Tri-Partite Agreement Sample for Flat Sale in Bangladesh

A tri-partite agreement is used when three parties are involved in one property deal. In Bangladesh it is common when a flat owner (often living abroad) sells through a real estate company that collects payment and completes the registration, or when a bank finances a flat bought from a developer. Below is a sample tri-partite agreement for the sale of an apartment through an agent company. Names and property details are replaced by placeholders.

TRI-PARTITE AGREEMENT

This TRI-PARTITE AGREEMENT is executed on this the 2^nd day of February, 2022.

AMONGST

[Name], National ID No. [__________], Passport No. [__________] (if living abroad), Son/Daughter of [Father’s Name], Permanent Address: [__________], Present Address: [__________], by Religion: [__], by Profession: [__], Nationality: Bangladeshi, hereinafter referred to as the ‘Landowner’ (which expression shall, where the context so admits, mean and include her successors, representatives, executors, administrators and assigns) of the FIRST PART.

AND

[Name], Date of Birth: [__/__/____], National ID No. [__________], Son/Daughter of [Father’s Name], Present and Permanent Address: [__________], by Religion: [__], Profession: [__]; hereinafter referred to as the “Purchaser/ Second Party” (which expression shall, where the context so admits, mean and include its successors-in-profit, representatives, executors, administrators and assigns) of the  SECOND PART.

AND

[COMPANY NAME] LTD.,  a private company limited by shares incorporated in Bangladesh under the Companies Act, 1994 engaged in the business within the real estate sector, represented by its Director [Name of Director]  having its registered office address at [Registered Office Address] hereinafter referred to as the “Seller/Third Party” (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, administrators and assignees) of the THIRD PART.

WHEREAS, the FIRST PARTY is the owner of Flat No. [__], Floor [__], Size [____] sqft with 1(0ne) car parking and common facilities in the Land situated at Plot No. 43, Block- K of the project on [Project Name], Dhaka as fully described in the schedule “B” situated on the land more fully described in the Schedule “A”.

WHEREAS, the FIRST PARTY proposes to sell out the scheduled property and purchaser/SECOND PARTY agrees to buy the Schedule ‘B’ residential apartment and one car parking along with undivided and undermarketed proportionate share of land out of schedule ‘A’ all the way through [COMPANY NAME] LTD./ TRIRD PARTY . In this regard, all the parties here agree to enter into this Tripartite Agreement.    

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS CONTAINED HEREIN THE PARTIES HERETO AGREE AS FOLLOWS:

1. DECLARATION:That the FIRST PARTY shall conveys all of his legal responsibilities to the THIRD PARTY regarding sale out the scheduled flat to  the SECOND PARTY and the THIRD PARTY shall hereby be empowered to act as a sole attorney of the FIRST PARTY to collect payment, Instalments, handover of flat, registration of sale deed, maintenance of the property, to collect rent, pay bills and any other lawful act as much as necessary on behalf of the FIRST PARTY.That the SECOND PARTY as a purchaser shall bind herself to make all the payments, Instalments and other in favour of the THIRD PARTY and the THIRD PARTY shall liable to ensure smother transfer of the scheduled property from the FRIST PARTY to SECOND PARTY within the period mentioned below .That the Third Party i.e. [COMPANY NAME] LTD.,  do hereby undertakes to cooperate with the both FIRST PARTY and SECND PURTY to execute the sale deed subject to full payment of price agreed mutually and also to ensure all the needful action for smoothen the object of this deed.

• PAYMMENT AND INSTALLMENTS :

