CONTRACT LAW

- GENERAL
REGULATIONS
LLM. Bui Doan Danh Thao
 Definitio
n and
5. classificat
Amendm ion 2.
ent and Validity
terminati of
on of contracts
4. Liability
contracts CONTRACT
for breach LAW 3. Entry
of contracts
and
and
Security for performa
the nce of
performanc contracts
e of
contracts
 1.1 What is a
contract?

How many
types of 1.2
contracts are
there?

1. Definition and classification

1.1. WHAT IS A CONTRACT (ARTICLE 385 OF THE CIVIL
CODE 2015)

An agreement between parties to establish, change or

terminate civil rights and/or obligations
1. Definition and classification
 Nature

• An agreement binding on
parties

1. Definition and classification

Contents
• Transfer an object
FEATURES OF A CONTRACT

• Transfer rights
• Pay money
• Return valuable papers
• Perform a task
• Refrain from doing certain
tasks
WHAT IS A COMMERCIAL/BUSINESS CONTRACT?
An agreement between business entities to establish, change or
terminate rights and obligations arising from the conduct of
commercial activities

1. Definition and classification

WHAT IS A COMMERCIAL/BUSINESS CONTRACT?

Sale and purchase of Commercial

Investment
goods promotion

Service supply

1. Definition and classification

HOW CAN A BUSINESS CONTRACT BE
DISTINGUISHED WITH A CIVIL CONTRACT?

Business Business entities Profit

contract Subject Purpose

Civil Individuals and Not mainly for

organisations profit
contract

1. Definition and classification

SUMMARY: WHAT IS A BUSINESS
CONTRACT?

BUSINESS CONTRACTS

Nature An agreement binding on parties

- Sale of goods
- Provision of service
Contents - Investment
- Commercial promotion

Contractors Business entities

Purpose Profit
 1.1 What is a
contract?

How many
types of 1.2
contracts are
there?

1. Definition and classification

1.2. HOW MANY TYPES OF CONTRACTS ARE THERE?
(ARTICLE 402 OF THE CIVIL CODE 2015)
Relationship on rights
Dependence on Others
and obligations
validity
between parties

Bilateral Principle Contracts for the

contracts contracts benefit of a third
party

Unilateral Auxiliary
contracts contracts Conditional
contracts

1. Definition and classification

 Definitio
n and
5. classificat
Amendm ion 2.
ent and Validity
terminati of
on of contracts
4. Liability
contracts CONTRACT
for breach LAW 3. Entry
of contracts
and
and
Security for performa
the nce of
performanc contracts
e of
contracts
 What
2.1 requirements
does a
contract need
to meet to be
valid? How does an
invalid
contract
affect the
2.2
transactions?
 Not
viola • Co • Ma
te mp de
• Ha
proh let in
WHAT REQUIREMENTS DOES A CONTRACT NEED
TO MEET TO BE VALID? (ARTICLE 117 OF THE CIVIL CODE 2015)

ve ibito ely a
civ ry vol spe
il prov unt cifi
act ision aril c
an s of y for
d law ent m
leg • Not er as
al int pro
cont
ca o vid
rary
pa co ed
to
cit ntr by
soci
y act la
al and contents
mor
Objectives s w
Subject
als

Form
Will
2.1.
WHO HAS CIVIL ACT CAPACITY TO ENTER INTO
CONTRACTS?
Capacity to enter into
Subjects
contracts
Full 18 years old and above Can enter into contracts by themselves

