[Final exam] Introduction to Law

Introduction to Law (PLUE111)

FOREIGN TRADE UNIVERSITY

……..***……..

FINAL ASSIGNMENT

Subject: Introduction to Law

Full name: Doan Mai Thanh

Class (code): K61CLC6 (555)

Student number: 2212155183

Lecturer: Mr. Tran Thanh Tam

Grade (in number) Grade (in word)

Examiner 1’s signature Examiner 2’s signature

Invigilator 1’s signature Invigilator 2’s signature

Ho Chi Minh City, December 11, 2022

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TABLE OF CONTENTS
I. INTRODUCTION.................................................................................................................3
II. CONTRACTS........................................................................................................................3
1. Type of contract.............................................................................................................................4
1.1 Parties of application....................................................................................................................4
1.2 Objective......................................................................................................................................4
1.3 Law to apply.................................................................................................................................4
1.4 Form of purchase and sale of goods.............................................................................................4
2. Keys elements of contract validity................................................................................................4
2.1 Offer...............................................................................................................................................4
2.2 Acceptance of offers to enter into contracts...................................................................................4
2.3 Remedies........................................................................................................................................5
2.3.1 Damages for Nonperformance.................................................................................................5
2.3.2 Termination for Nonperformance............................................................................................5
3. Developer Policies..........................................................................................................................6
3.1 Governing law..............................................................................................................................6
3.1.1 Google.....................................................................................................................................6
3.1.2 Apple.......................................................................................................................................6
III. CONCLUSION & RECOMMENDATION...........................................................................6
4.1 Conclusion.........................................................................................................................................6
4.2 Recommendation..............................................................................................................................6
IV. REFERENCES.........................................................................................................................7

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I. INTRODUCTION

The process of learning the relevant regulations, procedures and laws to develop a legally
valid contract is a concern for application developers, especially for those who are just
starting out when signing with big companies in the world like Google and Apple. This report
was conducted to solve that problem for Mr. Duc Trang - a new app creator in Vietnam.

After carefully researching on Mathematics teaching methods at secondary schools in a

mountainous province in the Northwest - Lao Cai, Mr. Duc Trang has successfully developed
an application that can enhance the method of teaching and learning Math by using the local
dialect to explain math concepts and is advised to commercialize the application to be used
widely. So much work needs to be done in the first time makes him turn to me for supportive
advice relating to critical elements while forming a contract with Google and Apple’s
subsidiary companies in Vietnam.

This report will give out 3 sections of selection of law, critical elements and policies of
developers with following laws to be used below in order to deal with one another, people,
governmental organizations, and private or non-governmental organizations are each given
certain rights and obligations under civil law. Most of the time, criminal proceedings and
penalties are not triggered by a violation of a civil law right or obligation.

1. Law on Commerce 2005;

2. Vietnam Civil Code 2015.

II. CONTRACTS

1. Type of contract

1.1 Parties of application

This commerce-related activity is conducted between a Vietnamese

individual (Mr. Duc Trang) and a foreign company (Google or Apple),
which means the two parties have to discuss and decide on what law they
would apply in the contract.

1.2 Objective

Educating service would be the objective of this case. As Mr. Duc Trang
has created a teaching and learning app for well-capturing mathematics
keys concepts through Northwest local dialect, his initial target customer
is the Vietnamese students.

1.3 Law to apply

Since this program is distributed in Vietnam, Mr. Duc Trang can sign
contracts with subsidiary companies of Google and Apple in Vietnam.
Therefore, the Vietnam Civil Code will mostly be applied in this case.

1.4 Form of purchase and sale of goods

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Contracts for the sale and purchase of things may be made orally, in
writing, or by specified actions. With this case, Mr. Duc Trang can sign an
online contract to work with Google and Apple.

2. Keys elements of contract validity

2.1 Offer

A unambiguous expression by the offeror of its intention to enter into a

contract and to be bound by such an offer made to another specific party or the
general public is referred to as an offer to enter into a contract (hereinafter
referred to as the offeree).

In this case, Google and Apple is the offeror as they already have their own
fixed policy terms about signing a contract and the offeree is the people
wanting to publish and host their creative products on these platforms.

2.2 Acceptance of offers to enter into contracts

When the offeree sends a reply accepting the whole contents, policy terms of
the offer that the offeror gives, a contract is created. However, there is a
limited amount of time for an offer to be accepted.

When an offeror has set a deadline for a reply, a reply accepting will only be
valid if it is submitted by that deadline. When the time restriction has passed
and the offeror receives an acceptance, the acceptance is regarded as a fresh
offer from the party that was tardy in responding.

If a notification of acceptance of an offer to enter into a contract is delivered

beyond the deadline for legitimate reasons that the offeror knows about or
should know, the notice will still be valid unless the offeror responds right
away by saying that it disagrees with the offeree's acceptance.

2.3 Remedies

The other party may be at fault for this nonperformance if they do not perform
at all, perform slowly, or perform incorrectly (defective performance). Every
jurisdiction has a complex set of laws governing the types of compensation
that a party may be entitled to in the case of such a contract breach. These
include the contract termination action for performance, and the action for
damages.

