COMMERCIAL CASE NO

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA (COMMERCIAL DIVISION) AT DAR ES SALAAM COMMERCIAL CASE NO. 12171 OF 2024 BETWEEN YELLOW CARD TANZANIA LIMITED ...........................PLAINTIFF VERSUS NYAMWERO MICHAEL NYAMWERO ……………….....DEFENDANT JUDGMENT Date of last order: 29/11/2024 Date of judgment: 13/12/2024 A. MAMBI, J. The brief facts of this case as derived from the plaint and other related documents are that sometimes in 2020 the plaintiff employed the defendant as a country director of her company on terms, they both agreed. It is on the records that the Plaintiff claims against the Defendant is for payment of United States Page 1 of 31 Dollas one Million one hundred ninety three thousand and nine (USD 1,193,009.00) being outstanding payment arising from breach of contract, payment of 13% commercial interest on the outstanding debt from the date of default to the date of judgment, payment of 7% Court interest on the decretal sum from the date of judgment to the date of complete payment of general damages and costs of the suit. It is also alleged under the plaint that upon admitting to have misappropriated the plaintiff’s funds that is USD 2,066,734.00 the Plaintiff and the Defendant executed a deed of settlement for payment of the balance that is US Dollars one million one hundred ninety-three thousand nine (USD 1, 193,009.00) in four equal instalments of USD 298,252.00. It is also on the records that the Defendant refunded a sum of USD 873,725.00 out USD 1,193,009.00. Having realized that the defendant defaulted to repay the outstanding amount of money as agreed in their deed of settlement, the Plaintiff on the 7th May 2024, instituted a suit against the Defendant claiming for among other things: Page 2 of 31 (a) An order for the payment by the Defendant to the Plaintiff of one million one hundred ninety-three thousand and nine United States Dollars (USD 1,193,009.00), being the balance sum due pursuant to the terms of the deed of settlement. (b) Payment of 13% commercial interest on the outstanding debt from the date of default to the date of judgment. (c) Payment of 7% Court interest on the decretal sum from the date of judgment until payment in full. (d) Payment of general damages, and. (e) Costs of the suit. During hearing, both parties enjoyed the legal services from their learned Counsels. While the plaintiff was represented by Mr. Kamanga Wilbert Kapinga, learned counsel, the defendant enjoyed the service of the Learned Mr. Heri Louis Kayiga learned counsel. Page 3 of 31 Earlier, before commencement of hearing, the parties and the Court framed and agreed on the following issues for determination; 1) Whether there was a valid agreement between the plaintiff and the defendant. 2) If the first issue is answered in the affirmative, whether the defendant breached it. 3) If the second issue is confirmed, whether the plaintiff is entitled to USD 1,193,009.00 under the agreement. 4) To what reliefs are parties entitled to. During trial both parties called one witness to testify and prove the case. For easy reference I will summarize the testimony of the witnesses from both parties. The plaintiff YELLOW CARD TANZANIA LIMITED had one witness namely is Ms. SHARON TUM (referred as PW1) who resides at Kitengela; Kajiado in Kenya. PW1 in her testimony testified that she has been an employee of the Plaintiff as the Regional Operations Manager; East Africa for the last 3 years and 2 months. She testified that a part of Page 4 of 31 her duties includes; developing goals and operational strategies for the region, prioritizing Country Manager tasks, supporting Country Managers in completing operational tasks, nurturing to Country Managers through mentoring, training, competency development, to monitor and supervise the delivery of all projects and support services in the region, and to manage the Company's business case within the region. She further stated that the Plaintiff operates a business in Tanzania dealing with Digital Assets Exchange. PW1 testified that she knew the Defendant as a shareholder, director and country manager of the Plaintiff during the course of her employment with the Plaintiff, and as a Regional Operations Manager; East Africa, the Defendant had been reporting to her. PW1 further testified that while working with the Plaintiff, the defendant performed various roles. PW1 stated that the defendant performed the role of managing partner relationship including banks and payment providers in Tanzania. PW1 further testified that the defendant had the role of establishing and Page 5 of 31 protecting the Company's ability to operate through company registration, office management, representing the company externally. In her testimony, PW1 informed the Court that the defendant also had the duty of supervising the growth of the business by recruiting and managing relationships with larger customers and the financial management of petty cash, banks and tax compliance. PW1 further testified that in performing his obligations, the defendant being a Country Manager had access to operate bank accounts, manage partner relations, access customer administration and access to investor monies in the bank. PW1 stated that being able to access bank accounts, the defendant was able to use this