Commercial Litigation in Bangladesh — The 2025 Playbook for CEOs, CFOs & GCs by TRW Law Firm

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Featured snippet (quick answer)

Commercial litigation in Bangladesh runs on the Code of Civil Procedure, 1908 (CPC) for filing, interim relief, trial, judgment, and execution; deadlines ride on the Limitation Act, 1908; and many contracts steer to arbitration under the Arbitration Act, 2001, with courts backing interim relief and enforcement of awards. Your litigation plan should sequence: limitation check → forum & strategy (court vs. arbitration) → evidence pack → interim protections (injunction/attachment/receiver) → pleadings & discovery → witness evidence → closing arguments → appeal/execution. (Bangladesh Laws)

Why this guide — and why TRW

TRW is Bangladesh’s largest cross-border law firm. We run complex disputes spanning supply chains, infrastructure/EPC, banking, TMT/SaaS, energy, shipping, and shareholder/JV fallouts—often with parallel arbitrations abroad, emergency injunctions in Dhaka, and enforcement in multiple jurisdictions. With teams in Dhaka, Dubai, London, and the U.S., we align Bangladesh courtroom practice with your global litigation, insurance, lender, and investor expectations.

1) The map of a commercial case (end-to-end)

Stage 0 — Pre-action triage

• Limitation sweep: Identify your cause(s) of action (breach of contract, debt, misrepresentation, specific performance, tort) and the applicable limitation period. Put long-stop dates on the calendar; limitation is a threshold defense that can sink a great case. (Bangladesh Laws)
• Forum selection:
• Court litigation for injunctions, debt, damages, declarations, specific performance.
• Specialized routes (e.g., money-loan courts for bank debts; company matters at the High Court; admiralty for ship/cargo claims).
• Arbitration if your contract has a clause—it can run in parallel with interim court measures. (Bangladesh Laws)
• Case theory & evidence audit: What did the contract promise, what failed, and how do we prove quantum? Build a war-room file: the signed contract spine, change orders/SOWs, notices, QA/inspection logs, shipment docs, board minutes, emails/chats, and financials (invoices, LC docs, bank records).
• Negotiation attempt: Without-prejudice letters/meetings; consider standstill agreements (to pause limitation risk) if settlement is serious.

Stage 1 — Filing the suit

• Pleadings:
• Plaint: facts, cause(s) of action, reliefs, valuation for court fees, and a verification.
• Vakalatnama/authority: board resolution/PoA for corporate plaintiffs; authorized signatory proof for defendants later.
• Annexures: contracts, notices, invoices, transport docs, inspection/acceptance certificates, and any relevant statutory filings.
• Jurisdiction & valuation: Pick court by territory (where defendant resides or cause arose) and pecuniary value.
• Scrutiny & numbering: Court office scrutinizes for defects; cure promptly to avoid delay.

Stage 2 — Interim protection (often day 1)

• Temporary injunctions: To preserve the status quo (e.g., stop calls on bank guarantees, restrain misuse of confidential information, freeze dissipation of key assets).
• Attachment before judgment / security: Lock value so a later decree isn’t empty.
• Receivership: Take custodial control over assets or revenue streams in extreme cases.
• Anton-Piller/Mareva-type relief? Bangladesh courts are cautious; frame requests within CPC powers and established principles. (Bangladesh Laws)

Stage 3 — Service & appearance

• The court issues summons; defendants enter appearance and file written statement (defence). Courts can grant time but expect reasons; keep a service log (postal tracking, process-server affidavit, email records if allowed).

Stage 4 — Case management

• Admissions/denials; issues framed: The judge crystallizes what is truly disputed (liability, causation, quantum).
• Discovery: Interrogatories, production and inspection of documents, and notices to admit.
• Commissions: For local investigations, site inspections, or to record evidence where needed. (Bangladesh Laws)

Stage 5 — Evidence & trial

• Plaintiff’s evidence: examination-in-chief (often via affidavit), cross-examination, re-examination.
• Defendant’s evidence follows.
• Experts: accountants, engineers, IT forensics for source code/logs, shipping surveyors—brief them early and align scope with the issues.
• Exhibits & objections: label meticulously; keep an exhibit index and objections chart.

Stage 6 — Arguments & judgment

• Written submissions (with chronology, issue-wise findings sought, and damages math) plus oral arguments.
• Judgment/decree: on liability and reliefs (damages, specific performance, declarations, costs, interest). Ask for clarifications/corrections immediately if any clerical errors appear.

Stage 7 — Post-judgment options

• Appeal (facts + law) to the appropriate appellate forum; second appeal lies on substantial questions of law; revision challenges jurisdictional errors; review for apparent errors on the face of the record.
• Stay of execution may be sought pending appeal (often with conditions).