1. That the selling price of the scheduled property along with proportionate share of land, schedule ‘B’ residential apartment, with 1 (One) Car parking  and other common facilities is fixed at Tk. 87,00,000/- (Taka Eighty Seven Lac) only.
   1. That out of the aforesaid cost of Tk. 87,00,000/- (Taka Eighty Seven Lac) only the purchaser has already paid Tk. 2,00,000/- (Taka Two Lac) only as booking money in favor of [COMPANY NAME], by bank cheque (Dated: [__/__/____]). The Down Payment Tk.10,00,000/-(Taka Ten Lac), (Dated: [__/__/____]) & Final Payment Tk.75,00,000/-(Taka Seventy Five Lac) (Dated: [__/__/____]) will be paid by the Purchaser/Second Party by bank cheque /Pay order in favor of [COMPANY NAME] The THIRD PARTY shall acknowledge such collection and provide receipt to the SECOND PARTY after due collection of the same.
   1. That THIRD PARTY shall formulate all legal procedure regarding hand over and registration of the said premises within 6 (Six) months from execution of this agreement subject to the full payment made by the SECOND PARTY.  
   1. That,  all costs and charges for the purpose of registration of the schedule ‘B’ residential apartment by way of sale deed (registration cost includes cost of non-judicial stamps, AIT, Utsha kar, gain tax, registration fees, VAT, fees for transfer permission, Sub-registry office cost and miscellaneous charges) shall be borne by the SECOND PARTY.
   1. That under no circumstances, possession of the schedule ‘B’ residential apartment shall be given to the purchaser unless all payment required to be made under this agreement is made in full by the SECOND PARTY.
   1. That mutation and the City Corporation tax assessment in respect of the schedule ‘B’ residential apartments shall borne by the SECOND PARTY at her own responsibility and all kinds of utility bills like electricity, gas, WASA & Sewerage etc. and all other dues and charges shall be paid by the SECOND PARTY from the notified date of taking possession of the same and all of the previous dues must be borne by the FRIST PARTY.
   1. That so long as the City Corporation tax and urban immovable property tax and other taxes and charges are not assessed separately in respect of the schedule ‘B’ residential apartments, the SECOND PARTY shall pay his/her share of such taxes and charges in the name of FIRST PARTY that may be imposed in respect of the building.
   1. Neither this Agreement nor any terms hereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and signed both the Parties hereto.
   1. This agreement irrespective of the date of signing it by either party shall be deemed to have been made on the date first above written.

3.       REMEDY IN THE EVENTS OF DEFAULT

1. That if parties fails to execute or perform any of its obligations and undertakings under this Agreement and fails to hand  ver the said premises through registered sale deed within the said time period. The warranty or statement which is made by the THIRD PARTY in this agreement shall be liable to return all payment made by the SECOND PARTY within 15 (Fifteen) days from the expire date of this agreement.

• GOVERNING LAW AND JURISDICTION:

1. This Agreement shall be governed by and construed in accordance with the statutory laws of Bangladesh.
2. The Parties hereby irrevocably submits to the exclusive jurisdiction of the court of Bangladesh. Any disputes arises in connection with this agreement shall be tried under the provision prescribed in Arbitration Act, 2001 as first instance.

6.       MISCELLANEOUS:

1. The Parties shall strictly abide by the terms and conditions of this Agreement.
2. This agreement is binding upon the heirs and successors-in-interest of the parties.
3. If any term, condition or provision of this agreement is held to be a violation of any law the same shall be deemed to be deleted ab-initio.

SCHEDULE

IN WITNESS WHEREOF THE PARTIES HERETO SIGN, SEAL AND DELIVER THIS AGREEMENT ON THE DAY, MONTH AND YEAR ABOVEMENTIONED.

Common types of tri-partite agreement in Bangladesh

If the owner lives abroad, the agent company usually acts under a registered power of attorney. Read how to sell land from abroad through a power of attorney before signing.

Documents to check before signing

• Title deed, mutation khatian and land development tax receipts of the owner
• Registered joint venture agreement and approved building plan
• Allotment letter or possession letter of the flat
• Power of attorney, if the owner is abroad
• Trade licence, incorporation certificate and board resolution of the company
• National ID or passport of all parties
• Payment schedule with bank cheque or pay order details

Tri-partite agreement: frequently asked questions

Is a tri-partite agreement legally binding in Bangladesh?

Yes. It is a contract under the Contract Act, 1872 and binds all three parties once signed on non-judicial stamp paper. The final transfer still needs a registered sale deed.

Does a tri-partite agreement transfer ownership of the flat?

No. Ownership passes only through a registered sale deed. The tri-partite agreement fixes the price, payment and duties of each party until registration.

Who pays the registration cost?

Usually the buyer, as in this sample. The agreement should list stamp duty, registration fee, gain tax and other charges clearly.

What happens if the company fails to complete the sale?

The agreement should require the company to refund all payments within a fixed time. Disputes can go to arbitration under the Arbitration Act, 2001 if the agreement says so.

To draft or review a tri-partite agreement or a flat purchase, speak directly with a lawyer: +880 1675881964 or book an appointment.

Related reading

• Supplementary deed of agreement sample
• Partnership agreement sample
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