by Tahmidur Remura Wahid | May 7, 2026 | Uncategorized
When a party to a contract fails to perform their obligations, the aggrieved party can seek legal remedies through the courts. In Bangladesh, contract enforcement and money suits (suits for recovery of money) are governed by the Contract Act 1872, the Specific Relief Act 1877, and the Code of Civil Procedure 1908. TRW — Tahmidur Rahman Remura Wahid Law Associates handles contract enforcement and money recovery cases with expertise and efficiency.
Legal Framework for Contract Enforcement
The Contract Act 1872 is the primary legislation governing contracts in Bangladesh. It defines the elements of a valid contract (offer, acceptance, consideration, capacity, free consent, lawful object) and provides remedies for breach. The Specific Relief Act 1877 provides for specific performance of contracts (where damages are not an adequate remedy) and for injunctions to prevent breach of contract. The Limitation Act 1908 prescribes a 6-year limitation period for suits on contracts.
TRW advises on the strength of the contract, the nature of the breach, and the most appropriate legal remedy — whether damages, specific performance, or injunction.
Money Suits: Recovering Debts
A money suit is a civil suit for the recovery of a specific sum of money. Money suits are filed before the civil court with appropriate pecuniary jurisdiction. TRW files money suits for: recovery of loan amounts; recovery of unpaid invoices; recovery of security deposits; recovery of advance payments; and recovery of any other debt. TRW also applies for a temporary injunction to prevent the defendant from dissipating assets pending the judgment.
The Artha Rin Adalat Ain 2003 (Money Loan Court Act) provides a special fast-track procedure for recovery of bank loans. TRW handles Artha Rin cases before the Artha Rin Adalat (Money Loan Court). See our guide on Artha Rin cases in Bangladesh.
How Barrister Tahmidur Rahman Can Help
Barrister Tahmidur Rahman and TRW's commercial litigation team handle contract enforcement and money suits across Bangladesh. Contact TRW at https://tahmidurrahman.com/contact/.
Frequently Asked Questions
Q: What is the limitation period for a money suit in Bangladesh?
A: Generally 6 years from the date the debt became due.
Q: Can I get an injunction to freeze the defendant's assets before judgment?
A: Yes. TRW can apply for a temporary injunction (Mareva-type order) to prevent the defendant from dissipating assets.
Q: What is specific performance?
A: Specific performance is a court order compelling a party to perform their contractual obligations. It is available where damages are not an adequate remedy.
by Tahmidur Remura Wahid | May 7, 2026 | Uncategorized
Shareholder disputes are among the most complex and contentious commercial legal matters in Bangladesh. They can arise from disagreements over management, dividends, share transfers, dilution, oppression by majority shareholders, or breach of the shareholders' agreement. TRW — Tahmidur Rahman Remura Wahid Law Associates provides expert legal advice and representation in shareholder disputes, combining deep knowledge of the Companies Act 1994 with practical commercial litigation experience.
Legal Framework for Shareholder Disputes
Shareholder disputes in Bangladesh are governed primarily by the Companies Act 1994. Key provisions include: Section 233 (oppression and mismanagement — minority shareholders can apply to the court for relief if the company's affairs are being conducted in a manner oppressive to them); Section 234 (winding up on just and equitable grounds); Section 150 (annual return — failure to file can be challenged); and Section 85 (share transfer — restrictions on transfer and pre-emption rights). The shareholders' agreement (if any) is also a critical document in shareholder disputes.
TRW advises on the applicable legal provisions and the most effective strategy for resolving the dispute, whether through negotiation, mediation, or litigation.
Common Types of Shareholder Disputes
TRW handles the following common types of shareholder disputes. Oppression and mismanagement: majority shareholders using their control to benefit themselves at the expense of minority shareholders. Deadlock: equal shareholders unable to agree on key decisions. Share transfer disputes: disputes over the right to transfer shares and the valuation of shares. Dividend disputes: disputes over the declaration and payment of dividends. Director appointment and removal: disputes over the appointment and removal of directors. Breach of shareholders' agreement: one party failing to comply with the terms of the shareholders' agreement.