Stage 8 — Execution (turning paper into money)

• Identify assets: bank accounts, receivables, movables/immovables, ships, shares.
• Modes: attachment and sale, garnishee orders, delivery of property, arrest in rare civil-contempt scenarios.
• Outbound enforcement: to proceed abroad, prepare a certified judgment/decree set, translations, and local-counsel strategy in the enforcement jurisdiction. (Bangladesh Laws)

2) Building the winning case file (what judges expect)

• A clean story: One page that states what was promised, what failed, who noticed whom and when, how much it cost, and which clauses support relief.
• Contemporaneous documents: Emails, meeting minutes, dashboards, photos, inspection reports, and messaging exports.
• Notices that comply: Use the contract’s notice clause (address, method, subject lines), and keep courier receipts, email headers, and delivery logs.
• Damages model: A spreadsheet that ties loss of bargain, cover costs, LDs, interest, and any mitigation to the documents.
• Witness coaching (lawful): Prepare witnesses on process, not answers—explain cross-examination dynamics and the importance of saying “I don’t recall” over guessing.

3) The “Power Trio” in commercial litigation

3.1 Injunctions (speed)

Use where time is of the essence—to stop calls on guarantees, prevent asset dissipation, or halt IP/confidentiality breaches. Show prima facie case, balance of convenience, and irreparable harm. Offer undertakings as to damages if appropriate.

3.2 Summary judgment & admissions (simplicity)

When liability is obvious (e.g., undisputed invoices or admissions), pursue judgment on admissions or summary procedures where available. Keep banker’s books, delivery proofs, and account statements ready.

3.3 Security & receivership (safety)

If the defendant is stripping assets, seek attachment before judgment or a receiver to protect the subject matter or revenue streams pending trial.

4) Discovery that actually discovers

• Interrogatories to pin down positions (who decided, when, based on what).
• Notices to produce precise datasets (ERP extracts, server logs, QA dashboards).
• Third-party discovery for banks, logistics, and auditors (via summons/commission).
• ESI (electronically stored information): Lock down devices, use forensic collections, and preserve metadata; avoid “document repair” after the fact.

5) Quantifying damages like an investor (not a guesser)

• Expectation damages: Put the claimant where it would have been (lost profits, extra costs to cover).
• Reliance damages: Wasted expenditure that would not have been incurred but for the defendant’s promise.
• Restitution/unjust enrichment: Pay for benefits conferred (quantum meruit).
• Liquidated damages: Enforce genuine pre-estimates tethered to measurable KPIs; avoid penalties.
• Interest: Pre- and post-judgment interest—state the contractual rate, else seek court-rate with reasons.
• Mitigation: Keep records of reasonable efforts to reduce loss (alternate supplier, expedited shipping, overtime, rework).

6) Special lanes inside “commercial litigation”

• Money-loan disputes: Specialized money-loan courts move bank/NBFI claims faster than ordinary civil suits—calibrate strategy if you or your counterparty is a lender.
• Company bench matters: Shareholder oppression, reduction of capital, schemes of arrangement, and winding-up.
• Admiralty: Arrest of ships, cargo claims, charterparty disputes—speed is critical for security and settlement.
• IP & confidential information: Interlocutory relief is often decisive; pair with criminal complaints where counterfeiting is blatant.
• Public procurement: Challenge disqualifications/awards via judicial review; watch timelines and standing carefully.

7) When your contract has an arbitration clause

• Respect the clause: Courts normally honor agreements to arbitrate; defendants can seek a stay of the suit to refer parties to arbitration if the dispute falls within the clause.
• Interim measures from courts: Even with arbitration pending (domestic or international), you can still secure injunctions/asset protection through court applications to prevent your award from becoming toothless.
• Enforcement of awards: Domestic awards are enforceable like decrees; foreign awards (under the New York Convention) can be recognized and enforced through the courts, subject to limited defenses. Plan assets & jurisdiction early—where will you collect? (Bangladesh Laws)

8) Playbooks for common commercial fights

8.1 Supply chain breakdown (late/defective delivery)

Day 1–7: Send cure notice, claim LDs, and line up alternate suppliers (“cover”). If stock-outs risk downstream penalties, seek injunction compelling deliveries or restraining termination.
Day 8–30: File suit for injunction + damages with attachment before judgment; consolidate QA reports and customer claims into the quantum model.
Month 2–6: Push for discovery of production logs and transport traces; aim for judgment on admissions if emails confirm default.

8.2 SaaS/tech outage

Seek service-credit payouts, root-cause analysis, and security incident logs. If customer data is at risk, pursue urgent orders for remediation and evidence preservation. Build damages around downtime, remediation spend, and churn.

