MẪU 02: MẪU FILE LÀM BÀI THI KẾT THÚC HỌC PHẦN

(kèm theo Hướng dẫn số …….. / HD-ĐHNT-KT&ĐBCL ngày …../…../2021 của

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TRƯỜNG ĐẠI HỌC NGOẠI THƯƠNG

BÀI THI KẾT THÚC HỌC PHẦN
Tên học phần: ………………………………
Giai đoạn 1+2, Học kỳ I, Năm học 2021-2022

Họ và tên sinh viên: Lê Mạnh Tuấn Ngày thi: 01/11/2022

Ngày sinh: 01/12/2003 Ca thi: ……………………
Mã sinh viên: 2112450615 Phòng thi: ………………
Lớp tín chỉ: PLUE111(GD1+2-HK1-2122)K60CLC.4 Số trang bài làm: …………

Điểm bài thi Họ tên và chữ ký của giáo viên chấm thi
Bằng số Bằng chữ
GV chấm thi 1:

GV chấm thi 2:

PHẦN BÀI LÀM

I.Short-Answered Questions:
1. If you want to start up an enterprise, which of the following are you choosing: (i) a sole
proprietorship; (ii) a limited liability company or (iii) a joint stock company? Explain your
choice!
Does your preference differ if you are now an employee in the enterprise instead?
Answer:
1. If I want to set up a business, I will choose the form of a joint stock company. Because
this is the type of business that is allowed to have many capital contributors called
shareholders. Unlike a limited liability company with 2 or more members, the minimum
number of shareholders of a joint stock company is 3 and there is no limit to the maximum
number. According to Article 111, Law on Enterprises 2020
1. A joint stock company is an enterprise in which:
a) The charter capital is divided into units of equal value called shares;
b) Shareholders can be organizations and individuals; the minimum number of shareholders
is 03; there is no limit on the maximum number of shareholders;
a) A shareholder’s liability for the company’s debts and liabilities is equal to the amount of
capital contributed to the company by the shareholder;
d) Shareholders may transfer their shares to other persons except for the cases specified in
Clause 3 Article 120 and Clause 1 Article 127 of this Law.
2. A joint stock company has the status of a juridical person from the day on which the
Certificate of Enterprise Registration is issued.
3. A joint stock company may issue shares, bonds and other kinds of securities.

According to Article 74, Civil Code 2015,

“An organization shall be recognized as a legal entity if it satisfies all of the following
conditions”
(a) It was established in accordance with provisions of this Code or other relevant laws
(b) It has an organizational structure pursuant to article 83 of this Code
(c) It has property independent from other individuals and organizations and it is self-
responsible by recourse to its property.
(d) It participates independently in legal relations in its own name
In this essence, a joint stock company can be fully recognized as a legal entity. Also, joint-
stock companies have the right to issue securities of all kinds to raise capital, so raising
capital becomes easier, more flexible, and can raise a larger amount of capital than other
businesses.
If I were an employee in an enterprise, I would still choose the type of business as a joint
stock company because the company's structure is diverse with many departments, ... which
will be extremely diverse for me to choose a job position that matches my strengths.

2. Whenever being drunk, A returns home and sells whatever in the house he sees. After so
many times of explanation and advises, his wife, B, asks People’s Committee where they
live to restrict his capacity by informing in public that he has capacity restricted. Is what B
wants to do legal? Advise B!
Answer:
According to Article 24.1, Civil Code 2015
“At the request of a person with related rights or interests or of a relevant agency or
organization, a court may issue a decision declaring a person whose addiction to drugs or
other stimulants has ruined the property of his or her family as having restricted capacity for
civil acts. The court determines the legal representative of a person with restricted capacity
for civil acts and the scope of such representation.”
In this case, A is addicted to alcohol, leading to him every getting drunk selling his family’s
property which is “ruined the property of his or her family”, therefore the court can labelled
him as “restricted capacity”. Thus, the request of Ms. B to limit Mr. A's capacity is
completely legal and has a legal basis. However, Ms. B's request to the People's Committee
of the place where she resides to limit her act capacity by informing the public about her
husband’s capacity restricted is not within her competence because the competent authority
of Ms. B's request must be the People's Court of the place where she resides.