opportunity to temper with his employer’s money. In substantiating her testimony, she referred to the following exhibits: Exhibit “YCT-1” which is A copy of the Board Resolution of the Plaintiff to institute proceedings against the Defendant. Page 6 of 31 Exhibit “YCT-2” deed of settlement executed between the plaintiff and the defendant. Exhibit “YCT-3” which is a copy of the demand notice served to the Defendant, Exhibit “YCT-4" which is a copy of the demand notice served to the Defendant. PW1 in her testimony also referred Exhibit "YCT-5” which is a copy of email correspondence from the Plaintiff's officer to the Defendant, Exhibit "YCT-6” which is a copy of extract of the IMF's article; downloaded from IMF's website https://www.imf.org and Exhibit "YCT- 7” which are Defendant's resignation letter, share transfer agreement and stock transfer form collectively. On the other hand, the defence side had one witness namely Nyamwero Michael Nyamwero who will be referred as DW1. DW1 on his witness statement testified that he was employed by the plaintiff but currently he is no longer an employee of the Plaintiff. He further stated that the plaintiff’s company has been dealing with trading on virtual currencies in form of cryptocurrency which Page 7 of 31 was banned by the Bank of Tanzania in 2019. He also stated that even the money he paid and the amount due was converted from cryptocurrency business. In his testimony, the defendant disputes the amount claimed by the plaintiff and he states that the total withdraw from Yellow Card Tanzania Ltd was USD 1,995,679.43. He stated that, the total withdrawAL from binance to Yellow Card Tanzania Ltd app was 2,483,437 USD whereby a portion of this amount was under spot trading. DW1 testified that his mathematical calculations indicate that the total deposit of 2,483,437 USD minus 1,995,679.43 USD is equal to 487,757 USD (24.5% profit of 1,995,679.43 USD). He testified that 40% of 2,483,437 USD was lost due to cryptocurrencies market crash as shown in the graph remaining with 1,490,062 USD, (approximately TZS 1,554,073,000/=,). DW1 further testified that the plaintiff directed the defendant to send that amount of money to Flutter Technology Ltd’s UBA Bank A/C No 56010030009204 from Yellow Card Tanzania Limited’s accounts NCBA Bank TZS A/C No 153336100014 and KCB Bank A/C No 3390698957. He stated that the amount of 798,062.2 USD was Page 8 of 31 sent to the plaintiff on march 23rd 2022 at Clyde and Co from Binance. DW1 further stated that if the 798,062.2 USD which he sent to the plaintiff was still under cryptocurrency business that could raise up to 1,600,000 USD. DW1 testified that having realized that the plaintiff had suffered substantial losses, she is now attempting to recoup those losses from the DW1 by preparing the impugned deed of settlement. In his testimony DW1 referred to the following exhibits: NMN-1 (copies of relevant business license, Certificate of incorporation and memorandum and articles of association). DW1 in his testimony also referred NMN-2 (a copy of relevant public notice issued by the Bank of Tanzania), NMN-3 (copies of power of attorney, statement of deposit history from plaintiff to Binance, statement of withdrawal history from Binance to the plaintiff’s trading customers and various WhatsApp screenshots). DW1 also made reference to NMN-4 (WhatsApp screenshots which shows withdrawal requests successful), NMN-5 (copies of tickets, passport with stamps of departures, entry visas and a note Page 9 of 31 renouncing the said deed of settlement) and NMN-6 (copy of employment agreement). Having filed their witness statement both parties made a brief written submission. Addressing the agreed issues, the plaintiff counsel made his submission by referring different laws and case laws. He submitted that as per the provisions of section 10 of the Law of contract Act CAP 433 [RE 2019] the agreement was valid as it contains all the ingredients of a valid agreement. He averred that the defendant breached the terms and conditions under the contract. The learned Counsel referred decision of the Court of Appeal Simon Kichele Chacha vs Aveline M. Kilawe (Civil Appeal No. 160 of 2018) [2021] TZCA 43 (26 February 2021) (Tanzlii). With regard to the issue of illegality of the subject matter as claimed by the defendant, the plaintiff counsel stated that though cryptocurrency is not regulated in Tanzania but there is no policy that restrict the use of cryptocracy in Tanzania. On the other hand, the defendant through his learned Counsel in addressing the issue as to whether there was a valid Page 10 of 31 agreement between the plaintiff and the defendant, resubmitted that the plaintiff knew or ought to have known that agreements are void if considerations and objects are unlawful. He was of the view that, since the Deed of Settlement is not the agreement independent of its underlined cause of action, the same is void for its objects and considerations are unlawful since they are forbidden by law. He referred section 23 and 24 of the Law of Contract Act CAP. 345 [R.E. 2019]. The learned counsel averred that the evidence on record clearly shows that the impugned Deed of Settlement (“Exhibit P2”) was executed by the plaintiff and the defendant on 24th March 2022 to enable the Plaintiff