8.3 EPC performance failure

Conduct performance tests with third-party experts. Call performance securities where contractually permitted; if contested, seek court directions. Claim delay/performance LDs and correction costs.

8.4 JV/shareholder deadlock

Use the shareholders’ agreement: reserved matters, buy-sell, put/call. Seek injunctions to prevent asset stripping; if oppression is real, move the company bench for urgent orders and structured exit.

9) Settlement engineering (so it sticks)

• Terms of settlement/decree: amount, timelines, security, default interest, and a confession of judgment or consent decree where appropriate.
• Release wording: mutual? carve-outs? affiliates?
• Confidentiality and non-disparagement.
• Enforcement plan: pre-signed post-dated cheques/guarantees; escrow arrangements; jurisdiction for enforcement abroad.

10) Appeals & stays — strategy, not reflex

• Grounds first: Identify errors of law, perverse findings, or procedural violations; don’t appeal merely to “buy time.”
• Stay criteria: Balance of convenience, irreparable harm, and triable issues. Offer security to improve prospects of a stay.
• Cross-appeals/cross-objections: Preserve your upside if the other side appeals.

11) Costs, funding & insurance

• Costs follow success (subject to court discretion). Keep a costs file: time sheets, expert fees, document production invoices.
• Funding: Parent guarantees, bank lines, or third-party funding (case-by-case).
• Insurance: Check D\&O, cyber, PI/E\&O, and product liability; notify promptly to avoid coverage disputes.

12) Compliance traps that derail great cases

• Limitation expired because business kept “talking” without a standstill.
• Wrong forum/valuation → dismissal on jurisdictional grounds.
• Defective notices under the contract → termination or LDs fail.
• Evidence tampering or poor chain of custody for ESI → credibility loss.
• Under-stamping/registration gaps on key contracts → admissibility challenges.
• Ignoring the arbitration clause → stay orders and wasted months.

13) The TRW way: speed, security, and settlement leverage

• Speed: Emergency motions within days; TRO-style injunctions where justified; discovery orders that bite.
• Security: Asset-finding, attachments, receivers, and ship arrests to back negotiations with real leverage.
• Settlement leverage: Damages models that public-company CFOs trust; “deal math” that makes choosing settlement rational for the other side.
• Cross-border execution: Coordinating parallel actions in UAE/UK/US/Singapore when defendants or assets sit offshore.
• Sector fluency: EPC tests, SaaS logs, commodity QC, shipping surveys—our trial narratives read like operating manuals, not law textbooks.

14) A 90-Day Litigation Readiness Plan (copy/paste)

Days 1–15

• Legal audit of Top-20 counterparties & contracts (notice clauses, LDs, dispute forum).
• Build a limitation dashboard and start a document hold on high-risk matters.
• Create the war-room index: contract spine, notices, QA/inspection, shipments, finance.

Days 16–45

• Draft template notices (breach, cure, termination, demand).
• Prepare injunction packs (affidavits, exhibits, damages snapshots).
• Map assets (banks, receivables, inventory, ships, IP).

Days 46–90

• Run table-top exercises (late delivery, data leak, guarantee call).
• Pre-brief experts in your sector.
• Approve settlement playbook (ranges, securities, consent-decree templates).

15) Commercial Litigation — TRW Summary Table

16) FAQs — straight answers for busy executives

Is Bangladesh “court-first” or “arbitration-first”?
Both are common. If a valid arbitration clause exists, courts typically refer the dispute to arbitration while still granting interim protection to prevent irreparable harm. (Bangladesh Laws)

How long will a case take?
Timelines vary widely by forum, urgency, complexity, and interim skirmishes. We plan for fast interim relief, push discovery with specific orders, and keep settlement options live.

What are the biggest early mistakes?
Letting limitation run out; sending defective notices; waiting to seek injunctions; and failing to preserve ESI properly.

Can we enforce abroad?
Yes, with local-law steps in the target country. For arbitral awards, New York Convention routes are available; for court judgments, plan recognition strategies and asset maps early. (Bangladesh Laws)

Speak with TRW’s Disputes, Arbitration & Enforcement Team

Phones: +8801708000660 • +8801847220062 • +8801708080817
Emails: info@trfirm.com • info@trwbd.com • info@tahmidur.com
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road

References (max 3)

1. Code of Civil Procedure, 1908 (Bangladesh). Laws of Bangladesh (Ministry of Law). (Bangladesh Laws)
2. Limitation Act, 1908 (Bangladesh). Laws of Bangladesh (Ministry of Law). (Bangladesh Laws)
3. Arbitration Act, 2001 (Bangladesh). Laws of Bangladesh (Ministry of Law). (Bangladesh Laws)