FOREIGN TRADE UNIVERSITY HCMC CAMPUS

I. ---------***---------

INTRODUCTION TO LAW
FINAL EXAM

Major: International Economics

CRITICAL ELEMENTS
WHEN ENTERING A CONTRACT WITH APPLE
AND GOOGLE

Name: Văn Nhật Nguyên

Student’s ID: 2211155013
Class: K61CLC4 - ML540
Department of Economics and Law,
Foreign Trade University HCMC
Campus
PLUE111: Introduction to Law
Tran Thanh Tam, LLM, PhD Candidate
Ho Chi Minh City, December 13, 2022
 Critical Elements When Entering a Contract With Apple and Google

Name: Văn Nhật Nguyên

Student’s ID: 2211155013
Class: K61CLC4 - ML540
Department of Economics and Law, Foreign Trade University HCMC Campus
PLUE111: Introduction to Law
Tran Thanh Tam, LLM, PhD Candidate
December 13, 2022

Grade (in number) Grade (in words)

Examiner 1’s signature Examiner 2’s signature

Invigilator 1’s signature Invigilator 2’s signature

 BACKGROUND
In our modern day, the most pressing worry for societies and governments across the
globe is the enhancement of education. Vietnam is not a special case. In the case of Mr. Duc
Trang, a Vietnamese Master of Science, he intends to apply his own knowledge and invention
to the field of education in order to develop ways for teaching and studying mathematics. Mr.
Duc Trang must address a number of legal concerns in order to establish a business and
engage in contracts with Google and Apple for a stronger basis. This essay will address for
him this education contract-related concern.
Overall, this contract must contain a number of aspects to address these contractual
issues. Due to the fact that this has both foreign and domestic parts, he must rely on both
Vietnamese law and the terms and conditions of Google and Apple. Specifically, the contract
is governed by the Vietnam Civil Code 2015 and Vietnam Law on Commerce. Offer and
Acceptance, Capacity, Voluntary Consent of the Parties, Legality, and Contract Forms are the
main terms for this. This paragraph is followed by a detailed explanation and potential
solutions for any unforeseen issues. Moreover, following addressing the contract's primary
structure, there will be a discussion of the issue's reality-based implications.

CONTRACTS
Article 664, Clause 2 of the Vietnam Civil Code (2015) states, "Where an
international treaty to which the Socialist Republic of Vietnam is a party or the law of
Vietnam stipulates that the parties have the right to choose [the applicable law], the law
applicable to a civil relation involving a foreign element shall be chosen by the parties." This
circumstance only publicizes the primary objects in Vietnam so that, notwithstanding the
presence of foreign elements, the contract can be governed by Vietnamese law.
Article 385 of the Vietnam Civil Code (2015) defines a contract as an agreement
between parties establishing, modifying, or terminating civil rights and obligations. This
requires the participation of at least two parties; additionally, Google and Apple have
identified themselves as legal entities, therefore Mr. Duc Trang's parties are the only ones
remaining. As the need for someone to build his own business increases, this company will
be the only one remaining. Therefore, he must establish his firm in accordance with Article
17, Clause 1 and 2 of the Law on Enterprises (2020) and Chapter III, Section 2 of the Law on
Enterprises (2020) to describe it as a Single Member Limited Liability Company (LLC).

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 Previously, Mr. Duc Thang had distinct ideas for his own app development.
Moreover, he intends to use Google and Apple's platforms to promote the community,
particularly among students. This unique idea can be readily stolen from social networks;
therefore, he must register intellectual property rights for his product. For this aspect, he must
refer to Article 9, Intellectual Property Law (2005).
Mr. Duc Trang must present an offer letter describing the parties' respective
obligations and responsibilities if he wishes to offer Google and Apple to advertise his
software. Furthermore, an offer must include a number of terms in order for the offeree to
completely appreciate and respond with acceptance. This offer must include responsibilities
and obligations, such as compensation for following through on the offer letter. The value
received can be monetary, actionable, or event-based. Indeed, the offer is not considered an
offer until it is received by the offeree. The offeree may make a counteroffer. The prior offer
is canceled when a counteroffer is made, and new negotiations begin. He must refer to Article
386, Clause 1 of the 2015 Vietnam Civil Code for this element: "Offer to enter into a contract
implies a clear expression by the offeror of its intention to form a contract and to be bound by
such offer made to another determined party or to the public (hence referred to collectively as
the offeree)." As previously said, he must adequately clarify the terms, obligations, and rights
of both parties.
When an offer is made, the other person has the opportunity to respond. When the
offeree agrees in full to the provisions of the offer letter, it becomes an acceptance; otherwise,
if the offeree modifies any terms or conditions, it becomes a new offer (Article 393, Vietnam
Civil Code, 2015). If Google and Apple get the offer letter from Mr. Duc Trang's company
and agree with the complete content, they will grant him an acceptance within the time frame
specified. If they want to change any of the terms or conditions, the letter they send to Mr.
Duc Trang's office will be considered a new offer. This cycle may continue until both sides
reach an amicable agreement.
For the established civil transaction, the parties have the necessary civil legal
knowledge and civil performing skills. Civil legal capacity is defined in Article 86, Vietnam
Civil Code (2015) as a legal entity's ability to have civil rights and obligations. This means
that Mr. Duc Trang's company has the full legal capacity to operate as a legal entity and enter
into contracts after properly registering for business and putting in place measures to preserve
the app's ownership. Furthermore, because Google and Apple are legitimate organizations,
they can legally enter into a contract with Mr. Duc Trang (Article 72, Vietnam Civil Code,
2015).

