VETTING OF THE DRAFT DEED OF AGREEMENT (AGREEMENT FOR SALE) AND PROPERTY DOCUMENTS FOR BRANCH.

Mr. Z

Address….

Dear Sir,

RE:      VETTING OF THE DRAFT DEED OF AGREEMENT (AGREEMENT FOR SALE) AND PROPERTY DOCUMENTS FOR BRANCH 1.

We refer to your letter dated 11.08.2005 received on 16.08.2005 on the above subject.

We have perused the draft Deed of Agreement referred to us and our observations are as follows:

Sl. No.

Clause Comments.Statement as to the parties Since Mr. A Foundation, Mr. B and Ms. A jointly owns the project land, they should be made party to this Agreement.

We therefore suggest to re-phrase the  ‘Statement as to the Parties’   as follows:

(1) MR.A FOUNDATION LIMITED, a private limited company registered under relevant companies act having registered office at ……………………… represented by its Deputy Managing Director, Mr. C (hereinafter referred to as the LANDOWNER-BUILDER), (2) MR. B son of _______________of _________________(address) (3) MS. A wife of …………… (hereinafter referred to as the LANDOWNERS), party Nos. 2-3 represented through their constituted attorney MR. A FOUNDATION LIMITED, a private limited company registered under relevant companies act having registered office at ………………. represented by its Deputy Managing Director, Mr. C (hereinafter all are collectively referred to as the VENDORS. (which expression shall unless excluded by or repugnant to the context mean and include their heirs, its successors-in-interest, legal representatives, executors, administrators and assignees) ONE PART

BANK 1, a company limited by shares involved in banking business registered under relevant companies act having registered address at _________________ represented by its _____________,Mr.x___________ hereinafter referred to as the PURCHASER (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, administrators and assignees) OTHER PART

In the entire agreement Vendor–builder to be replaced by VENDORS.b.PreambleWe have not been provided with the title deeds and supporting documents of the land in question, as such, we could not determine the authenticity of the   chain of ownership.

We suggest to rephrase the preamble except chain of ownership of the property as follows:

WHEREAS the VENDORS are jointly seized and possessed land measuring _____ acres situated within ………………. more fully described in the schedule ‘A’ below.

AND WHEREAS, the VENDORS have been paying ground rents and taxes since becoming owners of schedule ‘A’ land;

AND WHEREAS, LANDOWNERS have engaged LANDOWNER-BUILDER to develop their portion of land of schedule ‘A’ land and to construct a 18 storied building consisting commercial spaces and apartments vide Deed of Agreement dated ______ and ______ respectively.

AND WHEREAS, LANDOWNERS have appointed LANDOWNER-BUILDER as their constitute attorney vide execution of Irrevocable General Power of Attorney No. ________ dated and No. _________ dated _______ to sell commercial spaces and apartments along with undivided and undemarcated portion of their land to the prospective buyers.

AND WHEREAS, now LANDOWNER-BUILDER prepared a layout plan/design to construct 18 storied building comprising commercial spaces and 180 apartments over the schedule ‘A’ land fully described in the schedule ‘B’ below will be known as ‘Green Peace’.

AND WHEREAS, the layout plan/design has been approved by RAJUK vide __________ on ________.

AND WHEREAS, the VENDORS has offered to sell commercial floor space measuring 2,254 square feet South East side under Block –2 on the 1st floor and ___ parking space on the _______ floor of the building ‘Green Peace’ alongwith undivided and undemarcated land measuring ______________ out of schedule ‘A’ land fully described in the schedule ‘C’ below in consideration of Tk. 1,01,43,000.00 only and the PURCHASER have accepted the said offer.c.Clause 3(a)Whether Bank is agreed to pay extra amount for parking space should be looked into.d.Clause 3(b)In the 4th line ‘company’ should be replaced by ‘LANDOWNER-BUILDER’.e.Clause 3(c)The payment schedule differs with the schedule provided to us. Please ensure the payment schedule.FClause 3(g)Whether the Bank agrees the refund clause as suggested should be looked into.g.Clause 4(a)Before execution of the Agreement, the Bank should ascertain what is the “security deposit fees” as stated in 1st line.h.Clause 4(c)In the 6th line ‘his’ to be replaced by ‘its’.i.Clause 5In the 1st line ‘his’ to be replaced by ‘its’ and ‘company’ to be replaced by ‘LANDOWNER-BUILDER’.j.Clause 6Before execution of the Agreement, Bank must confirm the handover date.  Under this clause, the space shall be completed within 36/60 months with 06 months grace period from the lay out date, whereas as per the bank’s forwarding the hand over  has to be made by December, 2006.

