CONTRACT

Must be Written ? Just an agreement, must established by 2 or more, it is about the establishment,
modification, rights không nhất thiết là viết, and not all contracts must be in written form.

buying food is a contract or not? Yes, it is just a transaction, it is an agreement, receive the food-> pay
money-> sell the contract

binding (especially of an agreement) that cannot be legally avoided or stopped

When you set out….. -> no chance to change-> need to agree

 Should apply undertaken-> have to ….. with the contract

 Contract-> Law (it becomes laws)

CLASSIFICATION OF CONTRACT

Bilateral: hợp đồng song vụ (every party)

Unilateral contract: hợp đồng đa vụ (one party)

Employment contract: Bilateral, employer and employee-> both

Credit contract: hợp đồng tín dụng, vay vốn: penetral contract, bilateral contract

Hành vi pháp lý đơn phương, hứa thưởng ( ko phải hợp đồng)

Di chúc: Unilateral act: Do not things back, do not a contract, not it just act not a contract

Donate human organ: Unilateral contract

Hợp đông cho tặng tài sản: not back in return-> Unilateral contract

Principal: not depend on another contract

Ancillary:

Credit contract – Security contract (Mortgage: thuế chấp, Pledge: cầm cố, guarantee: bảo lãnh)

Contract for the benefit of the third person: bảo hiệm cuộc sống mua cho con-> lớn lên nó hưởng

Conditional contract: hợp đông có điều kiện, scholarship ( not a contract), probation contract ( all the
right and obligation)->not a ex of conditional contract, House insurance ( only compensate when
accident happens)-> No in that contract actually =, customers have already pay fee, contract have
already performed, body organs -> only happen when you die ( Conditional contract) (happen only when
the event happen)

II) COMMERCIAL CONTRACT

Parties

Objects
Purpose

Form

Governing law

DOANH NHÂN ( BUSINESS MAN) VÀ THƯƠNG NHÂN ( TRADER: article 6 commercial law

Thương nhân : two parties

1) Individual
2) Economic organization

OUR UNI IS A TRADER: Service provider commercial activities ( generating profit)-> not a economic
organization : đơn vị sự nghiệp nhà nước

TRADER: INPENDENT WAY, WORK IN A COMPANY-> NOT A TRADER

OWN OF THE JOIN STOCK COMPANY: is not independent as well-> not the trader

ECONOMIC OR: FORM CTTNHH, CÔNG TY CỔ PHẦN, CÔNG TY HỢP DANH, CÔNG TY TRÁCH NHIỆM HỮU
HẠN 1 THÀNH VI, DOANH NGHIỆP TƯ NHÂN, BÀ BÁN BÁNH TRÁNG NƯỚNG : NOT HAVE BUSINESS
REGISLATION

*) Objects: Goods, service

1) All types of movables, including those to be formed in the future;

2) Things attached to land, land is excluded, all belong to the people

Things attached to land

3) Verbal or written form established by specific acts.

 Didn’t communicate selecting items-> tính tiền
4) What kind of contract should be written? Credit contract, international sales contract,

Form equivalent to the written form: messages on social media, email, thông điệp dữ liệu, all the
message -> electric -> equivalent to the written form , insurance mention on Law on Insurance

ART 4 : Hierachy ( Commercial Law and relevant law)

1) Specific law: govern a specific issue, insurance contract ( The insurance business Law), not directly
mention,

Luật chứng khoán- security- cover first and foremost Law on chứng khoán

Law on Real Estate business: Luật kinh doanh bất động sản

Investment Law, Law on credit Institution luật các tổ chức tính dụng

Law on Advertisement, Law on Electricity, Law on Protection of Consumer Rights, Law on Technology
Transfer, Law on enterperneur

*) Specific law-> Law on Commerce-> Civil Code

 Multiple choice: Company A (seller) located in Binh Thanh district entered into a sale of rice contract
with company B (buyer) located in Binh Tan district. The dispute arose as A failed to deliver non-
conforming rice to B as stipulated in the contract. Which law would be first applicable to settle the
dispute? 1. Law on sale of rice (No) 2. Law on sale of goods ( Available in UK) 3. Commercial Law 4. Civil
Code 5. Law on Enterprises ->3

REVIEW SESSION

1) Sale contract must be made in writing -> False

2) Franchise contract must be made in writing-> True (285) equivalent to written form
3) Commercial contract is governed by the Commercial Law only-> False ( also have been governed by
the other specific law)
4) The applicable law for the contract signed between two Vietnamese companies could be the
Chinese Law if the parties so decide->False Luật Thương mại quốc tế, Allow to choose the foreign,
transaction involve foreign elements

Parties to commercial transactions involving foreign elements may agree to apply

foreign laws or international commercial practices if such foreign laws or
international commercial practices are not contrary to the fundamental principles of
Vietnamese law.
5) The applicable law for the contract signed between two Vietnamese companies whose legal
representatives are Chinese could be Chinese Law if the parties so decide->False, có thể choose Foreign
Law, oversea-> Foreign elements not contract with the Vietnamese Law , chỉ là người đại diện không
tính là parties.

