What takes priority: contractual agreement or law?

When is 47(1) applied and when is 47(3) applied. I am not clear still and what are the implications.

Both of these provisions have different implications.

Clause 4 of the agreement says: "The first party (seller) acknowledges that the sold shop is not subject to any lien or mortgage. The first party is also committed to provide security in the event of challenge or maturity and he undertakes to grant usufruct rights to Second Party ".

Secondly, as per the clause 8, he bears all obligations owed by the shop till the date of registration. Bank loan is taken before the date of registration. Nowhere it says it is transferred to us from that date.

Similarly, he is supposed to pay salary to staff till the cut-off date. If he does not pay, it does not become our obligation to pay, unless we have agreed to pay.

-- Clause 4 of the agreement says "The first party (seller) acknowledges that the sold shop is not subject to any lien or mortgage. The first party is also committed to provide security in the event of challenge or maturity and he undertakes to grant usufruct rights to Second Party". --

FOR THIS where is the security? Did he give you a cheque as a security? He gave you usufruct right but he is not there to validate it. The seller breached his obligation so you have to sue the seller. Unfortunately, he is not there.

-- Secondly, as per the clause 8, he bears all obligations owed by the shop till the date of registration. Bank loan is taken before the date of registration. Nowhere it says it is transferred to us from that date. --

FOR THIS you have to understand that if it is a personal loan and he has mortgaged the shop, the bank will have the right to take it and the bank is not suing you it is simply exercising its right over a property which was mortgaged to it. Again the seller breached his obligation so you have to sue the seller. Unfortunately, he is not there.

-- Similarly, he is supposed to pay salary to staff till the cut-off date. If he does not pay, it does not become our obligation to pay, unless we have agreed to pay. --

FOR THIS the company is liable to pay the staff. If he didn't pay why did you buy the premises? Did you check if the same was done? Again the seller breached his obligation so you have to sue the seller. Unfortunately, he is not there.

Indeed Pacta sunt servanda (“agreements must be kept”) the oldest principle of law is applicable, but the irony of the same is you have to sue the seller who is not there.

With best regards,

Mrs. Khan

License for the shop is transferred to us by DED after following all the procedure required by Clause 45(1), in which no one objected to the sale.

Can the bank proceed with taking over the property without informing us even if they know that license has been transferred? Are they not required to follow any legal procedure for this? We have not received any letter or notice from the bank.

Secondly, premises is a leased premises with no assets except some furniture.

There is no real valued thing to mortgage. Basically what we took over by purchase is only goodwill and client base.

Dear Sir,

I would love to help you further but you should understand for any lawyer to give you proper advice we have to review the documents as Mr. Abdul Raheem rightly said. It is better to consult a lawyer to help you.

Transfer of license is simple and certainly, there won't be any objection as it is not sale AFTER publication in the newspaper. If the bank will not receive its payment it will proceed to follow the procedure to attach the commercial property which you will know eventually.

With best regards,

Mrs. Khan