This note summarises high‑level considerations for international parties who choose Bangladeshi law to govern their commercial agreements. It is written from a London (England & Wales) perspective and is intended to help sophisticated counterparties and in‑house teams frame the key legal and practical issues when drafting, performing and seeking to enforce contracts with a Bangladeshi law governing clause.

Overview: legal framework and core principles

Bangladeshi contract law has its roots in the common law tradition and recognises the basic contractual doctrines familiar to international practitioners: offer and acceptance, consensus, consideration, capacity and legality of purpose. Parties are free to select Bangladeshi law as the governing law of their agreement, but the choice will affect interpretation, available remedies and formalities (such as any requirements for writing or registration in specific sectors).

Key elements typically relevant under Bangladeshi law

Although drafting should always be tailored to the transaction, the following elements are regularly material when assessing contractual validity and enforceability under Bangladeshi law:

• Clear offer and unequivocal acceptance establishing consensus ad idem.
• Consideration or equivalent obligation to support enforceability.
• Capacity of the parties to contract and any corporate or regulatory approvals that may be required.
• Legality of the contract’s purpose and compliance with any sector‑specific controls (for example, foreign investment, real estate, or export controls).
• Formalities: whether writing, signature, or registration is required for particular types of contracts.

Practical considerations for London‑based and international parties

• Governing law clause: make the choice explicit and specify which law (for example, “the laws of Bangladesh”). Consider whether English law alternatives or hybrid clauses are more appropriate depending on enforcement strategy.
• Dispute resolution: arbitration may offer enforceability advantages; if litigation is chosen, consider the consequences of selecting Bangladeshi courts versus English courts and any issues of jurisdiction, service and forum non conveniens.
• Enforcement: if you may need to enforce a judgment or award outside Bangladesh (for example in England & Wales), plan for recognition and enforcement routes at the drafting stage and consider arbitration seated in a jurisdiction convenient for enforcement.
• Due diligence and local inputs: obtain local counsel advice on sectoral requirements, registration, tax implications and public policy issues that may affect enforceability.
• London office contact: Holborn Gate, 330 High Holborn, London, WC1V 7QH, England (for general enquiries only).

Checklist: drafting and execution steps

1. Define governing law and jurisdiction/arbitration clause clearly.
2. Confirm required formalities and registration in Bangladesh for the contract type.
3. Obtain corporate authorisations, board minutes and statutory approvals as necessary.
4. Consider escrow, performance security or transferable rights if cross‑border enforcement is anticipated.
5. Plan dispute escalation and preservation of evidence with parties in different time zones.

Jurisdiction and sources

Key primary sources and official repositories for further, jurisdiction‑specific research include:

• Contract Act, 1872 (Bangladesh)
• Supreme Court of Bangladesh (judicial decisions)
• Bangladesh Law Commission
• Civil Procedure Rules and Ministry of Justice publications (England & Wales)
• Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and other relevant international instruments

General information only; not legal advice and not a substitute for advice on a particular matter.