Labour contract – mainly labour code, cival code, all, commercial law, labour not a commercial activity

OFFER AND ACCEPTANCE

1) Offer:
CISG: Contract… ( Công ước về hợp đồng mua bán hàng hóa quốc tế)
Civil Code
*) Criteria for an offer:
Similarity of Art 386.1 & Art 14 CISG
Send the offer- offerer- offeree
To be bound: if the offeree accept-> sign contract-> contract binds to you
Differences: CISG: another condition, sufficiently , goods, quantity and price ( not
mentioned in VietNam)
Under Vn, no compulsory term
Offeree: VN: determined party, Public( Cannot be identified)
Offer on social media-> public
2) “ The offerer in this case the offerer must be the saler and the offeree must be the
buyer”, the offer can be made by both saler and buyer
3) Letter: key character: show passion-> sign contract
4) Just ask for information-> Incury email( thư hỏi hàng)
5) Intention to be bound-> price-> payment
Mua do sieu thi khong tang hang co phai offer khong? La offer (VIETNAM) CISG ( khong
phai là offer)
Remarks
Inquiries
Mass distribution of a catalogue of merchandise
Brochure
Advertisement
Go to the store-> can get the bottle or not?
Invitation to treat-> negotiate not an offer yet-> negotiate to make an offer
Advertise not an offer ( until it out of stock ) still base on the content, not have-> clear
offer
Thinking about the first statement:
1 An advertisement on social media could
WITHDRAWAL AND REVOCATION
Limit the time to withdraw
Can you give the real situation?
The withdrawal reaches the offeree before or at the same time as the offer.
Send by post how can we reach withdrawal-> online platform, message, email, inform I
want to withdraw it
If we send an offer by email how can we withdraw it-> Can’t not be withdrawal, can’t
not delete-> permanent
Cannot read the email-> How do we know the offeree has read?-> CISG ( technology has
not been developed), see the explanation of reaching the offeree in VN’s law (388 clause
2, point b)) b) The offer is placed into the official information system of the offeree;
The differences between withdrawal and revocation
Withdrawal: before or at the same time
Revocation ( longer than the withdrawal)-> just before
Can revoke the offer or not?
Cannot be revoked CISG: In a contract 8 have validity-> send an acceptance to that offer
before or on that day, time the offer to be valid, cannot accept before the beyond,
already mentioned the time for an acception -> irrevocable
Second: Art 16 CISG: didn’t mention the time, commucation between two parties
Offeree need to show the evidence, indication-> irrecocable offer
Comparision
Different: b) Offer can still withdraw it, expand the time to withdraw (359 Civil Code)
Viet nam’s law protect better
Cannot do so in CISG, VN 2 opportunities
CISG 1 condition, time
 Similarity: before or at the same time point a is the same, mention the time
*) Revocation
Similarity: CISG need to reach the offeree
VN just need to receive the notice ( have or haven’t read is OK)

Difference: In VN law have the right to specify the condition have the right to revoke the
offer, CISG is irrevocable offer not good for the offeror, VN not have the exception, VN
also flexible
More beneficial
TRUE/FALSE STATEMENT
2) According to the Vietnam’s Law, the withdrawal is always allowed if the withdrawal reaches
the offeree before he has dispatched an acceptance.
 False , at the same time or before
3) According to the CISG, the revocation is always allowed if the revocation reaches the
offeree before he has dispatched an acceptance
 2 condition, not always true
ii) ACCEPTANCE
3 conditions:
1) The offeree shall accept the entire content of the offer
2) The acceptance shall not be withdrawn
3) The acceptance must be received within the time limitation set forth in the offe
Mirror image: 100% similar, the same, accept the offer unconditionally, are not allow to
change anything from the origin of the offer
VN law: included another condition, not change any condition of the origin, minor or major
any changes lead the new offer not acceptance
CISG: acceptance, it may depends not the changes here, not any changes lead to the new
offer, do not materially alter the terms of the offer constitutes an acceptance
*) Materially alter the term: thay đổi các điều haonr nội dung 1 cách cơ bản
Material breach of the contract: vi phạm nghiêm trọng
Acceptance- do not change the content of the offer ( bilingual ), 19.3 add another version
Delivery term: FOB-> CFR (want to change) change related to the extent of one’s party’s liability
to the other or the settlement of disputes, CFR the price is higher
FOB: Free On Board ( Miễn trách nhiệm trên boong tàu)
CFR: Cost and Freight( tiền hàng cộng cước)
Want Change the court-> Administration (trong tai thuong mai) is it material change? 19.3
statement of the disputes : giai quyet tranh chap, hoàn giá

2) The acceptance must be received within the time limitation set forth in the offer
-> Validity
Forms of acceptance:
Written, Oral form, performing an act
Example: Make a deposit, payment to the contract
Email: Keep silence-> acceptance? -> silence is not acceptance under the law, thoi quen -> moi
lan im lang la acceptance