged by the defendant's side. The form of this issue here casts the burden of prove to the defendant unlike the plaintiff who has sufficiently adduced that, he was not notified of new sub-tenants by the defendant. It is trite law that, the one who alleges existence of certain fact, he or she is the one who bears the burden to prove such existence as envisaged under section 100 and 101 of the Tanzania Evidence Act, Cap 6, Revised Edition, 2019 (TEA). However such burden may shift to adverse party. I subscribe to Crescent Impex (T) Limited vs. Mtibwa Sugar Estates Limited (Civil Appeal No.455 of 2020) [2023] TZCA 17501 (16 August 2023), 16 August 2023 at page 9 and 10 "It is trite law that he who alleges has a burden ofproof as per section 110 of the Evidence Act, Cap. 6 [R. E. 2022]. However, in the course of submission, we have noted that the appellant who was the main complainant at the trial court tried to shift this burden to the respondent, the defendant at the trial court. We are aware that the distinction between burden of proof and onus ofproof as a matter of taw and pleading as a matter of adducing evidence is essential. Though the form of issue may cast the burden on the defendant, however, the form cannot affect the burden of proof on the 14 pleadings which is on the plaintiff. The Court of Appeal went on holding that; "It is also elementary that the standard of proof, in civil cases, is on a balance of probabilities which means that the court will sustain such evidence which is more credible than the other on a particular fact to be proved. Likewise, it is the law that the burden of proof never shifts to the adverse party until the party on whom the onus lies discharges his/her burden to prove and the said burden is not discharged or diluted on account of the weakness of the opposite party's case." (Emphasis supplied) Considering the nature of the plaintiff's evidence (documentary evidence-PE3, PE4, PE5 and DE4) as well oral evidence adduced by PW1 and PW2 and that, the plaintiff did not discharge his obligation of issuing notice to the plaintiff prior to sub-letting is more credible than that of the defence. I have also considered that the defendant effected payment of rental arrears regarding two subtenants after the plaintiff's follow ups and issuance of demand notice as depicted in the DE4 and the testimony of DW1 what stated that and for clarity I reproduce part of it "We also replied to his demand notice and paid all what he was entitled to as per his claims via demand notice. There is a reply letter together with proof of payments of the plaintiff's claims." 15 Having analyzed parties' evidence as herein, I am satisfied that, the defendant was in breach of lease agreement not only for her failure to notify the plaintiff of a new sub-tenant prior to an execution of the sub­ lease agreement but also failure to timely pay the rent increase at the rate of 5 % emanating from new sub-lease. However, I am not in agreement with the defendant owes a duty to disclose the rental amount payable by subtenants since what was payable by the defendant after she had sublet the site to a new tenant is an increase 5 % of the rent paid annually. Therefore, an increase of 5 % per new subtenant is out of the mutually agreed rent payable annually and not as per rental amount paid by a new subtenant. In the second sub-issue, regarding the alleged breach ofpayment for three subtenants namely; Voda, Tigo and Airtel, In this regard, from outset I am of the view that, I would not like to be truncated by it as the same is going to be more elaborative in the court's determination of the third issue. Suffices at this juncture to hold that, the alleged payments of rent increase in respect of the said three sub-tenants is unwarranted by the Lease Agreement, 2021 (PE2). Regarding sub-issue 3, it is the evidence by the plaintiff that, the defendant breached terms and conditions provided under clause 5 of the agreement as she has not been paying the withholding taxes since he did 16 not remit any TRA receipt to substantiate payments in that regard and for avoidance of legal actions being taken against him by Government Authority (TRA). On the other hand, the defendant refutably testified that, she complied with the requirement under clause 5 of the lease agreement as opposed to the plaintiff's evidence. Examining the evidence of both sides, I am persuaded that, if truly, the defendant paid the withholding taxes plus stamp as stipulated in the lease agreement, she must have paid the same after issuance of demand letters (PE3 and PE4). In the case of Geita Gold Mining Ltd and another vs. Ignas Athanas (2019) TLR 318, the Court of Appeal of Tanzania held;- "Where the Appellants claim that all previous owners of the land the Respondent inclusive, were