COURSE SYLLABUS

(Attached to the Decision No: ………/QĐ-ĐHNT dated / / of the

President of Foreign Trade University)

Course title : 1980 Vienna convention on contracts for international sale of

goods
Course code : PLUE434
Faculty : Law
Department : International Business Law
Credit(s) : 03
Prerequite(s) : International Private Law (PLUH311)

1. INSTRUCTOR(s) INFORMATION
N Instructors’ name Email Phone number
o
1 Associate, Prof. Nguyen hangnm@ftu.edu.vn 0904145514
Minh Hang
2 Dr Nguyen Ngoc Ha hann@ftu.edu.vn 0948180683
3 Dr Vo Sy Manh manhvs@ftu.edu.vn 0904547699
4 LLM Do Viet Anh Thai dovietanhthai@ftu.edu.vn 0904860807
5 LLM Nguyen Thi Quynh Yen Yenntq@ftu.edu.vn 0965651024

2. COURSE DESCRIPTION
This is an optional major course designed for International Business Law students. Not
only Students are equipped with fundamental knowledge of CISG and International sale
contract, such as: Overview of CISG, sphere of application, interpretation and application
principles of CISG, contract execution and remedies for breach of contract, they are also
taught skills to resolve arising issues related to formation and execution of international
sale contract under CISG.
3. COURSE LEARNING OUTCOMES

3.1. Course Learning Outcome for knowledge, skills, level of autonomy and
responsibility

On completion of this course, the students should be able to:

3.1.1. Knowledge

CLO1: Apply fundamental knowledge of CISG;

CLO2: Analyze cases in which CISG is applied for international sale contract;
CLO3: Apply fundamental principles to interpret and apply CISG;
 CLO4: Analyze CISG’s provisions regarding formation of contract, rights and
obligations of seller, buyer, remedies for breach of contract.
3.1.2. Skills
On completion of this course, students should be able to:
CLO5: Review risks during formation of international sale contract;
CLO6: Give advices on issues of formation and performance of international sale
contract under CISG;
CLO7: Apply CISG to tackle arising problems during formation and performance of
international sale contract.
3.1.3. Level of autonomy and responsibility
CLO8: Proactively, confidently approach legal issues of international sale contract
and CISG;
CLO9: Be aware of legal issues when participating in international sale contract;
CLO10: Comply strictly both law on contract and international sale contract.
3.2. Matrix of Course Learning Outcome’s contribution to the
Program Learning Outcomes
Course Program Learning Outcomes (PLO)
Learning
Outcome 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
CLO1 x x x x
CLO2 x x x x
CLO3 x x x x
CLO4 x x x X
CLO5 x x x x x x x
CLO6 x x x x x x x
CLO7 x x x x x x x
CLO8 x x x x x
CLO9 x x x x x
CLO10 x x x x x
Học phần 0 2 3 5 3 4 5 5 5 4 3 4 4 4 4 5

4. MATERIALS
4.1. Textbook (s)
1. Nguyen Minh Hang (Chief Author), 20..., CISG và hợp đồng mua bán hàng hoá
quốc tế CISG and International contract for sale of goods, … Publishing house.
4.2. Compulsory reading (s)
2. Vietnam Civil code 2015
3. Vietnam Commercial law 2005
4. Vienna convention on contract for international sale of goods (CISG)
 5. Nguyen Minh Hang (Chief Author), 2016, 101 questions and answers regarding
Vienna convention on contract for international sale of goods (CISG), Youth publishing
house.
6. Ministry of Industry and Trade, 2019, Understanding CISG from typical cases,
http://legal.moit.gov.vn/default.aspx?
page=news&do=detail&category_id=10&news_id=1200&rand=636995851043858764
7. UNIDROIT Principles of International Commercial contract 2016
8. Incoterms 2010/2020

4.3. Optional reading (s)

1. Nguyen Minh Hang (Chief Author), 2012, Textbook in International Business
Law, Vietnam National University Press
2. Nguyen Thi Mo (Chief Author), 2012, Textbook in law on foreign economic
activities, Information and Communications Publishing house, Hà Nội.
3. VCCI, 2002, 50 selected international arbitral awards, Hanoi
4. VCCI & Danida, 2007, Selected international arbitral awards, Judicial publishing
house, Hanoi
5. ICC model contract for international sale of goods
6. ITC model contract for international sale of goods
4.4. Website:
1. http://www.cisgvn.org
2. www.uncitral.org
3. www.cisg.law.pace.edu
4. www.unilex.info
5. www.cisgac.com