to recover the alleged outstanding payment from the Defendant. The defendant counsel argued that the alleged losses arose from proceeds of Plaintiff’s banned cryptocurrencies business in Tanzania allegedly due to Defendant’s fraudulently activities during a tenure of Defendant’s employment with the Plaintiff. The counsel was of the view that, the alleged outstanding payment from the Defendant are properties tainted with illegalities as they were obtained from illegal transactions. He argued that the Plaintiff was aware that it is unlawful to operate electronic payment systems in Tanzania without a valid licence from the Bank of Tanzania. He referred section 5 of the National Payment Systems Act No. 4 of 2015. The learned Counsel also referred the Public Notice (“Exhibit D2”) on cryptocurrency issued by the Bank of Tanzania. The defendant Page 11 of 31 counsel also refered the decision of the court in R.F. Real Estate Ltd v. Coca-Cola Kwanza Ltd & Another (Civil Appeal No. 11 of 2021) [2022] TZCA 163 (31 March 2022) TANZLII at page 23. The defendant counsel further submitted that the evidence on records clearly shows that the defendant pleaded in paragraph 9 of his written statement of defence that the defendant is a layperson and the impugned Deed of Settlement was prepared and finalized by Plaintiff’s lawyers CLYDE & Co without any involvement of Defendant, his lawyer if any or any other person with legal mind who could have ably comprehend the meaning and effect of the said Deed of Settlement. In addressing the issue as to whether the defendant breached the agreement, the defendant counsel briefly referred what he stated in the 1st and 3rd issues by submitting that the defendant never breached any agreement. Responding to an issue as to whether the plaintiff is entitled to USD. 1,193,009.00 claimed under the agreement, the defendant counsel briefly submitted that the plaintiff needs to be aware that special damages need to be specifically pleaded and proved. He referred to the decision of the court in Zuberi Augustino Mugabe vs. Anicet Mugabe [1992] T.L.R 137. He averred that the Plaintiff knew or ought to have known that allegation of fraud imputes criminal conduct therefore its proof must be to a Page 12 of 31 standard higher than a mere preponderance of probabilities applicable in civil cases. He argued that the evidence on records clearly shows that the plaintiff never availed the defendant with the so-called report from PwC forensic team and internal audit and reconciliation for the Plaintiff to contradict its contents during and after the meeting which led to termination of relationship between the Plaintiff and the Defendant. He referred to the decision of the court in Happy Kaitira Burilo t/a Irene Stationary & Another v. International Commercial Bank (T) Ltd (Civil Appeal 115 of 2016) [2022] Having summarized the evidence both parties and submission, of both parties, let me now at this juncture address the following key issues. (i) Whether there was valid agreement between the parties (ii) If the answer in the first issues in affirmative, Whether the Defendants breached the Agreement (iii) If the answer on issue II is in affirmative, to what relief(s) are parties entitled to? Looking at the evidence and records, it is clear that the defendant has not disputed that the plaintiff was dealing withdigital cash or cryptocurrency, but he claimed that Page 13 of 31 transaction is not regulated in Tanzania. The defendant through his learned counsel was of the view that since cryptocurrency transaction is not regulated in Tanzania it means there was no valid contract. In my view the issue is whether there was a valid contract and not whether the transactions under that contract are regulated. The valid contract cannot be invalidated simply because there is no law that regulate the subject matter. It should be noted that digital cash or virtual currency and cryptocurrency transaction is not illegal albeit of lack of legal framework. It should also be noted that a virtual currency that is a digital representation of value. Indeed, cryptocurrency in a form of virtual currency is stored and transacted through designated mobile or computer applications. General, transactions involving virtual currencies occur through secure, dedicated networks or the internet. They are generally issued by private parties or groups of developers and are mostly unregulated. The Bottom Line is that virtual currencies are digital representations of value that can exist only electronically. Virtual currencies are a novel form of currency Page 14 of 31 and, as such, are mostly unregulated but what matters is legal transactions. Digital currencies enable direct transactions between individuals, empowering individuals over their finances. It should be noted that as of June 2024, regulations covering virtual currencies, tokens, and assets are still emerging around the world. Most countries including Tanzania have been operating on digital PR cryptocurrency through service providers such as net fix and all operators on cryptocurrency on service providers who facilitate such e-transaction have a duty to pay necessary tax. Now since the parties who are involved in digital money and digital assets have been paying tax under the taxation laws, their transactions