Why would a Landlord require a Tenant to sign an Offer to Lease that binds the Tenant to the Tenancy Agreement, rather than just the TA itself?
I'm trying to lease retail space at a shopping arcade in Hong Kong. Landlords' Leasing Manager emailed me

&gt;Landlords structured its OTL to bind prospective tenants, even if they don’t sign the formal TA. Once signed by a tenant, the OTL is legally binding and enforceable on the Tenant — partially because the Tenant accepts signing Landlords' standard tenancy agreement, without any opportunity to negotiate it and mitigate risk.

Isn't the OTL superfluous? Why don't we skip the OTL? Why do Landlords even use an OTL? Why don't Landlords ask me to sign merely the TA? 


Now I quote the germane section of the Offer to Lease (OTL) drafted by the Landlord.

&gt;10 Signing of the Tenancy Agreement ("TA") of the Premises

&gt;10.1 The TA  shall be on the terms and conditions contained in the
Landlords' standard *pro forma* tenancy agreement that shall also contain this OTL's terms and conditions.

&gt;10.2 Should the Tenant fail or refuse to execute the TA prepared by the Landlords'
solicitors AND/OR make the payments in accordance with Clause 18(B) AND/OR otherwise
fail to observe the requirements and conditions in this Clause 6, the Landlords may
choose, 

&gt;(i) subject to the Tenant's due observance and performance of all this OTL's terms and
conditions — excepting the obligation in relation to the execution of the Tenancy
Agreement — continue with this binding OTL OR 

&gt;(ii) accept the Tenant's refusal to sign the
Tenancy Agreement AND/OR to make the payments in accordance with Clause 18(B)
AND/OR otherwise failure to observe the requirements and conditions in this
Clause 6 as repudiation of this OTL by the Tenant, 

&gt;(iii) whereupon this OTL shall immediately
cease, AND all deposits paid by the Tenant
under this OTL shall be wholly forfeited to the Landlords as liquidated damages and not as
penalty without prejudice to the Landlords' right to claim any further damages which the
Landlords may have or sustain,

&gt;(iv) PROVIDED THAT nothing in this OTL prevents the Landlords from bringing an action and obtaining a decree against
the Tenant for specific performance either in lieu of the aforesaid damages or in addition thereto,

&gt;(v) AND the Landlords are entitled to re-let the Premises on any terms as it likes.

&gt;6.3 The Tenant shall bear and pay all stamp duty, registration fee and
disbursements arising out of this OTL in full shares with the Landlords as stipulated in Clause
16 of this OTL — notwithstanding any failure by the Tenant for whatever reason to execute the TA.
[{"id": "hbqgmmw", "text": "Why? Because the landlord is a dick. It's making the tenant basically sign a lease unseen, and if you don't agree, the landlord keeps your deposit and/or forces you to abide by the terms of the lease that you agreed to execute in the future.", "replies": [], "depth": 1}, {"id": "hbt0w5c", "text": "This OTL looks like a term sheet. I mostly work with loans and generally a term sheet is signed first outlining what the general terms of the agreement will be before that both sides agree to before any one spends a ton of time on the formal agreement which can take some time. In that case the term sheet acts as a lets not waste eachothers time.\n\nBut happy to be educated if anyone knows better than I do.", "replies": [], "depth": 1}, {"id": "hbvo244", "text": "In my jurisdiction (not Hong Kong) an offer to lease exists but has no binding effect it's like a handshake, and if you go back on the handshake, probably not doing any business with you. \n\nYou can't write a contact that forces you to sign a further contract, that makes no sense, at least not in Canada.\n\nContact your own lawyer or your broker or agent representing you, draft your own OTL. \n\nI would expect no deposit with the OTL. Maybe Hong Kong is super competitive, but damn that's kinda part of doing business as a Landlord where I am from, and there isn't much else to it.\n\nIf they balk at that, tell them you will walk away and find another spot. Remember, it's competitive but you are the landlords customer.\n\nThe offer to lease should be 'subject to your approval of the final form of the lease' Whether that is your landlords lease form or something that deviates from that during your negotiations.", "replies": [], "depth": 1}]