Dar es Salaam. The High Court, Commercial Division in Dar es Salaam, has dismissed an application by ZH Poppe Limited and the administrators of the estate of the late businessman Zacharia Hans Poppe seeking to temporarily stop Tanzania Commercial Bank (TCB) from auctioning assets pledged as security for a loan exceeding Sh7.4 billion.
The application, filed under case number 11792/2026, was brought by administrators of the deceased’s estate, Ms Angel Zacharia and Mr Abel Zacharia, together with ZH Poppe Limited, against TCB, the Attorney General, and the Solicitor General.
In its ruling delivered on Monday, June 15, 2026, Judge Arnold Kirekiano held that the applicants had failed to meet the legal threshold required for the grant of a temporary injunction restraining the bank from enforcing its security rights.
The application was dismissed with costs, clearing the way for TCB to proceed with recovery measures.
Background to the dispute
Court documents show the dispute stems from a loan issued by TCB to ZH Poppe Limited, which the bank says was not serviced in line with agreed repayment terms.
The bank subsequently issued a final demand notice seeking repayment of more than Sh7.4 billion and initiated steps to recover the debt through the sale of assets pledged as collateral, including trucks, fuel tankers, and trailers.
In response, the applicants moved to court seeking an interim injunction to preserve the status quo and block the auction until the expiry of a statutory 90-day notice period, after which they intended to file a substantive suit.
They argued that any premature sale of the assets would render their intended case meaningless and cause irreparable harm to the company’s operations.
In supporting affidavits, the applicants also alleged fraud in the acquisition of the loan, including disputed share transfers and changes in company control.
They claimed that 4,500 ordinary shares belonging to the late Zacharia Hans Poppe were unlawfully transferred, allegedly giving controlling interest to Aldo Hans Poppe, who they said authorised the loan.
Their lawyer submitted that the application had merit, insisting that enforcement action should be halted until the expiry of the statutory notice period and the filing of the main suit.
Respondents’ arguments
TCB and the other respondents opposed the application, arguing that the applicants had failed to satisfy the requirements for an interim injunction.
They maintained that allegations of fraud and internal company disputes had not been proved in any competent court and could not be used to restrict the bank’s enforcement of its contractual rights.
The bank further argued that it had relied on official records from the Business Registrations and Licensing Agency (BRELA) when dealing with the company, and therefore acted in good faith under the Turquand principle, which allows third parties to rely on a company’s internal compliance.
Citing legal precedents including Royal British Bank v Turquand and Freeman & Lockyer v Buckhurst Park Properties, the respondents argued that the bank could not be held liable for internal governance disputes.
They further submitted that the applicants had not demonstrated irreparable harm, noting that the dispute arose from a commercial loan and any loss could be compensated in monetary terms if they succeeded in the main case.
They also argued that stopping recovery would only increase the outstanding debt, which had already risen beyond Sh7.4 billion, while affecting the bank’s financial operations and obligations to other customers.
Court findings
In its decision, the court held that although the applicants had issued a 90-day notice of intention to sue, they failed to establish a strong prima facie case against TCB.
The judge observed that the allegations of fraud primarily concerned internal company affairs and did not directly implicate the bank in unlawful conduct.
The court further noted that the applicants had referred to ongoing investigations into the company’s shareholding structure, but failed to provide sufficient evidence to support their claims after they were challenged by the respondents.
On the question of reliance on official records, the court agreed that TCB was entitled to rely on BRELA records when entering into the loan agreement and acted in good faith.
The court also held that the applicants had not demonstrated that they would suffer irreparable harm that could not be remedied through damages.
It added that the core of the dispute was contractual in nature and that financial compensation would be an adequate remedy should the applicants succeed in the main suit.
Balancing the interests of both parties, the court found that granting an injunction would only prolong the debt and prejudice the bank’s ability to recover funds.
The application was therefore dismissed with costs, allowing TCB to proceed with enforcement of its security rights in accordance with the law.
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