legally compensated for unexhausted improvement, then the burden of proving the allegations that, the previous owners were compensated lies on the Appellants. This is the position as per section 110 (1) (2) and section 112 of Evidence Act [Cap 6, Revised Edition, 2002)." Fortified by the above decision, which is binding to this court, I am of the considered view that, that, had the defendant made payments after or before the said demand letters, she could be able to tender withholding 17 tax receipts as the final pre-trial conference was conducted in 2024, November. Moreover, exhibit P5 and D4 clearly demonstrate that, the defendant as of 1st day of March 2022 defaulted payment in respect of withholding taxes and stamp duty. If at all, the defendant was regularly paying withholding taxes and stamp duty as provided under clause 5 of the lease agreement, she could not request for being availed with the plaintiff's TIN number in order to give the plaintiff necessary receipts. For clarity, Paragraph 3 of the defendant's letter (DE4) is reproduced herein under:- "3. Mwisho. HTT inaomba kupatiwa namba ya mlipa Kodi (TIN) itolewayo na Mamalaka ya Mapato Mapato Tanzania ili kuweza kukupatia hati ya asilimia kumi (10%) yaliyokatwa kwenye kodi ya pango kama ilivyoainishwa kwenye kipengele cha tano cha Mkataba" In view of the above extract of para. 3 of the letter addressed to the plaintiff (DE4) and evidence adduced by the plaintiff, I find that, the defendant had failed to produce any receipt to establish that, he truly paid for withholding taxes and stamp duty at the rate of 10% and 1% respectively. I subscribe to a persuasive decision of the High Court of Uganda in Vincent Karuhanga T/A Friends Polyclinic vs. National Insurance Corporation and Uganda Revenue Authority [2008] HCB 151 which held; 18 In law, a fact is said to be proved when Court is satisfied with its truth. The evidence by which that result is produced is called the proof. The general rule is that the burden of proof ties on the party who asserts the affirmative of the issue or question in dispute. When that party adduces evidence sufficient to raise a presumption that what he or she asserts is true he or she is said to shift the burden of proof that his or her allegation is presumed to be true unless the opponent adduces evidence to rebut the presumption. The standard ofproof is on a balance ofprobabilities." Looking at the parties' evidence in its totality, I am satisfied that, the defendant has also breached lease agreement in terms of payment of withholding tax and stamp duty. Back to the third issue on, whether or not the defendant had sub­ leased on land described as 'Kwa Aziz Ally Site Number Dar 135, more than two tenants since 2015 to date. The parties have been seriously giving a controversial evidence on whether the defendant sublet the tower to more than two subtenants and whether the she is liable to pay rent increase for five subtenants (Tigo, Airtel, Voda, Halotel and TTCL or for only two subtenants (Halotel and TTCL). It is also the contention by the defendants through her pleadings, documentary evidence through form site license (DE2) and his reply letter 19 date 1st March 2022 (DE4) as well as oral evidence adduced by DWI that the defendant was not responsible for payment of rent increase for the pre-existing sub-tenants that is, the entities whom she sublet to the communication tower prior to the execution of the Lease Agreement in 2015. Perhaps it is apposite to refer to the applicable clause, which is Clause 3 of the lease agreement (PE2 & DE3), which is reproduced herein above when determining the second issue. According to exhibit P5 and D4 as well as two forms of site licences relating to sublease to Voda and Airtel (DE2 both of 2012) and bill of sale (DE3 2011), there were five subtenants since May 2018 but as earlier determined in the first issue, I must start determining the plaintiff's claims of 1st February 2021 when the parties executed the lease agreement to date since the claims prior to 2021 are time barred as earlier alluded. Thus, the central issue, is whether rent increase of 5% would include three companies sublet by the defendant prior to 2015. Diligently, examining the wording of Clause especially the words "...... own equipment on the tower with 5 % rent increase to the landlord for any new sub-tenant (collocate)", I find that, the words used in the clause 3 unambiguously denote that, the defendants after notice to the 20 plaintiff may sublet a new subtenant on condition that she will be paying rent increase at rate of 5 %. Therefore, the above words do not cover pre-existing subtenants that is prior making of lease agreement on 1st February 2015. Perhaps I should borrow the judicial jurisprudence in Nakana Trading Co Ltd vs. Coffee