Our Ref:………… Dated: …………………..
RE: LEGAL OPINION ON HEADS OF AGREEMENT
We refer to your letter dated …………….regarding the above subject.
We have perused the draft Heads of agreement and our observations are as follows:
|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.|
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.
For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.