2.3.1 Damages for Nonperformance

The creditor may be able to recover damages for nonperformance of the

contract if it is not performed at all, is performed improperly, or is
performed too late. The alternative line of thinking is to only permit a
damage claim if the party in breach was at fault or at the very least can be
held accountable for the nonperformance.

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2.3.2 Termination for Nonperformance

Even if a party elects to seek damages rather than performance, it is still
required to fulfill its own responsibilities. A party might not, however, want
this. It may happen that it no longer has faith in the other party and only
wishes to terminate the agreement. In this case, it is no longer obligated to
carry out its obligations under the contract and is free to return any goods
or money paid. This is permitted by the action for termination, but it is
obvious that this action cannot be utilized frivolously given the non-
performing party's interest in sustaining the contract.

2.4 Withdrawal
“The following situations allow an offeror to change or withdraw their offer to
enter into a contract:

(a) the offeree receives notice of the modification or withdrawal of the offer
prior to or concurrently with receipt of the offer;

(b) the offeror expressly stated the conditions under which the offer could be
changed or withdrawn and those conditions have in fact materialized.

2. When the offeror changes the offer's terms, it becomes a new offer.”

(A. 389, page 117, Vietnam Civil Code 2015)

3. Developer Policies

3.1 Governing law

3.1.1 Google

The laws of the state of California, except its conflict of law rules, will
govern all claims arising out of or relating to this agreement or your
relationship with Google under it.

3.1.2 Apple

Conflicts of laws, the laws of the United States and the State of California
shall govern all aspects relating to your access to or use of the Site,
including all disputes.

III. CONCLUSION & RECOMMENDATION

4.1 Conclusion

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Those aforementioned features are generally included in a contract.

In conclusion, in order to understand the contract signing process, Mr. Duc Trang
should understand the law that will apply in this commercial activity, the most
appropriate is the Vietnamese civil law. When signing a contract, read the offer
carefully and then decide whether to accept it or not. In case, that one or the other
party is considered non-performance, different remedies will be applied. Withdrawal
is an equally important part of a contract. In addition, Mr. Duc Trang should carefully
study the governing laws that the two large organizations Google and Apple follow,
the California law.

4.2 Recommendation

Mr. Duc Trang should follow the above important factors and learn more about the
restriction policies of Google and Apple to avoid breach of contract and be able to put
the product on the e-commerce floor successfully. Client should invite a lawyer to
help and protect his interest during the contract making process.

(California law: https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?

lawCode=CIV&division=3.&title=2.&part=2.&chapter=&article=)

IV. REFERENCES

- (2005). Chapter I. Section 1. Article 2. Law commercial 2005 SỐ 36/2005/QH11.

Retrieved December 13, 2022, from https://thuvienphapluat.vn/van-ban/Thuong-
mai/Luat-Thuong-mai-2005-36-2005-QH11-2633.aspx

- (2005). Chapter I. Section 1. Article 3 - 4. Law commercial 2005 SỐ 36/2005/QH11.

Retrieved December 13, 2022, from https://thuvienphapluat.vn/van-ban/Thuong-
mai/Luat-Thuong-mai-2005-36-2005-QH11-2633.aspx

- (2005). Chapter II. Section 1. Article 24. Law commercial 2005 SỐ 36/2005/QH11.
Retrieved December 13, 2022, from https://thuvienphapluat.vn/van-ban/Thuong-
mai/Luat-Thuong-mai-2005-36-2005-QH11-2633.aspx

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- (2022). Retrieved December 13, 2022, from https://play.google.com/about/developer-

distribution-agreement.html

- Department of Justice and Community Safety Victoria, Department of Justice and

Community Safety, State Government of Victoria. (2022, May 6). Civil law. Retrieved
December 13, 2022, from https://www.justice.vic.gov.au/justice-system/laws-and-
regulation/civil-law#:~:text=Civil%20law%20defines%20the%20rights,to%20criminal
%20processes%20and%20sanctions.

- Emanuel v. Dongen, Amoury Groenen, Sascha Hardt, et. (2014). The Law of Contract.
Jaap Hape, Bram Akkermans. Introduction to Law (pp. 66 – 69). New York, London.
Springer International Publishing Switzerland.

- Emanuel v. Dongen, Amoury Groenen, Sascha Hardt, et. (2014). The Law of Contract.
Jaap Hape, Bram Akkermans. Introduction to Law (pp. 66 – 69). New York, London.
Springer International Publishing Switzerland.

- Legal - Apple Media Services - Apple. (2022, September). Retrieved December 13, 2022,
from https://www.apple.com/legal/internet-services/itunes/

- Thuvienphapluat.vn. (2015). Section 7. Article 386 – 397. BỘ Luật Dân SỰ 2015 SỐ

91/2015/QH13. Retrieved December 13, 2022, from https://thuvienphapluat.vn/van-
ban/Quyen-dan-su/Bo-luat-dan-su-2015-296215.aspx

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