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 Based on Articles 126 and 127, Vietnam Civil Code (2015), the parties must be aware
to enter into a contract because civil transactions can be misunderstood or rectified, which
leads to the invalidity of the contract and creates threat or coercion for the other party
entering this contract. If Mr. Duc Trang fails to comply with the terms and conditions of
Google and Apple, or if Google and Apple fail to promote his app positively and legally
(promote and develop through illegal channels or not satisfy the main users), the contract can
be canceled. On the other hand, if two parties could go to a consent that both satisfies, the
validity of the original contract could have remained or it can be different from the original
one.
Purpose and Content of the contract: The parties stated above have the right to agree
to the contract's terms under Article 398, Clause 1, Vietnam Civil Code (2015). A contract
may also include the following provisions: "(a) Contract subject matter; (b) Quantity and
quality; (c) Price and method of payment; (d) Time-limit, place, and method of performance;
(dd) Rights and obligations of the parties; (e) Liability for breach of contract; and (g) Method
of resolving disputes." (Article 398, Clause 2, Vietnam Civil Code 2015) In this case, Mr.
Duc Trang has the authority to negotiate the terms of the contract with Google and Apple and
to handle the ultimate outcome. Furthermore, they could determine whether sections of the
contract are necessary and should be included or excluded. In addition, due to Article 123,
Vietnam Civil Code (2015), “Social morals are standards of general behavior in social life,
which are recognized and respected by the community.” Therefore the contract Mr. Duc
Trang enters needs to include standard-related issues or behavior which is plausible for the
society and community. For example, in the app, Mr. Duc Trang’s company needs to create a
theme and vocabulary which is suitable for children and educational enough for studying.
Last but not least, the forms of contract are so foremost that they decide the quality of
the contract (offer). Article 119, Vietnam Civil Code (2015) states that no matter what forms
(verbal, in writing, or through specific acts; data messages) parties choose to send an offer, it
is valid. But for the case that Google and Apple regulate that “a civil transaction must be in
writing, notarized, certified [and/or] registered” (Article 119, Clause 2, Vietnam Civil Code,
2015), Mr. Duc Trang must comply with this rule to use the right format of the contract to
approach the co-operation with these two.
In a similar case, in reality, the development of the app Duolingo has been receiving
great attention from the public in Vietnam. In General, it is an app that helps users study
various kinds of languages in the world. But the main factor here is that the marketing plan

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for this app is outstanding nowadays. At the first glance, people assume that this app is really
used by a large number of people, however, it is based on numerous advertising contracts
between the foreign operating company and the Vietnamese advertising company. With the
purpose of creating a new way to study languages through easier and faster approaches, this
company signed contracts with advertising companies in Vietnam to receive reimbursement
for the skyrocket of revenue and profit via the number of users increased.
From the perspective of the Vietnamese advertising companies, when they want to
send services to offer to Duolingo, they need to do those steps in the process mentioned to
ensure they can reach the aim of collaboration effectively. Also, the key elements here are
still Offer and Acceptance and 4 conditions to make a contract Validity. The similarities with
the case above can be listed: the foreign elements, the Offer to a big company in the world,
the main topic of the subjects being education, and the offeror being Vietnamese. However,
the differences are the offeror in the first case is the owner of intellectual products, while the
offeree, in this case, is the owner of intellectual products. But for the insight, these two cases
are still contractual issues between two parties from different nations whose aim is to develop
educational apps for learners.

CONCLUSION
This essay has resolved the legal issue of establishing a corporation, acquiring
intellectual property ownership, and dealing with the fundamental aspects of a legal contract
for Mr. Duc Trang. The primary body process is broken into three major parts: The first three
steps are to verify that the conditional term of entering into a contract is met, the Offer and
Acceptance form provides fundamental information regarding civil transactions, and the final
four procedures ensure that the contract Mr. Duc Trang creates is valid and can be accepted.
Mr. Duc Trang can completely comprehend the law he needs to base his decision on and the
method he needs to follow after mentioning and solving these three steps.

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 REFERENCES
Cucu, E. (2022, October 04). Duolingo's tiktok strategy - tactics and insights: Socialinsider.

Retrieved December 13, 2022, from https://www.socialinsider.io/blog/duolingo-

tiktok-strategy/

Eisenberg, M. A. (2018, November 18). The elements of a contract. Oxford Scholarship

Online. doi:10.1093/oso/9780199731404.003.0027

Law on enterprises 2020. (2022, February 28). Retrieved December 13, 2022, from

https://lawfirmvietnam.com/en/law-on-enterprises-2020/

Learn a language for free. (n.d.). Retrieved December 13, 2022, from

https://www.duolingo.com/terms

Vietnam Civil Code 2015 - The Law No. 91/2015/QH13. (2020, July 27). Retrieved

December 13, 2022, from https://vietanlaw.com/the-law-no-91-2015-qh13/

Vietnam intellectual property law - no. 50/2005/QH11. (2020, December 31). Retrieved

December 13, 2022, from https://vietanlaw.com/vietnam-intellectual-property-no-50-

2005-qh11/