5. COURSE CONTENT AND SCHEDULE

5.1. General content, schedule:
Time Allocation
Hour(s) on the class Self-
study Contributio
No. Practice, with the n to Course
Content
Lectur Seminar Essays, teacher’ Learning
e … exercise, s Outcome
assignmen tutorial
(1) (2) ts (3) s (4)
Chapter 1: Overview of 1,5,6,7,8,9,1
1 4 2 3 10
CISG 0
Chapter 2: Sphere of 2,5,6,7,8,9,1
2-3 4 2 4 10
application of CISG 0
4-5 Chapter 3: Interpretation 4 2 4 10 3,5,6,7,8,9,1
and Application
 principles of CISG in 0
Vietnam
Chapter 4: Formation of 6 3 4,5,6,7,8,9,1
6-7 6 15
contract 0
Practice: Subject 1,2,3,4,8,9,1
8-9 2 1 0 10
“Contract drafting” 0
Chapter 5: Contract
10- performance and 1,2,3,4,5,
8 2 8 10
12 remedies for breach of 6,7,8,9,10
contract
Practice: Subject
13- “Dispute resolution of 0 2 1,2,3,8,9,10
0 10
14 International sale
contract under CISG”
Review 1,2,3,4, 5, 6,
15 2 1 0 5 7, 8,9,10
Total (hours) 30 15 25 80 150

5.2. Detailed conten

No. Teaching Hour(s) Content Contribution
activities to CLO
1 Lecture 2 Chapter 1. Overview of CISG 1,5,6,7,8,9,10
Practice, Seminar 1 1.1. Evolution and history of CISG
1.2. Purposes, Characteristics and the
Role of CISG in international
commercial
1.3. Content of CISG
Essays, exercise, 0 Give comments on Vietnam’s process to
assignments participate in CISG.

Self-study with 5 Read material No [1, ch.1]

the teacher’s
tutorials Read material No [4]
Assessment 1. CISG: A document harmonizing substantive
applicable laws in International Business Law?