In this connection please note that very recently  some changes have been brought to the Transfer of Property Act 1882, and as per section  54A of the Act, any such agreement for sale shall have to be registered with the concerned Sub-registry. If no express stipulation is made in such agreement as to the date of execution of Deed of Sale/Transfer, 6(six) months  shall be deemed to be the time.k.Clause 8Any changes in the lay out plan of the project should be made with the written consent of the Bank. Any material changes may affect the interests of the Bank.l.Clause 9Under the terms of this clause, the Bank shall have to pay an increased rate, should the price of the construction materials increase. Please check whether the Bank is agreeable on it.m.Clause 11In the 5th line ‘his/her’ should be replaced by ‘its’.n.Clause 12In the 3rd and 5th line ‘his’ should be replaced by ‘its’.o.Clause 23Under the terms of this clause, the Bank may not be entitled to set-up any antenna on the roof of the Building.  If the Bank can settle the matter with the developer, this clause may be re-phrased as follows:

‘Notwithstanding any thing contained elsewhere in this agreement the Purchaser shall reserve the right to fix up Radio Link/VSAT Antenna, or any apparatus, appliances, instruments or material whatsoever used or capable of use in wireless communication   and set up the same   at its cost on the roof-top of the building.’p.Clause 26In the 5th line ‘his/her’ should be replaced by ‘its’.q.ScheduleBank should insert the number and particulars of car parking spaces in the schedule ‘C’.r.Additional ClauseThe following additional clauses is suggested to be incorporated numbering in order:

a)      Bank shall have every right to affix/display at least three signboards of the size agreed between the parties inside and/or outside of the building. This provision is equally binding on any co-operative society formed by the time any Deed of Sale/Transfer is executed between the parties hereto.

b)      This Agreement shall be binding upon the successor-in-interest, legal representatives, administrators and assigns of the parties hereto.s.Signature PartSignature part of the sellers in the Deed of Agreement (agreement for sale) to be rephrased as follows:

______________

Mr. Mr. C

Deputy Managing Director

Mr. A Foundation Limited for itself and as constitute attorney of Mr. B and Ms. B

Subject to the above observations, the terms of the draft Deed of Agreement are in order.

We also perused the property documents/papers referred to us. We understand that the project areas of the building consisting the commercial spaces in question to be constructed are .6910 acres. The property jointly owned by Mr. A Foundation Limited, Mr. B, Ms. B. To provide our opinion regarding the property, the following documents/papers are required:

1. For land measuring 3360 ajutangsha in the name of Mr. A Foundation Limited:

a)      C.S. Khatian No. 273, 274, 279, 189, 190, S.A. Khatian No. 1337, R.S. Khatian No. 1476, relevant Mahanagar Jarip Khatian.

b)      Relevant bia deeds.

c)      Up to date non-encumbrance certificate for the land measuring counter signed by concerned Sub-Registrar.

d)      Up to date ground tax payment receipt.

e)      Up to date Municipal tax payment receipt.

2. For land measuring .24 acres in the name of Mr. B

a)      Title deeds or documents/papers showing ownership.

b)      Bia Deeds.

c)      Mution Khatian certified by Assistant Commissioner of Land along with DCR.

d)      C.S., S.A., R.S., & Mahanagar Jarip Khatians.

e)      Up to date non-encumbrance certificate for the land measuring counter signed by concerned Sub-Registrar.

f)        Up to date ground tax payment receipt.

g)      Up to date Municipal tax payment receipt.

h)      Deed of Agreement executed between Mr. A Foundation Limited and Mr. Mr.B.

i)        Irrevocable General Power of Attorney executed by Mr. B in favour of Mr. A Foundation Limited.

3. For land measuring .11 ½ acres in the name of Ms. B Khan:

a)      Title deeds or documents/papers showing ownership.

b)      Bia Deeds.

c)      Mution Khatian certified by Assistant Commissioner of Land along with DCR.

d)      C.S. Khatian No. 274, 268, 273, 279, 189, 190, S.A. Khatian No. 1337, R.S. Khatian No. Mahanagar Jarip Khatians.

e)      Up to date non-encumbrance certificate for the land measuring counter signed by concerned Sub-Registrar.

f)        Up to date ground tax payment receipt.

g)      Up to date Municipal tax payment receipt.

h)      Deed of Agreement executed between Mr. A Foundation Limited and Ms. B Khan.

i)        Irrevocable General Power of Attorney executed by Ms. Bin favour of Mr. A Foundation Limited.

You are requested send us the above mentioned documents at the earliest. Should you require any further query, please do not hesitate to contact us.

Thanking you

Yours faithfully

………………….

For: “The Lawyers & Jurists”

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