INCONSISTENCIES BETWEEN

VIETNAMESE LAW AND

INTERNATIONAL LAW:
EXAMPLES AND IMPLICATION
Group 12:
PHAN PHUC TRUONG HUY
LAI NGUYEN ANH THIEN
CAO CHAN HUNG
VO HOANG NGOC PHU
TABLE OF CONTENTS

A. DEFINITION B. INCONSISTENCIES SOLUTIONS

I. Definition of I. Form of contract I. Present Status

inconsistency II. The validity of the II. Solutions
II. Example of contract III. Implications
Inconsistency: III. Sanctions under
CISG 1980 and the CISG 1980
VCL 2005 and VCL 2005
 N.PHU

I. DEFINITION OF INCONSISTENCY

Things are said to be inconsistent when

they are contrary to each other to the
extent that one implies the negation of
the other.
 N.PHU

WHY ARE THERE INCONSISTENCIES?

Culture Need History

 N.PHU

II. EXAMPLES OF INCONSISTENCIES

 N.PHU

1. CISG (CONVENTION ON CONTRACTS FOR THE

INTERNATIONAL SALE OF GOODS)

• CISG was published by UNCITRAL

• Adopted on 11st April 1980 and

entry into force on 1st January 1988

• 93 parties (Viet Nam became a

member in 1-1-2017)
 N.PHU

ROLE OF CISG 1980

• A modern commercial law suitable with

some traditional law

• CISG 1980 adjusted to adapt successfully

• CISG 1980 applied in widen of international

commercial law
 N.PHU

2. VCL 2005 ( VIETNAM COMMERCIAL LAW )

The Vietnam’s Commercial Law (VCL), which

was passed on June 14, 2005, by the XIth
National Assembly of the Socialist Republic of
Vietnam at its 7th session. President of the
Socialist Republic of Vietnam TRAN DUC
LUONG
 N.PHU

OVERALL CISG 1980 AND VCL 2005

CISG 1980 VCL 2005

Contracts of sale of goods between • Commercial activities conducted in the
parties whose places of business are in territory of the Socialist Republic of
different states.
Vietnam.
• When the States are Contracting • Commercial activities conducted outside
States
the territory of the Socialist Republic of
• When the rules of private Vietnam in some special cases. 
international law lead to the
• Activities not for profit purposes conducted
application of the law of a Contracting
State. by a party in its transactions with traders
in the territory of the Socialist Republic of
Vietnam. 
 C.HUNG

PPT: MACROECONOMIC
I. FORM OF CONTRACT
Contracts for sale and
purchase of goods with
foreign traders HAVE TO BE
MADE IN WRITING or in
another form with equivalent
legal validity

VCL
CISG

In Article 11 of the CISG 1980

states that parties have
freedom of contract
 C.HUNG

PPT: MACROECONOMIC
I. FORM OF CONTRACT

Vietnam declared a reservation on the form of the contract under Article 96 CISG :

• International sales contracts MUST STILL BE established in WRITTEN FORM

• It also covers:
 C.HUNG

PPT:
CASEMACROECONOMIC

Only A and C sign

the contract

A The seller C The broker B The buyer

(Vietnamese) (Foreigner)
 C.HUNG

PPT:
CASEMACROECONOMIC

CASE 1 CASE 2

• A did not deliver goods • B does not received goods

• B sued A under Article 11 of the CISG • A cannot sue B under the VCL
1980 because B doesn’t sign the contract
 The contract was not recognized by
the Vietnamese party because they had
reserved Article 11 of CISG 1980 and
according to Article 12 of the CISG 1980
 C.HUNG

PPT: MACROECONOMIC
II. THE VALIDITY OF THE CONTRACT

CISG 1980 VCL 2005

• Applied to contracts of sale of goods • Applied within Vietnam, commercial
between parties whose places of activities must comply with the
business are in different States Commercial Law and relevant laws
(Clause 1 Article 1) (Clause 1 Article 4)

• When these countries are members • Transaction parties with foreign

of the CISG elements must base on Clause 2,
Article 5 of the commercial law
 C.HUNG

PPT: MACROECONOMIC
II. THE VALIDITY OF THE CONTRACT

CISG 1980 VCL 2005

When following international judicial Commercial contracts not specified in

rules, the applicable law is the law of commercial law shall apply according to
the member state of this Convention civil law (Clause 3, Article 4).
 C.HUNG

PPT: MACROECONOMIC
II. THE VALIDITY OF THE CONTRACT

CISG 1980 VCL 2005

Contract of sale of goods is not
necessarily in writing but can be
established verbally, by acts and can
be proved by any ways, including the
testimony of witnesses
For goods purchase and sale contracts
that are required to be made in writing,
they must comply with those regulations

