Business law

CHAPTER 10:
THE FORMATION OF
CONTRACT
CASE STUDY 10-9
Topic: Contracts Contrary to Public Policy

GROUP 7
Business law
FACTS
01 • Overview of Contract
• Requirements of a Valid Contract
• Legality

CASE ANALYSIS
TABLE OF CONTENTs 02 • Case Summary
• Judge’s Opinion
• Judge’s Decision

IMPLICATION TO VIETNAM
03 • Current state of ethical violations in
contracts in Vietnam
• Compare Vietnam’s & US’s Law
• Improving Vietnam’s Legal Framework
BUSINESS LAW
This presentation will
• Explore an overview of contracts, an thorough examination
of contracts contrary to public policy

INTRODUCTION • Promote a more profound comprehension of their

importance across diverse contexts

A case study will be analyzed to gain insight into the manner

in which courts construe contracts and settle conflicts
1. FACTS
Overview of Contract
Definition

A contract is a promise or a set of promises for the breach

of which the law gives remedy, or the performance of
which the law in some way recognizes as a duty

Made between two or If a promise is breached,

more people or the law provides remedies
business entities to the harmed party
1. FACTS
Requirements of a Valid Contract

Contractual
Agreement Consideration Capacity Legality

One party must offer to Promises must be Parties entering into The contract’s purpose
enter into a legal supported by legally the contract must have must be legal and not
agreement, and another sufficient and the contractual against public policy
party must accept the bargained-for capacity to do so
terms of the offer consideration
1. FACTS
Legality Agreements involving illegal
activities
Contracts Contrary to Public Policy 01 e.g., hiring someone to commit a
crime, selling a child
These contracts are not enforceable due
to the negative impact they would have
Agreements that are unfair or
on society.
unconscionable
02 e.g., taking advantage of someone
in a vulnerable situation

Contracts that restrain trade

unreasonably
03 e.g., forcing an employee to never
work in a similar field after leaving
a company
1. FACTS
Legality Trading With Enemies

Contracts Contrary to Public Policy 04 Contracts involving trade with

enemies of the state are illegal and
will not be enforced by the court
These contracts are not enforceable due
to the negative impact they would have
Public Office Trafficking
on society.
05 e.g., acquiring a government position
or title via unethical methods -> foster
corruption and result in inefficient and
unreliable public services.

The Cessation of Prosecution

06 Reaching a settlement to terminate

criminal prosecution in return for a
specified sum of money is prohibited
 2. CASE ANALYSIS
Case Summary
The Ms The Bs

A married couple from T.B. agreed to be impregnated

Iowa, who were unable to with embryos fertilized with P.M.'s
con-ceive their own child sperm and the ova (eggs) of an
anonymous donor
signed a contract with T.B for
surrogacy, who in exchange
for $13,000 and medical
expenses
C.M. P.M. T.B. D.B.
(the biological Was the contract between the (the surrogate)
father) Ms and the Bs enforceable? When the baby was born, T.B. refused
to honor the agreement to give up the
child
2. CASE ANALYSIS
Judge’s Opinion
The Surrogacy Agreement 01
The contract was signed freely and voluntarily
by all four parties

02
The Intended parents will pay all pregnacy-
related medical expenses incurred by the
Gestional Carrier

03
The Gestional Carrier must hand over the baby
upon birth to the Intended parents
2. CASE ANALYSIS
Judge’s Opinion
The Disputes

Disputes arose between the parties during the pregnancy, leading to T.B.'s refusal to honor the
contract and relinquish the child as agreed upon

CONFLICTS FROM EMOTIONAL BOND

THE REQUEST FOR T.B. argued that her emotional bond
ADDITIONAL
with the baby was formed during
PAYMENT
the two months she had physical
custody after birth
2. CASE ANALYSIS
Judge’s Opinion
Whether the surrogacy agreement is against 01
public policy ? Promotion of Family Stability
Enable infertile couples to raise their
own children

02
Not Violates Public Policy
T.B. voluntarily entered the surrogacy
agreemen does not allege economic
duress or unconscionable terms.

The court's decision concludes that this

surrogacy agreement is enforceable
2. CASE ANALYSIS
Judge’s Opinion
Whether T.B. Is the “Biological” Mother of the baby Under the Iowa Code?

Ova (egss) from an P.M.’s sperm embryos fertilized T.B.

anonymous donor (the gestational carrier)
impregnated with the embryos

Since T.B. has no genetic connection with the baby,

she is not the biological mother of the baby
2. CASE ANALYSIS
Judge’s Decision

C.M. P.M.

• The court ruled in favor of enforcing the The validity of the surrogacy
surrogacy agreement. contract was consistent with
Iowa statutes and not
• P.M. was granted sole legal custody as the unconstitutional
biological father.
3. Implication to vietnam
Current state of ethical violations in
contracts in Vietnam
Vietnam’s pandemic repatriation flights

Briberie Benefits from the suffferings

s

Businesses organizing Vietnamese from abroad

those flights raise the had to pay for very
ticket fares to gain profits expensive tickets to get
and bribe officials. home during the
pandemic
3. implication TO vietnam
Current state of ethical violations in
contracts in Vietnam
39 container deaths from illegal
immigration and labor trafficking contracts

Human trafficking networks often lure Vietnamese victims with the prospect of "high-paying easy jobs"
in Europe, enticing them to enter into contracts with promises of a prosperous and better future
3. implication TO vietnam
The Vietnam Civil Law
Điều 123 Chương V: Giao dịch Dân sự.
Bộ luật dân sự 2015 số 91/2015/QH13
3. Implication to vietnam
Compare Vietnam’s & US’s Law
Similarities

Basic Principles Remedies Invalidity

Both legal systems • Financial fines Both have cases in which

require similar basic • Assets returning/confiscation. contracts are
elements for a valid • Imprisonment for severe unenforceable due to
contract wrongdoings public policy violations.
3. Implication to vietnam
Compare Vietnam’s & US’s Law

Differences

Punishment Case specification

VIETNAM THE US VIETNAM THE US

• Clear • Has a stricter view • Not specific • divided into

regulations of “consideration” • Requires other many

and ranges for • Requires a more sections of the scenarios and

fines or concrete laws to deal circumstances

imprisonment exchange of value. with different

scenariost
3. Implication to vietnam
Improving Vietnam’s Legal Framework

Downsides

01 02 03
Lack of clarity Limited enforcement Need for stronger penalties

social moral values cannot be the effectiveness of The consequences may

specifically regulated like "law enforcement not always be sufficiently
prohibitions" mechanisms can vary deterrent

=> difficult to define & identify => challenging

3. Implication to vietnam
Improving Vietnam’s Legal Clearer definitions and

Framework 1 guidelines

The Law should focus on the honesty, the

goodwill of the subjects and whether or
Solutions not to benefit from the suffering of others

Strengthened enforcement
mechanisms
2 Fines or criminal sanctions can
help discourage individuals from
entering into such contracts.

Review and update of legal

3 provisions
can help address emerging challenges
and adapt to newest ethical problems
BUSINESS LAW

THANK YOU FOR

LISTENING!
1. Lê Khánh Linh

2. Mai Phương Linh

3. Nguyễn Ngọc Thùy Linh

4. Nguyễn Khánh Linh