Marketing Board (1990-1994) 1 EA 448 where the plaintiff sued for breach of contract and the defendant counter-claimed for general damages for breach of the contract and loss, it was held that; '4 breach occurs in contract when one or both parties fail to fulfil the obligations imposed by the terms. Since the contract was in writing the Court's duty was to look at it and determine whether it applies to the facts. No evidence can be adduced to vary terms of a contract if the language is plain and unambiguous. Provided that the particulars of vehicles to be used were to be provided in a schedule to the agreement and were to be varied only with mutual consent, the vehicles were to be inspected by the defendant. Since these were not done, the plaintiffbreached the contract", (emphasis supplied) Guided by the above principle, I am of the view that, the defendant has discharged his contractual duty for paying rent increase for new two subtenants that existed after making of lease agreement of 2015 unless 21 the plaintiff more credible evidence like existence of mutual agreement to that effect, which is not the case here. In the absence of the evidence to the contrary, the words "new tenants" definitely exclude the subtenants that were in existence prior to 2015. It therefore follows that, a breach of lease agreement must be within the domain of the lease itself and not out of one's expectations or anticipation or personal wishes. It is the terms and conditions imposed by lease agreement itself, hence, if the rent increase at the rate 5 % would cover subtenants that existed before execution of Lease Agreement of 2015 whose renewal was duly signed by the parties in 2021, the same would provide for that effect. Presently, the plaintiff has not proven that, the subtenants who were in telecommunications site before 2015 were to be included in the payment of 5 % as the rent increase per each subtenant in favour of the plaintiff. Similarly, the plaintiff has given any scintilla of evidence establishing existence of other subtenants other than Halotel (T) Limited and TTCL (T) Limited. Therefore the third is determined not in favour of the plaintiff Coming to the fourth issue, the determination of this issue has 22 undergone natural death since the court's determination of the third issue herein is not in affirmative. Coming to the last and not least issue on reliefs that, the parties are entitled, as rightly found in the first issue, the defendant is found to have breached the lease agreement for not only his failure to issue prior notice but also paying the rent increase for the two subtenants timely, which entitles the plaintiff to general damages at the tune of Tshs. 150, 000,000/=. The plaintiff is also entitled to pay withholding taxes and stamp duty as required and if she paid as per her contention, she should remit the necessary receipts to that effect. I am however diffident in awarding the relief of vacant possession by the defendant in favour of the plaintiff as none of them has exhibited or demonstrated that the parties have reached the extent of justifying the Court to issue such order. In my view, it is appropriate that the parties should review their lease agreement so that its terms and conditions may be plain and understandable by both parties. In the final analysis, I therefore find the plaintiff's suit partly succeeds and partly dismissed and make the following orders: 1. The defendant has breached some of terms and condition stipulated in lease agreement namely, failure to give notice, 23 failure to timely pay the rent increase for the new subtenants as well as failure to pay or exhibit payments for withholding taxes stamp duty registration fees 2. The plaintiff is entitled to payment of general damages of one hundred and thirty million shilling (Say Tshs. 130, 000, 000/=). 3. The defendant is ordered to promptly pay withholding taxes and stamp duty registration fees as per Clause 5 of the lease agreement if she paid the same, the fact which remains unproven, she directed to remit the necessary receipts of the same immediately to the plaintiff. 4. Acts of the defendant are found not warranting the Court to order her to give vacant possession save that, the parties advised to revisit their terms and conditions of the lease agreement so that the parties may have common understandings and avoid future and unnecessary disputes 5. Costs of the suit shall be borne by the defendants 6. The defendant shall pay interest at the court rate of 7 % on decretal amount in (2) from the date of judgment to the date of full payment It is ordered DATED at DAR ES SALAAM this 06th March 2025_ , Wk?GWAE JUDGE 24 Court: Judgment delivered in chambers in the presence of the plaintiff and Ms. Caster Lufungilo, learned advocate for the defendant 25