3. Believing that the number series of 9999 is good for your fate, you are buying a mobile
simcard number of xxxxxx-9999. The seller, initially agreeing so, but then changed his mind
and is replacing it with another number. Do you have to accept the replacement?
Answer:
According to Article 439, Civil Code 2015 “Liability in respect of delivery of property of
incorrect type”
Where a property delivered is of an incorrect type, the purchaser has one of the following
rights:
1. To accept the property and pay the agreed price.
2. To demand delivery of a property of the correct type and compensation for loss and
damage.
3. To cancel the contract and demand compensation for loss and damage if delivery of the
property of an incorrect type causes the purchaser not to be able to achieve the purpose of
entering into the contract.
In the case of a property of various types and where the seller does not delivery correctly
one or a number of types as agreed, the purchaser may cancel the part of the contract
relating to such type of the property and demand compensation for loss and damage.
In the above case, the agreement between me and the seller has been established in the form
of a verbally agreed sales contract, the seller initially agreed to do so, but later changed his
mind and is changing replace it with another number. Thus, the seller has violated the
contract agreement, so the buyer have the right to refuse to receive the goods.
4. You are renting a car to travel to the countryside. When returning the car to the leaser,
you are requested to either refill the car or to pay for the used amount of petroleum. Are you
obligated to do so?
Answer:
According to Article 482, Civil Code 2015 “Return of leased property”
1. A lessee must return leased property in the same condition in which it was received,
normal wear and tear excepted, or in the condition agreed. If the value of the leased property
has decreased in comparison with its condition at the time it was received, the lessor has the
right to demand compensation for any loss and damage, normal wear and tear excepted.
2. Where leased property is moveable property, the place for returning the leased property
shall be the place of residence or head office of the lessor, unless otherwise agreed.
3. Where leased property is livestock, the lessee must return both the leased livestock and
any offspring born during the term of the lease, unless otherwise agreed. The lessor must
reimburse the lessee for expenses incurred in caring for the offspring.
4. Where a lessee is late in returning leased property, the lessor has the right to demand the
lessee return the leased property and to pay rent for the period of delay and the lessee must
compensate for loss and damage. The lessee must pay a penalty for the late return of the
leased property if so agreed.
5. The lessee must bear the risk in relation to the leased property during the period of delay
According to Article 112, Civil Code 2015 “Consumable objects and non-consumable
objects”
1. A consumable object is an object which, after having been used once, loses or is not
capable of retaining its original characteristics, appearance and use functions. A consumable
object may not be the object of a lease contract or of a bailment contract.
2. A non-consumable object is an object which, after having been used many times,
substantially retains its original characteristics, appearance and use functions.
Therefore, if it is clearly agreed in the contract that the lessee must fill up the vehicle with
petrol or pay the used fuel amount to the lessor, it is compulsory to do so. Otherwise, it is
not required.