2. Analyze the role of CISG in international

commercial
 3. Analyze the advantages of Vietnam when
participating in CISG.
Lecture 2 Chapter 2 - Sphere of CISG application 2,5,6,7,8,9,10
Practice, Seminar 1
2.1. Sphere of application of CISG in
terms of space and time.
2.2. Application of CISG to mixed
contracts (goods and services)
2.3. How to choose CISG as an
applicable law for contracts
Essays, exercise, 2
assignments
Self-study with 5 Read the textbook [1, Chapter 2];
the teacher’s
tutorials Read CISG, from Article 1 to Article 6
2 Read reference materials No [8], [9], [10]
regarding sphere of application of CISG.
Assessment - What is an “International contract” under
provisions of CISG? Compare it to Vietnamese
laws.
- Analyze the “indirect application” mechanism
of CISG. Explain why did the Article 1.1.b of
CISG expand significantly sphere of application
of CISG.
- Situations in which CISG is applied to mixed
contracts?
- Analyze sphere of application in terms of time
under CISG.
3 Lecture 2 Chapter 2 – Sphere of application of 2,5,6,7,8,9,10
Practice, Seminar 1 CISG (continued)
Lectures:
2.4. Exclusions of CISG
2.5. Reservations and applicable notes
- Practice, group discussion: Determine
applicable laws for contract for sale of
 goods in given situations.
Essays, exercise, 2
assignments
Self-study with 5 Read the textbook [1, Chapter 2];
the teacher’s
tutorials Read CISG, from Article 1 to Article 6
Read reference materials No [8], [9], [10]
regarding sphere of application of CISG.
Assessment (….) - Situations in which parties exclude the application of
CISG?
- If parties in an international sale contract agree that
Vietnamese law is applicable law, whether CISG is
excluded?
4 Lecture 2 Chapter 3 – Application and 2,3,8,910,
Practice, Seminar 1 Interpretation principles of CISG in 12
Vietnam
3.1. Application principle of CISG under
Article 7
- Internationality
- Consistency
- Principle of good faith
Mid-term test
Essays, exercise, 2
assignments
Self-study with 5 Read the textbook [1, Chapter 3];
the teacher’s
tutorials Read CISG, from Article 7 to Article 8
Read Reference materials [8], [9], [10]
regarding Interpretation principles of CISG
and intention of parties in a contract.
Assessment (….) 1. Analyze principles of explaination of CISG.
2. The contribution of internationality of CISG into
interpretation of the Convention? Give example.
3. Analyze the role of principle of good faith in
interpretation of CISG. In Cereal case,1 how did the
Court apply this principle to explain and apply CISG?
1
Germany 13 February 2013 Appellate Court Naumburg (Cereal case) xem tại
https://cisgw3.law.pace.edu/cases/130213g1.html (truy cập ngày 23/09/2020).
 4. Analyze the role of case law on interpretation
and application of CISG
5. Analyze the gap-filling principle of CISG and its
applicable issues?
6. Situations in which Vietnamese law is applied to
fill the gap of CISG and its applicable issues?
How did application principles of custom and usage in
International business is regulated under CISG?
Lecture 1 Chapter 3 - Application and 3,5,6,7,8,9,10
Practice, Seminar 2 Interpretation principles of CISG in
Vietnam (continued)
I.2. Interpretation principle of
contract under Article 8.
- Interpretation according to one
party’s intention.
- Objective Interpretation
Essays, exercise, 2 Group discussion:
assignments
1. In case Filanto v. Chilewich,2 what
provision of CISG was applied by
the Court to explain parties’
activities?
5 2. In case Raw Materials v Manfred
Forberich GmbH, the Course
reasoned that in applying Article 79
of the CISG, the Court will use as a
guide caselaw interpreting a similar
provision of §2-615 of the UCC.
This reason is given after the
plaintiff argued that the Federal
court of the United States did not
explain and interpret Article 79 of
CISG specifically while case laws on
exemption of performance under
UCC could be used to interpret
Articles regarding exemption of
performance under CISG as they are
similar to Article 79 of CISG.
2
United States 14 April 1992 Federal District Court [New York] (Filanto v. Chilewich)
http://cisgw3.law.pace.edu/cases/920414u1.html (truy cập ngày 23/09/2020).
 2.1. Give opinions about the
application of § 2- 615 UCC to interpret
Article 79 CISG.
2.2. Provide methods that could be
used by Dispute resolution bodies to
interpret Article 79 CISG
3. The Applicable law was regulated
under the contract for sale of medical
equipments between a Vietnamese
and a British company as the
followings :
“Article 7. Applicable law and
guiding principles
7.1 Questions relating to this
contract shall be governed by the United
Nations Convention on Contracts for the
International Sale of Goods (hereafter
referred to as CISG).
7.2 Questions not covered by the
CISG shall be governed by the UNIDROIT
Principles of International Commercial
Contracts (hereafter referred to as
UNIDROIT Principles).”
Give opinions about this Article.
Self-study with 5 Read the textbook [1, Chapter 3];
the teacher’s
tutorials Read CISG, from Article 7 to Article 8
Read Reference materials [8], [9], [10]
regarding Interpretation principles of CISG
and intention of parties in a contract.

Assessment Students should be able to list methods to interpret

contracts under CISG and Vietnamese law.
6 Lecture 1 Chapter 4 - Formation of contract 3,5,6,7,8,9,10
Practice, Seminar 2
4.1. Offer
 Defintion of Offer
Validity conditions of an Offer
Withdrawal and revocation of Offer
4.2 Offer Acceptance
Definition
Validity conditions
Withdrawasl of Offer Acceptance
Essays, exercise, 2
assignments
Self-study with 5 Read the textbook [1, Chapter 4];
the teacher’s
tutorials Read CISG, from Article 14 to 24;
Read reference materials No [8], [9], [10]
regarding Formation of contract.

Assessment 1. Does an offer to the public abide the Offeror?

2. List fundamental terms of an Offer?
3. Is it mandatory to regulate the effective time of
an Offer? Time when an offer comes into effect?
4. Distinguish withdrawal and revocation of an
Offer.
5. Is it possible if the form of an offer acceptance
is different from that of offer?
6. Does an offer acceptance exist if the Offeree
remain silent when receiving the Offer?
7. In case the Offer does not regulated its effective
time, how long will the Offeree have to reply?
Compare provisions regarding Offer and Offer
Acceptance of CISG and Vietnam Civil Code 2015.
7 Lecture 2 Chapter 4 – Formation of Contract 4,5,6,7,8,9,10
Practice, Seminar 1 (continued)
4.3. Time and location of an effective
contract
 4.4. Content of a contract
4.5. Divide students into group to discuss
given cases

