Mr: M



Our Ref:…………                                    Dated: …………………..

Mr. X

Dear Sir,


We refer to your letter dated …………….regarding the  above subject.

We have perused the draft  Heads of agreement  and our  observations  are as follows:

Sl. Clause Observations

01 Statement as to the parties “B Group” has no legal entity as such it cannot  be a party to any agreement. Although  clause 1.1. it has been shown as the owner.  Please look into the matter.

The  agreement should be represented by the person/company who owns the land in question.

02 Clause 1.1 As “B Group” has no legal entity, it cannot hold any property in its name.
03 Clause 1.3 It is suggested to insert   “and  which are binding upon the parties hereto” at the end of this clause.
04 Clause 2.1 Under the terms of this clause, if any  Joint Venture agreement is not signed within  6(six) months, then this agreement shall  be terminated after 6(six) months.

As such, if no Joint venture Agreement is executed within 6(six) months, B Group may not  bind Top Bridge  to perform its obligation under this agreement as provided under clause 2.2 of the agreement.

We therefore suggest to delete sub-clause (b) from this agreement.

05 Clause 2.2 The term  “ on” shall be replaced with “no”.
06 Clause 2.3 As no fixed term is prescribed in the agreement, it is advised to delete this clause.
07 Clause 3.1 Under the terms of this clause, Top Bridge shall execute its obligation through its nominees.

In this connection, it may be noted that Top Bridge may represent the board of the Joint Venture Company (if formed) by its nominees, but cannot execute the work under this agreement by nominee.

Top Bridge, being a foreign company either by its agent or by its branch office  shall have to execute the work under this agreement. If the  construction shall be done by any company as agent, the agent has to be incorporated in Bangladesh.

Alternatively, if the work is to be executed by  Top Bridge’s branch office, then B Group should check whether  the branch has been incorporated in Bangladesh and  whether necessary approval from Ministry of Industries and BOI have been obtained.

B Group should look in to the matter.

08 Clause  3.2 Before executing the Power of Attorney, B Group should looked into the matter as suggested above  regarding clause 3.1.
09 Clause 3.4 What if, should RAJUK approval is  not obtained within a reasonable time. As such, we suggest to set that period from the date of handing over.
10 Clause 4.1

Apart from the above observations, the rest of the draft Agreement is otherwise in order.

Should you have any further query, please revert back to us.

Thanking you.

Yours faithfully,

Drafted by:

For: “The Lawyers & Jurists”

M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.