cannot be declared illegal. In my view, cryptocurrency can only become illegal if it involves cyber-money laundering or other illegal transactions. However, various laws and regulations related to finance, money laundering, and securities may indirectly apply to cryptocurrency activities. The regulatory stance on cryptocurrencies in Tanzania is still evolving, and the government and central bank (Bank of Tanzania) have issued guidance on the matter. In this regard, Page 15 of 31 since the electronic transactions using cryptocurrencies or virtual cash that is conducted by the Plaintiff is not illegal it means that the contract between the plaintiff and the defendant was valid. Having realized that there were valid contracts between the plaintiff and the defendant, the next issue is whether there was a breach of contract or sale of agreements and if yes, the Court needs to answer as to who breached the terms of the contract agreed by both parties. It is on the records and evidence that there was an express term of the agreement that the 08 Defendant was required to pay to the plaintiff sum agreed within a specific time. However, the defendant failed to honour the agreement by not making repayment of the outstanding money as agreed. It is also on the records and even the defendant in his evidence admitted to have entered into an agreement with the plaintiff to pay the amount that was alleged to have been misappropriated by the defendant. In his testimony the defendant relied on the defence of ignorance of law that he was not aware of the terms of the agreement when he signed. Page 16 of 31 I have carefully perused and considered the evidence including other records admitted as exhibits to this Court during hearing. My findings show that the Court needs to first address and determine the key issue that is whether there was a contract between the parties and if yes, whether there was a breach of contract and who was in a breach. Indeed, the parties agreed that one of the issues to be determined is whether there was a contract between the plaintiff and defendant. The records and facts which are not in dispute show that the defendant admitted to have misappropriated the funds and that is why he started paying back the money. The defendant in his evidence testified that on 23/03/2022 he sent USD 798,062.2 to the plaint at cycle and co from Binance. It is also on the records and evidence that parties entered into agreement through deed of settlement and defendant failed to comply his obligation as per the terms and condition. The evidence of PW1 in line with the exhibits tendered and admitted in this Court clearly show that the defendant breached the terms and conditions of deed of settlement agreement as per Page 17 of 31 exhibit P1. PW1 in his evidence also proved that the defendant breached the terms and condition of the agreement under the deed of settlement. From the evidence of both parties in line with the records such exhibits admitted in this Court, it is clear that there was a breach of contract (deed of settlement agreement). The question to be answered is, who breached the contract between the plaintiff and the defendant? I have clearly gone through the records in line with considering the evidence by the plaintiff and found that there is no dispute that the defendant breached the contract. In this regard, the defendant did not discharge all his obligation arising under the agreement of repaying the outstanding money. Indeed, the law of Contract CAP 345 [R.E 2019] under section 37 (1) provides that: “The parties to a contract must perform their respective promises, unless such performance is dispensed with or excused under the provisions of this Act or of any other law”. Since the parties entered the binding contract, all parties to a contract were duty bound to perform his respective promises, Page 18 of 31 unless such performance is dispensed with or excused under the provisions of this Act or of any other law. In our case the defendant was duty bound to perform their respective promises. There is no evidence to show that the defendant’s promise or contractual obligation was dispensed with or excused of them were bound by the terms and conditions of the contract. The defendant has claimed that he signed the contract without being aware of the terms and conditions. This presupposes he was a layman as he was not aware of the legal terminologies. However, ignorance of law has never been a defence in law. This is clearly underscored in OLMESHUKI KISAMBU V. CHRISTOPHER NAINGOLA CIVIL APPLICATION NO 18 OF 1998, where the Court held that: - “At any rate there is no provision in the rules in which the fact of one being a layman or ignorant is made a special circumstance or exception for extending time in which to appeal”. Being a layman in my view cannot be a reason for breaching the terms and conditions of the agreed contract. Page 19 of 31 I am aware of the position of the law that in civil cases including commercial cases, the burden of proof lies on the plaintiff and the standard of proof is on the balance of probabilities. This simply means that he who alleges must prove as indicated under section 112 of the Law of Evidence Act, Cap 6 [R.E. 2019], which provides that: - “The burden of proof as to any particular fact