Essays, exercise, 2
assignments
Self-study with 5 Read the Textbook [1, Chapter 3, page 123
the teacher’s
– 140];
tutorials
Read [2], [4], [5];
Read Reference materials [8], [9], [10]
Assessment - Will a late Acceptance form a new contract?
- How to accept an Offer to create a contract?
- Is it possible to withdraw an Acceptance?
- Determine the time when the contract becomes
effective.
- What are the terms of a contract?
Lecture 2 Practice: Subject “Contract Drafting” 4,5,6,7,8,9,10
Practice, Seminar 1 10-15 minutes
Each group presents in 15-20 minutes
After one group’s presentation, other
groups give comments and ask questions
8 Lecturer give comments: 5 minutes
Essays, exercise, 2
assignments
Self-study with 5 Study ICC and ITC model contract for
the teacher’s international sale of goods (provided by
tutorials Lecturer)
Assessment Contract review procedure?
9 Lecture 2 Practice: Subject “Contract Drafting” 4,8,9,10
Practice, Seminar 1 (continued)
Each group discusses within 10-15 minutes
Each group presents within 15-20 minutes
After one group’s presentation, other
groups give comments and ask questions
 Lecturer give comments: 5 minutes
Essays, exercise, 2
assignments
Self-study with 5 Study ICC and ITC model contract for
the teacher’s international sale of goods (provided by
tutorials Lecturer)
Assessment Contract review procedure
Lecture 2 Chapter 5 – Contract performance and 1,2,3,4,8,9,10
Practice, Seminar 1 Remedies for breach of contract
5.1 Obligations of the seller
- Delivery of the goods
- Handing over of documents
- Conformity of the goods
- The seller’s obligations to sign contracts
of carriage and insurance.
- The seller’s obligations regarding third
parties rights over the goods.

5.2. Obligations of the buyer

- Payment of the price
10
- Taking delivery
- Examine the goods
Essays, exercise, 1 According to the specific requirements of the
assignments lecturer/expert
Self-study with 10 Read the textbook [1, Chapter 5]
the teacher’s
tutorials Read CISG, from Article 25 to Article 75
Read the reference materials No. [8], [9],
[10] regarding rights and obligations of
parties, remedies for breach of contract

Assessment - The seller’s obligations under CISG? Compare

to them to provisions of Vietnamese law
- The buyer’s obligations under CISG? Compare
to them to provisions of Vietnamese law
 Lecture 2 Chapter 5 – Contract performance and 1,2,3,4,5,
Practice, Seminar 1 remedies for breach of contract 6,7,8,9,10
(continued)
5.3. Remedies taken for breach of contract
by the seller
- Performance of contract
- Contract cancellation
- Price reduction
- Damages compensation
- Partial contract cancellation
- Measures taken for delivery of the goods
before the date for delivery by the seller
- Measures taken for delivery of
outnumbered goods by the seller
- Remedies for breach of contract by the
11 seller and the buyer
Essays, exercise, 2
assignments
Self-study with 5 Read the textbook [1, Chapter 5]
the teacher’s
tutorials Read CISG, from Article 25 to Article 75
Read the reference materials No. [8], [9],
[10] regarding rights and obligations of
parties, remedies for breach of contract

Assessment - What actions taken for late delivery of the

goods by the seller
- What actions taken for delivery of goods that
are lack of conformity?
- What actions taken for non-delivery by the
seller?
12 Lecture 2 Chapter 5 – Contract performance and 1,2,3,4,5,
Practice, Seminar 1 remedies for breach of contract 6,7,8,9,10
(continued)
5.4 Remedies for breach of contract by the
buyer
 - Performance of contract
- Contract cancellation
- Payment of interest rate
- Extension of obligation performance
5.5 Exemptions
- Force majeure
- Faults of the other party
Group discussion about force majeure
(given by the Lecturer)
Essays, exercise, 2 Discuss: Obligations, Responsibility (scope,
assignments limit of responsibility and exemptions of non-
performance) of the carrier under International
Convention and Vietnamese law on maritime.
Self-study with 5 Read CISG, from Article 25 to Article 75
the teacher’s
tutorials Read the reference materials No. [8], [9],
[10] regarding rights and obligations of
parties, remedies for breach of contract