II. Case-solving problems :

1.A stole a 14-million-VND watch from B. C, by chance, bought the watch from A at half
price when visiting a flea market downtown which was well-known to everybody as a place
marketing stuffs with all types of origins. One year later, B spotted that his watch was in the
hand of C and asked for the return. Advise C!
Answer:
According to Article 127, Civil Code 2015 “Invalidity of civil transactions due to
deception, threat or coercion”
“Any party participating in a civil transaction as a result of deception, threat or coercion has
the right to request that a court declare such civil transaction invalid.
Deception in a civil transaction means an intentional act of a party or of a third person for
the purpose of misleading the other party as to the subject, nature of the entity, or contents of
the civil transaction which has caused the other party to enter into the transaction.
Threat or coercion in a civil transaction means an intentional act of a party or of a third
person which compels the other party to implement the civil transaction in order to avoid
danger to life, health, honour, reputation, dignity or property or that of its relatives.”
In this case, the transaction between A and C can be claimed as invalid due to the watch
being stolen from B. As a result, B has the right to claim the watch from C according to
Article 167, Civil Code 2015 “Right to reclaim moveable property, ownership of which is
not required to be registered from bona fide possessor”
“The owner has the right to reclaim from a bona fide possessor moveable property the
ownership of which is not required to be registered, in the case where such possessor
obtained the moveable property through a contract without consideration to a person without
the right to dispose of such property. In the case where such contract includes consideration,
the owner has the right to reclaim such moveable property if it was stolen [or] lost or in
other circumstances in which possession was obtained contrary to the wish of the owner.”
Because the property of the watch is stolen property, the owner is fully entitled to reclaim
the property. In case Mr. C refuses to return it, B needs to report to the police agency to
make a record of property confiscation to ensure his interests. C should return the watch to B
and ask the competent authority to protect his interests, track down the criminal A to reclaim
his rights in accordance to Article 131.2, Civil Code 2015 “Legal consequences of
invalidity of civil transactions”

“Where a civil transaction is invalid, the parties shall restore [everything] to its original state
and shall return to each other what they have received. If restitution is not able to be made in
kind, it shall be valued in terms of money to return.”
2. “A: I have an Iphone to be sold. Are you interested in it?
B: Sure. How much is it?
A: I will sell it for no less than 10 million VND.
B: 10 million VND is ok; however, I will pay you in 10 days.”
Is there a contract between A and B?
In this case, a contract has not been made between A and B. A has offered to make a
contract of buying an Iphone with B for the price of 10 million VND, which according to
Article 386.1, Civil Code 2015
“Offer to enter into a contract means a clear expression by the offeror of its intention to enter
into a contract and to be bound by such offer made to another determined party or to the
public (hereinafter collectively referred to as the offeree).”
The fact that B will pay 10 million; however he told that he will pay in 10 days meaning B
has made a new contract as he included the condition to pay in 10 days in accordance to
Article 392, Civil Code 2015
“When an offeree accepts the offer to enter into a contract but specifies conditions or
amendments to the offer, the offeree shall be deemed to have made a new offer.”
Which leads to the fact that although A agree with B paying 10 million, however A didn’t
respond to B stating the fact that he would pay in 10 days meaning legally A didn’t accept
the offer given by B in accordance to Article 393.2, Civil Code 2015
“The silence of the offeree shall not be deemed to be an acceptance of the offer to enter into
the contract, unless otherwise agreed or unless it complies with the custom established by
the parties.”
3. Due to the current pandemic, a businessperson went bankrupt and has no remaining
property. Planning to borrow some money from the bank to restart some venture, he is
thinking about either pledging or mortgaging of properties to support his loan dossier. Is the
plan feasible from a legal perspective?
According to Article 292, Civil Code 2015 “Types of security for the performance of
obligations comprise”
1. Pledge of property.
2. Mortgage of property.
3. Performance bond.
4. Security deposit.
5. Escrow deposit.
6. Reserve of ownership rights.
7. Guarantee.
8. Fidelity guarantees
9. Retention of property.
In this case, the use of property pledge and mortgage is acceptable by the bank as it made
the businessperson perform the obligation in the contract made with the bank, in accordance
to Article 293, Civil Code 2015 “Scope of secured obligations”
1. An obligation may be fully or partly secured, as agreed or as provided by law; if there is
no agreement on or if the law does not provide, the scope of the security, then the obligation,
including the obligation to pay interest or fine and to compensate for any damage, shall be
deemed to be fully secured.
2. Secured obligations may be current obligations, future obligations and conditional
obligations.
3. In the case of providing security for future obligations, an obligation which is formed
during the term of security shall be the secured obligation, unless otherwise agreed.
However, it is very difficult to get a bank loan by mortgaging the property or pledging the
property because the current law wants to pledge or mortgage the property owned by that
businessman, but that businessman is bankrupt and has no more assets, which means the
option of pledging and mortgaging assets to borrow capital at the bank of the above
businessman from a legal perspective is not feasible.