Tanzania Case Law

rajiv bharat bhesania another vs hardeep kaur chaggar another 2024 tzhccomd 4 15 january 2024

Court

TZHCCOMD

Declaration of Trust is illegal, null and void as it contravenes Articles of Association, Tanzanian company and land laws, and was executed in conflict of interest; all changes in company structure based on Declaration of Trust are irregular and must be expunged; company secretary breached trust and must convene meetings; Petitioners entitled to reliefs sought.

Source excerpt

• Unfair prejudice
• Trusts
• Shareholding
• Directors' duties
• Foreign land ownership
• Company meetings

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dhirajlal walji ladwa 2 others vs jitesh jayantilal ladwa another 2023 tzhccomd 376 17 november 2023

Court

TZHCCOMD

The Petitioners remain lawful members and directors of the 2nd Respondent as the purported transfer of shares and resignation were invalid for non-compliance with the company's MEMARTS, lack of proper board resolutions, and evidence of undue influence. The 1st Respondent's conduct in excluding Petitioners from management, misappropriating funds, and operating company accounts without board authorization was unfairly prejudicial to the Petitioners and the company. Reliefs are granted to restore proper corporate governance and protect the Petitioners' rights.

Source excerpt

• Unfair prejudice
• Shareholder rights
• Directors' duties
• Transfer of shares
• Company meetings
• Corporate mismanagement

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Court

TANZLII

The extraordinary general meeting and resolutions of 21st August 2023 were unlawful and prejudicial to the petitioner due to denial of proxy participation, violation of pre-emption rights, and exclusion from company affairs; challenge to the 31st January 2016 meeting is time barred under the law of limitation.

Source excerpt

• Unfair prejudice
• Shareholder rights
• Company meetings
• Pre-emption rights
• Access to company accounts
• Limitation of actions

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margareth lothar roland purucker vs lothar roland purucker another 2023 tzhccomd 26 17 february 2023

Court

TZHCCOMD

The petition is time barred as there was only a single breach of contract (the lease agreement), not a continuous breach. The continuing effects of the breach do not extend the limitation period. The petition, whether framed as unfair prejudice or breach of contract, was filed outside the six-year limitation period and must be dismissed.

Source excerpt

• Limitation of actions
• Unfair prejudice
• Breach of contract
• Company meetings
• Shareholder rights

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AMENDED RULING HARPAL SINGH VIRDEE AND BANSONS ENTERPRISES LTD MISCELLANEOUS COMMERCIAL CAUSE NO

Court

TANZLII

The petitioner, as administrator of the estate of a deceased shareholder, is not a member but is a person to whom shares have been transferred by operation of law and thus has locus standi under section 233(2) of the Companies Act to petition for unfair prejudice. The petitioner is a director of the 2nd respondent company as per the unchallenged official search report from the Registrar of Companies. Both the petitioner and the 1st respondent, as directors, have committed unfair and prejudicial practices against each other and the company by acting unilaterally and failing to cooperate. There…

Source excerpt

• Unfair prejudice
• Shareholder rights
• Directorship
• Locus standi
• Company meetings
• Share transmission

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deogratias peter ngowi vs regional air company limited 2022 tzhc 15099 12 december 2022

Court

TZHC

The petition is time-barred as the cause of action arose in 2001 when the petitioner was excluded from the respondent's business affairs, and the petition was filed well beyond the sixty-day limitation period prescribed by law. The petitioner also lacks locus standi due to the Registrar's updates removing him as director and shareholder.

Source excerpt

• Limitation of actions
• Locus standi
• Company meetings
• Shareholder rights

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simply fresh t ltd vs kevin stander 2 others 2022 tzhccomd 362 25 november 2022

Court

TZHCCOMD

The High Court dismissed Simply Fresh’s claim against the second defendant, holding that the company failed to prove shareholder liability for company debts.

• Shareholder liability
• Corporate debts
• Company meetings
• Burden of proof
• Shareholder-liability
• Company-debts

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scolastica mukatesi ndyanabo vs ipsos tanzania limited 2022 tzhccomd 128 19 may 2022

Court

TZHCCOMD

The High Court held that the petitioner was the lawful holder of 10 shares and that excluding her from company affairs amounted to unfair prejudice.

• Unfair prejudice
• Shareholder rights
• Company meetings
• Trusts and shareholding
• Rectification of register
• Transmission of shares

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faraja joseph mungai vs baobab apartments inn ltd 2021 tzhccomd 3289 16 july 2021

Court

TZHCCOMD

The High Court in Tanzania marked a company-law application withdrawn after the parties held the required meetings and settled their dispute amicably.

• Annual general meeting
• Company meetings
• Corporate governance
• Company-law
• Annual-general-meeting
• Corporate-governance

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mohamedi saidi kiluwa vs kiluwa steel group company limited and 2 others 2021 tzhccomd 2056 20 april 2021

Court

TZHCCOMD

The High Court dismissed an application to amend a prior commercial ruling to order immediate payment of director remuneration, holding the alleged omission was not correctable.

• Amendment of judgments
• Director remuneration
• Jurisdiction
• Company meetings
• Amendment-of-judgments
• Director-remuneration

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