Remedies Available to Shareholders
The remedies available to shareholders in Bangladesh include: application to the court for relief from oppression and mismanagement under Section 233 of the Companies Act 1994; winding up petition under Section 234; injunction to prevent a specific action by the company or the majority shareholders; derivative action on behalf of the company; and arbitration under the shareholders' agreement. TRW advises on the most appropriate remedy in each case. See our guide on company law in Bangladesh.
How Barrister Tahmidur Rahman Can Help
Barrister Tahmidur Rahman and TRW's corporate litigation team handle shareholder disputes across Bangladesh. Contact TRW at https://tahmidurrahman.com/contact/.
Frequently Asked Questions
Q: Can a minority shareholder take legal action against the majority?
A: Yes. Section 233 of the Companies Act 1994 provides specific remedies for minority shareholders who are being oppressed.
Q: Can a shareholder dispute be resolved without going to court?
A: Yes. TRW advises on negotiation, mediation, and arbitration as alternatives to litigation.
Q: Can a shareholder force the company to be wound up?
A: Yes. A shareholder can apply for winding up on just and equitable grounds under Section 234 of the Companies Act 1994.
by Tahmidur Remura Wahid | May 7, 2026 | Uncategorized
Cheque dishonour cases in Bangladesh are frequently resolved through compromise — the drawer pays the cheque amount (plus interest and costs) and the complainant withdraws the case. A well-structured compromise protects both parties' interests and avoids the time and expense of a full trial. TRW — Tahmidur Rahman Remura Wahid Law Associates advises both complainants and accused persons on compromise negotiations and drafts comprehensive compromise agreements.
Why Compromise Is Common in Cheque Dishonour Cases
Cheque dishonour cases are particularly amenable to compromise because: the underlying dispute is financial in nature; the complainant's primary goal is to recover the money; the accused faces criminal liability (imprisonment and/or fine) if convicted; and the court encourages settlement at every stage of the proceedings. A compromise that results in full payment of the cheque amount, interest, and costs is generally in both parties' interests.
TRW advises complainants on the appropriate amount to accept in settlement (cheque amount plus interest at the bank rate plus legal costs) and advises accused persons on the consequences of not settling (criminal conviction, imprisonment, and a fine of up to three times the cheque amount).
The Compromise Process
The compromise process in a cheque dishonour case involves the following steps. TRW negotiates the settlement terms between the parties. The parties reach agreement on the amount to be paid and the timeline for payment. TRW drafts a compromise agreement setting out the terms of settlement. The complainant files a compromise petition before the Magistrate, informing the court of the settlement and requesting withdrawal of the complaint. The Magistrate accepts the compromise and discharges the accused. The accused pays the agreed amount to the complainant.
TRW ensures that the compromise agreement is comprehensive and legally binding, and that the payment is received before the complaint is withdrawn. TRW also advises on the tax implications of any settlement amount.
How Barrister Tahmidur Rahman Can Help
Barrister Tahmidur Rahman and TRW's cheque dishonour team handle compromise negotiations and draft compromise agreements. Contact TRW at https://tahmidurrahman.com/contact/.
Frequently Asked Questions
Q: Can a cheque dishonour case be settled after conviction?
A: Yes. A compromise can be reached at any stage, including after conviction, pending appeal.
Q: Does the court have to approve the compromise?
A: Yes. The Magistrate must approve the compromise and discharge the accused.
Q: What if the accused pays part of the amount but not all?
A: TRW advises on whether a partial settlement is acceptable and ensures that the compromise agreement is conditional on full payment.
by Tahmidur Remura Wahid | May 7, 2026 | Uncategorized
When a company issues a cheque that is dishonoured, the question of director liability is critical. Under Section 141 of the Negotiable Instruments Act 1881 (NI Act), not only the company but also every person who was responsible for the conduct of the company's business at the time of the offence can be prosecuted. TRW — Tahmidur Rahman Remura Wahid Law Associates advises both complainants (on how to prosecute directors) and accused directors (on how to defend against Section 141 liability).
