TIPS
- Remember to mark the proposal as WITHOUT PREJUDICE. Without prejudice means it cannot be produced as an exhibit in Court (unless the maker voluntarily discloses it first).
- Identify what your client wants, how he/she wants it.
- Identify what your client can offer to your opponent's client, how your client wants to do it, and when.
- Include dateline to accept offer!
- No further claims.
- Expressly reserve your client's rights.
SAMPLE CONTENT
We refer to the above matter, to our letter dated [when] / telephone conversation between [who] and [who] on [when].
Strictly on a without prejudice basis, we are instructed by our client to propose the following terms and conditions, as full and final settlement of the above matter:-
(a) Your client should pay a sum of [amount] to our client, particulars of which are as follows:-
(i) A sum of [amount], being our client's initial share capital contribution.
(i) A sum of [amount], being our client's initial share capital contribution.
(ii) A sum of [amount], being commission owed to our client for the period of [date]
(iii) A sum of [amount], being our client’s salary for the period of [date] to [date] or until date of the settlement.
(b) The payments stated in paragraph 2 (a) above shall be made by your client to us as solicitors of our client, on or before [date].
(c) In consideration of payment under paragraph 2 (a)(i) above, our client will transfer all its shares to a person nominated by your client. In this respect:-
(i) Kindly forward the relevant shares transfer form duly executed by your client to us for our client’s execution on or before [date]; and
(ii) Upon receipt of payment stated in paragraph 2 (a) above and within 5 days from the date of receipt of payment, we should forward the duly executed shares transfer form to you for your onward transmission to your client.
(d) In relation to paragraph 2 (a)(ii) above, your client is required to provide our client with the actual total number of sales which has been audited by your client’s auditor on or before [date].
(e) Our client should withdraw the above matter against your client with no liberty to file afresh and with no order as to costs.
(f) The above terms shall constitute full and final settlement of all claims, rights, actions and/or recourse that our client may have against your client, and your client may have against our client.
3. Kindly revert with your client’s agreement on the above terms on or before [date], failing which this settlement proposal will automatically lapse. We look forward to your client’s favourable response.
4. For the avoidance of doubt, our client expressly reserves all its rights.
(iii) A sum of [amount], being our client’s salary for the period of [date] to [date] or until date of the settlement.
(b) The payments stated in paragraph 2 (a) above shall be made by your client to us as solicitors of our client, on or before [date].
(c) In consideration of payment under paragraph 2 (a)(i) above, our client will transfer all its shares to a person nominated by your client. In this respect:-
(i) Kindly forward the relevant shares transfer form duly executed by your client to us for our client’s execution on or before [date]; and
(ii) Upon receipt of payment stated in paragraph 2 (a) above and within 5 days from the date of receipt of payment, we should forward the duly executed shares transfer form to you for your onward transmission to your client.
(d) In relation to paragraph 2 (a)(ii) above, your client is required to provide our client with the actual total number of sales which has been audited by your client’s auditor on or before [date].
(e) Our client should withdraw the above matter against your client with no liberty to file afresh and with no order as to costs.
(f) The above terms shall constitute full and final settlement of all claims, rights, actions and/or recourse that our client may have against your client, and your client may have against our client.
3. Kindly revert with your client’s agreement on the above terms on or before [date], failing which this settlement proposal will automatically lapse. We look forward to your client’s favourable response.
4. For the avoidance of doubt, our client expressly reserves all its rights.
