备忘录memo金杜法律备忘录模板.docxVIP

* 的 凡 标 冒 点 号 、 之 句 后 号 均 等 空 表 两 示 格 一 句 终 左 边 距 为 3.00cm  距信纸抬头下边缘 1.30cm 空 一 行 April 29, 2005 PRIVILEGED AND CONFIDENTIAL 空 一 行 Memorandum to: Jeff Wood, Esq. Debevoise Plimpton (Hong Kong) 空 两 行 Chinese Court ’ s Jurisdiction Over AT T 空 两 行 * 此为提纲挈领之部门，可促使作者在 之后的法律分析中紧扣题目， 故有书写 Background 空 一 行 此部分必要 You have asked us to advise whether a Chinese court would have Jurisdiction over ATT in the following transaction: * ATT plans to invest in a Chinese-foreign joint venture company (the “ Joint Venture Company ” ) throughLLC,Pudonganoffshore special purpose vehicle to be established and wholly owned by it. * Once established, Pudong LLC will enter into a joint venture agreement (the “ Joint Ventur Agreement ” ) with two Chinese parties to form the Joint Venture Company. At the request of the Chinese parties, ATT intends to provide a guarantee in the form of a comfort letter (the “ Letter to” ) ensure the performance by Pudong LLC of its obligations under the Joint Venture Agreement. The Letter (a copy of which having been provided to us) expressly provides that it is governed by New York law and subject to the jurisdiction of New York or Federal courts in the United States. The letter is proposed to be signed by ATT and countersigned by the Chinese parties to the Joint Venture Agreement. 右 边 距 为 Question 3.00cm The question is whether ATT will be subject to the jurisdiction of a Chinese court by executing the Letter in the manner as described above. * 客户时间有限，有时只需要简短的 Short Answer* 结论性回答 If a dispute arises from the interpretation or performance of the Joint Venture Agreement and, in the absence of a valid and enforceable arbitration agreement among the parties, a claim is made against Pudong LLC before a Chinese court 上边距为 3.00cm having jurisdiction over the claim, it is likely that ATT will be named as an indispensable party and the Chinese court may decide that, since the Letter is part and parcel of the Joint Venture Agreement, the court should hav