Section 141 of the NI Act: Director Liability
Section 141 of the NI Act provides that if the person committing an offence under Section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly. However, a person can escape liability under Section 141 if they can show that the offence was committed without their knowledge or that they exercised all due diligence to prevent the commission of the offence.
The Supreme Court of Bangladesh has interpreted Section 141 broadly, holding that directors who sign cheques on behalf of the company are personally liable for dishonour of those cheques.
Who Can Be Prosecuted Under Section 141
The following persons can be prosecuted under Section 141 in addition to the company itself. The director who signed the cheque. The managing director or CEO who was responsible for the company's financial affairs. Any director who was in charge of the company's business at the time of the offence. A nominee director who was actively involved in the company's affairs. A sleeping director who was not involved in the day-to-day business may be able to escape liability by showing that they had no knowledge of the cheque or that they exercised due diligence.
TRW advises complainants on which directors to include in the complaint and advises accused directors on the defences available under Section 141.
How Barrister Tahmidur Rahman Can Help
Barrister Tahmidur Rahman and TRW's cheque dishonour team handle company cheque cases and director liability matters. Contact TRW at https://tahmidurrahman.com/contact/.
Frequently Asked Questions
Q: Can a director be prosecuted if they did not sign the cheque?
A: Yes, if they were responsible for the conduct of the company's business at the time of the offence.
Q: Can a director escape liability by resigning before the cheque was presented?
A: If the director resigned before the cheque was issued, they may escape liability. If they resigned after the cheque was issued, they may still be liable.
Q: Can a foreign director of a Bangladesh company be prosecuted under Section 141?
A: Yes, if they were in charge of the company's business in Bangladesh at the time of the offence.
by Tahmidur Remura Wahid | May 7, 2026 | Uncategorized
The cheque return memo (also called the cheque return slip or dishonour memo) is the document issued by the bank when a cheque is returned unpaid. It is the primary evidence of dishonour in a cheque dishonour case under Section 138 of the NI Act. The reason for return stated on the memo has significant legal implications. TRW — Tahmidur Rahman Remura Wahid Law Associates reviews cheque return memos carefully to assess the strength of the client's case.
Common Reasons for Cheque Return
Banks in Bangladesh return cheques for various reasons. The most common reasons and their legal implications are as follows. 'Insufficient funds': this is the classic Section 138 NI Act dishonour and gives rise to criminal liability. 'Account closed': this also gives rise to criminal liability under Section 138, as it indicates that the drawer had no funds in the account. 'Payment stopped': this is more complex — if the drawer stopped payment for a legitimate reason (e.g., dispute about the underlying transaction), the criminal liability under Section 138 may be contested. 'Signature mismatch': this may not give rise to Section 138 liability if the mismatch was genuine. 'Post-dated cheque presented before date': this does not give rise to Section 138 liability as the cheque was not yet due.
TRW analyses the reason for return stated on the bank's memo and advises on the strength of the Section 138 case.
The 30-Day Limitation Period
The 30-day period for sending the legal notice runs from the date of receiving the cheque return memo — not from the date of dishonour. TRW calculates this period precisely and ensures that the legal notice is sent within the prescribed time. If the return memo was received by post, the date of receipt is the date on which the memo was delivered to the payee's address. See our guide on cheque dishonour legal notices.
How Barrister Tahmidur Rahman Can Help
Barrister Tahmidur Rahman and TRW's cheque dishonour team review cheque return memos and advise on the strength of the NI Act case. Contact TRW at https://tahmidurrahman.com/contact/.
Frequently Asked Questions
Q: Can I file a Section 138 case if the cheque was returned for 'signature mismatch'?
A: It depends on the circumstances. TRW advises on the strength of the case based on the specific facts.
Q: What if I lost the original cheque return memo?
A: TRW advises on how to obtain a duplicate from the bank and whether the case can proceed without the original.
Q: Can I file a Section 138 case for a post-dated cheque?
A: Yes, if the post-dated cheque was presented on or after the date on the cheque and was returned for insufficient funds.