lies on that person who wishes the Court to believe in its existence unless it is provided by law that the proof of that fact shall lie on any other person”. More specifically section 111 provides that: “The burden of proof in a suit proceeding lies on that person who would fail if no evidence at all were given on either side”. Similarly, section 112 of the Evidence Act, cap 6 [R.E.2019] provides that: - “The burden of proof as to any particular fact lies on that person who wishes the Court to believe in its existence, Page 20 of 31 unless it is provided by law that the proof of that fact shall lie on any other person” The Court in NATIONAL BANK OF COMMERCE LTD Vs DESIREE & YVONNE TANZANIA & 4 OTHERS, Comm. CASE NO 59 OF 2003( ) HC DSM, observed that:- “The burden of proof in a suit proceeding lies on their person who would fail if no evidence at all were given on either side”. The importance and extent of proof in Civil Cases was well underscored by the Court in MCLVER V. POWER [1998] PFIJ No 4, Prince Edward Island Supreme Court, Trial Division where Moc Donald C.J. TD started that: “In any Civil Case the plaintiff must prove their case on a balance of probabilities if they are to succeed. This means that the plaintiff must prove that his facts tip the scale in his favour even if it is only 51% probability that he is correct” [emphasis is mine]. Various authorities have clarified the meaning of balance of probability. A good example is the remarkable decision of the Page 21 of 31 Court (a persuasive decision) in RE H (MINORS) [1996] AC 563, where Lord Nichollas observed that: “The balance of probability standard means that the Court is satisfied an event occurred if the Court considers that on the evidence the occurrence of the event was more likely than no” From what I have observed from the evidence it is clear that the plaintiff proved her case on the balance of probabilities that the defendant breached the terms of agreement. The evidence show that the defendant admitted to have misappropriated and both parties entered into an agreement that the defendant should pay Reference can be made to the plaintiff evidence where the records show that on the day 23rd March 2022, the Defendant refunded a sum of United States Dollars Eight Hundred Seventy- Three Thousand Seven Hundred Twenty-Five (USD 873,725.00) to the Plaintiff whereby the outstanding balance of USD 1,193,009.00 was required to be paid over a period of four months. The defendant in his evidence did not dispute that he agreed with the plaintiff that he will pay USD 1,193,009.00), in Page 22 of 31 four equal instalments of United States Dollars and USD 298,252.00, payable on or before the 30th day of April 2022, 30th day of May 2022, 30th day of June 2022 and 30th day of July 2022. However, the defendant defaulted the payment of the agreed money. Looking at the evidence and records it is clear that the act of the defendant to default payment of the outstanding balance of the agreed money, for a long time show that the defendant breached the terms of the agreement and the plaintiff is right in instituting the suit and claiming her rights at this Court. In my considered view, the fact that the defendant failed to pay the plaintiff within the agreed time that was the breach of Agreements and the plaintiff was entitled to claim the outstanding balance plus other charges as agreed. The Court in JOSEPH MNINGA V. ABASS FADHILI & ANOTHER (2001) TLR at page 222, as cited by the plaintiff stated that, “The term fundamental breach is that breach which touches the purpose of the contract.” Page 23 of 31 The other issue is to what reliefs the parties are entitled. As I noted the plaintiff proved her claim on the balance of probabilities, this Court has now the duty to determine the relief that the plaintiff is entitled. In this suit, it is the Plaintiff who has to discharge his legal burden of proving the case to the requisite standards. I did point out at the beginning, as well, that, the standard required in civil cases is generally expressed as proof on a balance of probabilities. Lord Denning J (as he then was) in Miller vs. Minister of Pensions [1947] All E.R. 372; 373, 374, held that: "If the evidence is such that the tribunal can say: We think it more probable than not, the burden is discharged, but if the probabilities are equal, it is not." Similarly, the Court in Joseph Constantine Steamship Line vs. Imperial Smelting Corporation Limited [1942] A.C. 154,174, observed that: “the burden of proof rests upon the party (the Plaintiff or the Defendant), who substantially asserts the affirmative of the issue and, that, such a burden remains fixed at the beginning of trial by the state Page 24 of 31 of the pleadings and, it is settled as a question of law remaining unchanged throughout the trial exactly where the pleadings place it and never shifts in any circumstances whatever”. Ordinarily, in any contractual relationship, each of the parties is expected to fully honor her or his contractual obligations. In other words, each party is entitled to perfect performance of the terms agreed, as in this case, full repayment of all agreed monies. The court in Simon Kichele Chacha vs. Aveline M. Kilawe, Civil Appeal No.160 of 2018 (unreported), was of an emphatic view that: “It is