PPT: MACROECONOMIC
II. THE VALIDITY OF THE CONTRACT
CISG 1980
Article 4 of the CISG: unless
specifically stated, the Convention
does not regulate the validity of the
contract or its terms, the validity of the
contract for the possession of sold
goods.
C.HUNG
VCL 2005
Based on the Civil Code section 1 of
Article 22 and section 1 of Article 429,
the purchase contract is valid when
• Subjects with civil act capacity
• The object of purchase and sale is an
asset permitted to be traded
• Purpose and content of purchase and
sale are not illegal
• Subjects voluntarily participate
 T.HUY

III. SANCTIONS
PPT: UNDER
MACROECONOMIC
THE CISG 1980 AND VCL 2005

03
Contract
Avoidance

Specific
Performance
01 02

Damages
 T.HUY

PPT: MACROECONOMIC
1. SPECIFIC PERFORMANCE

• To request the breaching party to properly perform the

contract.

• The difference lies in the application of two remedies:

Repairment and Replacement.
 T.HUY

PPT: MACROECONOMIC
1. SPECIFIC PERFORMANCE

CISG 1980 VCL 2005

Provisions on the application of The border between the

repairment and replacement are application of repairment and
written in details to implicitly limits replacement is still blurred, as
the Buyer's right in demanding there is no distinct regulation on
substitute delivery. such issue.
 T.HUY

PPT: MACROECONOMIC
2. DAMAGES

● The money compensation for

loss or injury caused by the
wrongful act of another.

● The difference lies in the

composition of damage limit.
 T.HUY

PPT: MACROECONOMIC
2. DAMAGES

CISG 1980 VCL 2005

Foreseeability is the benchmark in Actuality and directness of the loss

regulating the limit of damage. are the main criteria to determine

the value of damage.
 T.HUY

PPT: MACROECONOMIC
3. CONTRACT AVOIDANCE

• Nachfrist principle: allows an additional period for contractual

performance by the Seller who did not perform his obligations
at the due date regulated in the contract.

• Nachfrist principle is the main difference.

 T.HUY

PPT: MACROECONOMIC
3. CONTRACT AVOIDANCE

CISG 1980 VCL 2005

Nachfrist principle is included to No stipulations regarding the matter

resolve disputes arising from the are comprised.
Seller's mistimed delivery.
 A.THIEN

PPT: MACROECONOMIC
I. PRESENT STATUS
CISG is not really familiar to some big economies:

UK’s economic strength and its significant influence of English law in the
international market

Opposing opinions on pros and cons of acceding to the CISG

problem with reforming domestic legal systems to deal with

 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

• 40 years ago
Contracts for the International Sales of Goods: • No regulations for legal issues relating
• Replace old regulations with more practical and to e-commerce
proactive ones
 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

Contracts for the International Sales of Goods:

• Replace old regulations with more practical and

proactive ones

• Combine different national laws

 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

Validity
Contracts for the International Sales of Goods:

• Replace old regulations with more practical and Support of legal

Transfer of right
proactive ones sources:
of ownership
• Combine different national laws • National Law
• IPCC
• Specify the law in different cases Liabilities for
breach of
contract
 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

Vietnam’s Commercial Law: what Vietnam’s Section 2 Article 297 gives buyers the
government has done to make VCL 2005 closer to right to demand for replacement or repair
CISG:
of deficient goods
• Adjust Section 2 Article 297 on specific
performance to be more general

Section 2 Article 297 gives buyers the

right to demand for replacement or repair
of products which do not satisfy the
conditions written in the contract.
 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

EXAMPLE:
If the label or packaging does not match with the contract, can the buyer apply Section 2 Article 297
to ask for a replacement?

Article 297 (2005) used to only allow to impose sanctions in case of insufficiency in quantity or quality
of the products.
 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

Vietnam’s Commercial Law: what Vietnam’s

government has done to make VCL 2005 closer to
CISG:

• Adjust Section 2 Article 297 on specific

performance to be more general

• Impose supplementary laws regulating

contractual cancellation due to foreseeable • Save time and costs
breaching acts • Avoid disputes over crisis of beliefs
• Protect the right of one party
 A.THIEN

PPT: MACROECONOMIC
II. SOLUTIONS

EXAMPLE:

• Being aware that Huy Trường will neither take the products nor
fulfill the payments, Ngọc Phú is allowed to instantly cancel the
contract → Find a new consumer or stop the production.

• I am allowed to cancel the contract when I am sure that Huy

Trường will not provide me with what I need → Find a new
supplier to satisfy my demand
 A.THIEN

PPT: MACROECONOMIC
III. IMPLICATIONS

Inconsistencies between CISG and VCL 2005 do not

bring on much trouble or disadvantages to Vietnamese
businesses.

The relationship between CISG and Vietnam’s

commercial law is supplementary not contrary