CHAPTER 2: BUSINESS CONTRACT

I.
1. Definition
- remedy = sanction
vd về sự kế thừa tài sản gì đó (properties) ko phải contract, they don't get permission from người
dc thừa kế, => ko có sự agreement giữa 2 bên
2.
the contract is basically a law for parties to follow
3.
- Bilateral contract: hợp đồng song vụ (sponsorship contract, labor contract, reward contract)
both parties have obligation
- Unilateral contract: hợp đồng đơn vụ
ODA: official development assistance = viện trợ ko hoàn lại
- principle contract: hợp đồng chính
- ancillary contract: hợp đồng phụ
Ex:
- credit contract: hợp đồng tín dụng (loan contract) show the ability to return the money that you
loan
- mortgage contract: hợp đồng thế chấp
-> mortgage is depend on credit because when credit contract start after that mortgage start =>
mortgage is ancillary
- Contract for benefit of a third person:
Ex: divorced agreement; life/health insurance that parents buy for their child
- Conditional contract: when you die your child become orphan gì gì đó

II.
Parties:
- Traders:
Ex: I am not the traders because I don't have business registration
- All forms of companies are traders (cty cổ phần, cty TNHH...)
Objects: (đối tượng) goods, service
Goods:
a/ movables: động sản (phone, water, anything..)
Ex: ordered goods that unavailable, may deliver in future, buy apartment thay may build in
future, iphone 14 can preorder from now
b/ underground: tree, houses, land excluded
Service: intangible goods (vô hình)

Form:
-Buy a meal is a contract in verbal
-Rent, employment contract in written form
-Order goods online buy making payment/ press the agreement button; go to supermarket
without making a conversation -> specific acts
-Must be made in writing required by the law: house leasing contract, international sales
contract, import/export, insurance contract

Governing law:
-When a conflict happens -> dispute then we will need governing law
-Specialized law: luật chuyên ngành( law on real estate bussiness, law on insurance business, law
on investment, law on enterprises -> commercial law -> civil law => must follow the commercial
law if commercial law say A, civil law say B

Discussion: Law on sale of goods is a part of commercial law in Vietnam -> choose 3

REVIEW SESSION:
- Sales contract must be made in writing -> False (Article 24.1, Law on Commerce)
- Franchise contract must be made in writing -> True (Article 285, Law on Commerce)
- Commercial contract is governed by the Commercial Law only -> False (Article 4, Law on
Commerce)
- The applicable law for the contract signed between two Vietnamese campanies could be the
Chinese Law if the parties so decide -> False bc it has no foreign elements (Article 5.2, Law on
Commerce, Article 663.2, Civil Code) (giao dịch có yếu tố nước ngoài thì được follow) sẽ dc chấp
thuận nếu có yếu tố nước ngoài, nhưng người ký là company, cho dù director là Chinese nma director
chỉ là on behalf of the company, company vẫn là Vietnamese.

III.
Offer: đề nghị giao kết hợp đồng -> Acceptance: chấp nhận đề nghị giao kết hợp đồng
1. Offer:
CISG: Convention on contract for international sale of goods (Công ước …)
- Criteria:
Similarity:
- 2 parties: offeror & offeree
- Parties are bound to right & obligations offered
Difference:
- Art 386: offeree can be anyone, for example offer via internet, no compulsory terms and
conditions.
- CISG: offeree is one or more specific persons, 3 terms and conditions must be included
(goods, quantity and prices)
Inquiry: thư hỏi hàng = invitation to treat, treat = negotiate
Validity nếu được mention trong offer sẽ là 1 dấu hiệu/1 cái bound
- Remarks:… is not an offer
- Withdraw: rút lại giao hàng, Revoke: hủy giao hàng
- Withdraw will be accepted if the withdrawal come at the same time or earlier than the
offer
When you withdraw or revoke the offer successfully -> Legal consequence: The offer would be
terminated.
- Difference between withdrawal and revocation under the CISG:
+ Before or at the same time the offeree receives the offer.
+ If the offer mentions the validity (time for acceptance), or it is irrevocable, the offeror may not
revoke but withdraw.
- Comparison between the CISG and VN Law when it comes to withdrawal:
+ (VN Law mention cả modification và withdrawal, anw vẫn the same meaning)
+ Similarity: Prior to or at the same time as receipt of the offer.
+ Difference: ở ý (b), offeror có thể withdraw dễ hơn under VN Law compared to CISG.
 - Comparison between the CISG and VN Law when it comes to revocation:
+ Similarity: The condition to revoke (before the offeree dispatches an acceptance).
+ Difference:
 Under the VN Law, you have to mention the right to revoke the offer -> The offeror mới
được revoke.
 CISG mention the exceptions (when you cannot revoke the offer)
 Under the VN Law, it is more beneficial for the offeror to revoke (vì under VN Law,
chỉ cần mention the right).
REVIEW SESSION:

1. T (advertisement có thể là 1 offer nếu nó include được intention to enter into a contract và to
be bound to the rights and obligations offered, nếu đây là CISG thì sẽ là F)
2. F (có thể at the same time) (Art 389)
3. F (Art 16) (it isn’t always allowed because there are some exceptions)

2. Acceptance:
- Difference between the CISG and VN Law:
+ VN Law: Chỉ là acceptance khi offeree accept 100% content of the offer, nếu có any
amendment sẽ trở thành making a new offer -> accept unconditionally.
+ CISG: (counter-offer = new offer) Clause 1 giống VN Law, nhưng có thêm exceptions -> Có
thể alter nhưng unmaterially để vẫn là acceptance, nếu materially sẽ trở thành counter-offer.
(Material alterations: Price, payment, quality, quantity of the goods, place & time of delivery,
extent of one party’s liability to the other, the settlement of disputes) -> “among other things”
means there are still other things to consider.
Nếu acceptance claim là accept 100% of the content + one condition that the contract includes
both languages -> Under VN Law, it is making a new offer. Under the CISG, it is still an
acceptance (vì the content is still the same, just translated).
- Forms of acceptance:
+ Written forms: Fax,…
+ Oral form: Face-to-face meeting,…
+ Performing an act: Click the button for acceptance, send an amount of money to deposit,…
 Silence isn’t equivalent to an acceptance (it is only when there is an agreed practice
established between 2 parties)

 C
 B is in breach. “B regularly met A’s orders without expressly confirming its
acceptance” means there is a practice established between the 2 parties, B đồng ý in
silence.

 There is a material change (price), 29/5 X đã accept (still in the time limit). Bases on
Art 17 of CISG, offer đã bị terminated khi X offer one condition -> rejection of the
offer, tức là the offer is no longer valid từ khi X make a counter-offer.
 Y wins the case.
 (Art 392, 393) Ha made a new offer -> The original offer already expired. Contract
copy – still legally valid.