settled law that parties are bound by the agreements they freely entered into and this is the cardinal principle of the law of contract. That is, there should be a sanctity of the contract ….” Under section 37(1) of the Law of Contract Act, Cap.345 [R.E 2019], the law does require parties to a contract to perform their respective obligations/promises unless such obligation were dispensed with or excused by the law. Now since the defendant breached the terms and conditions under Exhibit P-1, the question which follows is, to what remedies is the plaintiff entitled to? I understand that the position Page 25 of 31 to the law is clear that when one party (the defendants in our case) to the contract breaches the contract, the other part y or aggrieved party of the contract (the plaintiff in our case) may terminate or rescind the contract and will be entitled for monetary compensation when the contract is breached. In the final analysis, this Court declares that Defendant has breached the terms and conditions under the contract agreement they signed. Basing on the analysis of evidence and other records, I hold that the defendant breached the terms of agreement and the plaintiff is entitled to payment of the agreed outstanding amount of money. I also wish to address the plaintiff claim on general damages, the plaintiff claims Payment of general damages as can be assessed by the Court due to breach of contract, business frustration in following up overdue payments and other ancillary business inconveniences caused by the said breach by the Defendants. There is no doubt that it is a settled principle of law that in claim for general damages, particulars will not be needed of the Page 26 of 31 quantum of damages claimed. See London and Northern Bank Ltd. v George Newness Ltd. (1900) 16 T.L.R. 433, C.A. It is also clear from the case laws that general damages can be asked for by "a mere statement or prayer of a claim". See Perestrello Companhia Limitada v United Paint Co. Ltd., [1969] 1 W.L.R. 570. The Court in observed that: “If damage be general, then it must be averred that such damage has been suffered, but the quantification of such damage is a jury question”. The Court in LIVINGSTONE V RAW YARDS CAAL CO (1850) 5 Case 25 clearly explained “damages”, to mean:- “The sum of money which will put the party who has suffered in the same position as he would have been if he has not sustained the wrong for which he is now getting compensation or reparation”. The Court Prehn V. Royal Bank of Liverpool, observed that: “General damages are such as the jury may give when the judge cannot point out any measure by which they are to be Page 27 of 31 assessed, except the opinion and judgment of a reasonable man…” It is a trite law that general damages need not be specifically pleaded, they may be asked for a mere statement or prayer of claim. As I observed earlier that while special damages may consist of “out-of-pocket expenses and loss of earnings incurred down to the date of trial, and may be capable of substantially calculation”, general damage is implied by law and may include “compensation for pain and suffering and the like. The Court in THE COOPER MOTOR CORPORATION LTD V. MOSHI ARUSHA OCCUPATIONAL HEALTH SERVICES [1990] TLR 96 held that: “General damages need not be specifically pleaded; they may be asked for by a mere statement or prayer of claim” In the present case despite the plaintiff was highly affected by the conducts of the defendant and the position of the plaintiff could mostly be retrieved by way of reasonable and justifiable general damages and that is because the loss sustained by the plaintiff is hugely measured. It is well settled legal principle under our law of contract that where a contract is breached or broken, Page 28 of 31 any party to that contract who suffers as a result of such breach has a right or is entitled to receive from the party who has breached the contract, compensation for any loss or damage caused to him thereby. Indeed, the law of Contract under section 73 is very clear which provides that; “When a contract has been broken, the party who suffers by such breach is entitled to receive from the party who has broken the contract, compensation for any loss or damage caused to him thereby, which the parties knew, when they made the contract, to be the likely to result from the breach of it”. Having gone through the records and considered the loss suffered by the plaintiff as a result of the defendant’s failure to honor the contract suffered damages. In this regard, this Court orders the defendant to pay the plaintiff. This Court makes the following orders: a) The plaintiff be paid One Million One Hundred Ninety- three Thousand and Nine United States Dollars (USD Page 29 of 31 1,193,009.00) being outstanding payment arising from breach of contract; b) Payment of 4 % commercial interest on the outstanding debt from the date of default to the date of judgment; c) Payment of 3 % Court interest on the decretal sum from the date of judgment to the 1. . No orders as to costs. It is so ordered. DATED at DAR-ES-SALAAM, THIS 13 DAY OF December 2024 ......................................... A . J. MAMBI JUDGE 13th December, 2024 Page 30 of 31 Right of Appeal Explained A. J. Mambi JUDGE 13th December, 2024. Page 31 of 31