Assessment - What remedies applied to breach of contract by

the buyer?
- Definiton of force majeure under CISG?
Compare to its definition under Vietnamese
law?
- What is third party’s fault under CISG?
Compare to its definition under Vietnamese
law?
13 Lecture 2 Practice: Arbitration Moot (Applicable 1,2,3,4,5,
Practice, Seminar 1 law is CISG) 6,7,8,9,10
Lecture:
- Lecturer gives information of the
dispute
- Lecturer introduces arbitration and
arbitration procedure
Practice:
 - Divide students into groups. Each group
represents either Claimant or Respondent in
the given dispute;
- Claimant presents in 20 minutes;
- Respondent presents in 15-20 minutes;
- Each Group answers questions from the
other and the Arbitral Tribunal (Each group
has 10 minutes)
- The Arbitral Tribunal (including Lecturer
and Experts) gives comments: 5 minutes
Essays, exercise, 2
assignments
Self-study with 5 Study the dispute (given by the Lecturer)
the teacher’s
and study CISG to resolve the dispute
tutorials
Study VIAC’s rules of arbitration
Assessment - Content of the Request for Arbitration, Statement of
Defence
- Arbitration procedure of VIAC
14 Lecture 2 Practice: Moot court (Applicable law is 1,2,3,4,5,
Practice, Seminar 1 CISG) (continued) 6,7,8,9,10
Practice:
- Divide students into groups. Each group
represents either Claimant or Respondent in
the given dispute;
- Claimant presents in 20 minutes;
- Respondent presents in 15-20 minutes;
- Each Group answers questions from the
other and the Arbitral Tribunal (Each group
has 10 minutes)
- The Arbitral Tribunal (including Lecturer
and Experts) gives comments: 5 minutes
Essays, exercise, 2
assignments
Self-study with 5 Study the dispute (given by the Lecturer)
the teacher’s
and study CISG to resolve the dispute
tutorials
 Study VIAC’s rules of arbitration
Assessment - Content of the Request for Arbitration, Statement of
Defence
- Arbitration procedure of VIAC
Lecture 2 Review 1,2,3,8,9,10
Practice, Seminar 1
Lecturer summarizes the course
Lecturer answers questions of students
Mid-term assessment
15
Essays, exercise, 0
assignments
Self-study with 5 Review
the teacher’s
tutorials
Assessment Mid-term exam (prepared by the Lecturer)

6. COURSE POLICY
- The Course policy is under the current training regulations

- If students do not make presentation, assigments or make plagiarism are zero marks
7. COURSE ASSESSMENT

Assessment Content Evaluation Criteria CLO Rate

Formative - Class - Class attendance is
assessment Attendance mandatory. Students are 1,2,3 10%
expected to arrive on
- In-class
time, to be willing and
discussions
able to discuss in the
lectures.
Regular
assessment - Participating in
discussion and answer
teacher’s questions.
Voluntee or be assigned
to answer the questions
Mid-Term Lecture can Assignments/problem 1,2,3, 30%
choose one or a sets/reports: 4,5,6,
combination of 7,8
the following One or more
mid-term exam specific topics will be set
 forms: by the lecturers. The
Assignment, assignment requires
Mid-term exam, students to undertake
Presentation independent research.
The assignment is
presented on A4 paper
size, font: Times New
Roman or VnTime (size
14), top, bottom, left and
right margin is 2.5 cm,
2.5cm, 3.5cm, 2cm
respectively; line space is
1.5.
Oral presentation:
The class will divided
into small groups. Each
group shall be provided
10-15 minutes for
presentation, and 5-10
minutes for answering
questions. The questions
can be raised by anyone
in the class and by the
lecturers.
Mid-term exam:
One mid-term exam in
writing will be set by the
lecturers. It includes
multiple choices, short
questions, and case study
questions. The exam can
be open/ or closed book,
which is decided by the
lecturers.

Summative Final term Written answers + For Written answers: 1,2,3, 60%
assessment or assignments The questions and/or 4,5,6,
cases are related to issues 7,8
taught in the course
 Answer clearly, five
arguments based on
 provisions of law: 9
points
 Give personal
opinions: 1 point
+ For Assignments: an
advanced issue
introduced in the course.
 Identify the issue
clearly: 2 points
 Analyze content of
the issue: 2 point
 Evaluate provisions of
law: 2 points
 Evaluate reasons of
the Court/legal
science: 2 points
 Give personal
opinions: 1 points
 Give arguments with
coherent and
cohesion: 1 point

Total 100%

DEAN OF FACULTY HEAD OF DEPARTMENT