Can enter into contracts by themselves

Full 15 years old to under
full 18 Except: Transactions related to real estate,
movable required registration..
Full 6 years old to under full
Can enter into contracts only if their
15
Individual representatives at law consent.
Restricted civil act capacity Except: Contracts to meet daily life needs
Under 6 years old
Can not enter into contracts
Loss of civil act capacity
Limited cognition or
Depend on court’s decision
behavior control
Can enter into contracts via their
Lawfully established organisation
representatives at law
 Not
viola • Co • Ma
te mp de
• Ha
proh let in
WHAT REQUIREMENTS DOES A CONTRACT NEED
TO MEET TO BE VALID? (ARTICLE 122 OF THE CIVIL CODE 2005)

ve ibito ely a
civ ry vol spe
il prov unt cifi
act ision aril c
an s of y for
d law ent m
leg • Not er as
al int pro
cont
ca o vid
rary
pa co ed
to
cit ntr by
soci
y act la
al and contents
mor
Objectives s w
Subject
als

Form
Will
2.1.
Violate prohibitory provisions of law:
IN WHICH CASE ARE CONTRACT CONTENTS AND
Not permitted by
OBJECTIVES law
CONTRARY TO SOCIAL MORALS AND
•VIOLATE PROHIBITORY PROVISIONS OF LAW?
Ex 1 (contents): Mr Ngo Nhat Thai bought a house from a real estate
company in Ha Noi in 2009 for 200.000 USD
• Ex 2 (objectives): In the case of bankruptcy, a company donated some of its
remaining property to its members to avoid paying its debts

Contrary to social morals:

Not accepted and performed by the majority in society
• Ex: Hien concluded a negotiation with Nhi in which Nhi agreed to let her
husband live with Hien for the exchange of 50 million Dong.

2nd requirement on Contract objectives and contents: Not violate prohibitory provisions
of law and contrary to social morals
 Not
viola • Co • Ma
te mp de
• Ha
proh let in
WHAT REQUIREMENTS DOES A CONTRACT NEED
TO MEET TO BE VALID? (ARTICLE 117 OF THE CIVIL CODE 2015)

ve ibito ely a
civ ry vol spe
il prov unt cifi
act ision aril c
an s of y for
d law ent m
leg • Not er as
al int pro
cont
ca o vid
rary
pa co ed
to
cit ntr by
soci
y act la
al and contents
mor
Objectives s w
Subject
als

Form
Will
2.1.
 WHAT DOES ‘COMPLETELY VOLUNTARILY ENTER
INTO CONTRACTS’ MEAN?
Free to decide whether to
contract or not contract, with
whom to contract, on which
terms to contract
No subjective factors affecting the
decision
Ex: Falsity( gian doi), mistake, deception (lua
doi) , intimidation (de doa), or unable to be
aware of/control acts

3rd requirement on subjects' will: Completely voluntarily enter into contracts

 • Concealing a contract
SUBJECTIVE FACTORS WHICH MAY AFFECT
SUBJECTS’ WILL • Shirking the responsibility
• Misunderstanding due to
unintentional mistakes
• Misunderstanding due to
intentional acts
Falsity
Mistake
• Compelled to enter into
Deception contracts by intentional acts
Intimidation •
Incapacity of being aware of
Unable to be aware of/control acts
or controlling acts

3rd requirement on subjects' will: Completely voluntarily enter into contracts

 Not
viola • Co • Ma
te mp de
• Ha
proh let in
WHAT REQUIREMENTS DOES A CONTRACT NEED
TO MEET TO BE VALID? (ARTICLE 117 OF THE CIVIL CODE 2015)

ve ibito ely a
civ ry vol spe
il prov unt cifi
act ision aril c
an s of y for
d law ent m
leg • Not er as
al int pro
cont
ca o vid
rary
pa co ed
to
cit ntr by
soci
y act la
al and contents
mor
Objectives s w
Subject
als

Form
Will
2.1.
 CONTRACTS MUST BE MADE IN A SPECIFIC FORM AS PROVIDED
BY LAWIn written form when provided by law

• Ex: International sale of goods must be concluded in writing

Must be notarised when provided by law

• Ex: Agreements on transfer of the right to land use must be

notarised

• Or Contracts for renting houses within the term from 6 months or

longer must be notarised.

4th requirement on Contract form: Made in a specific form as provided by law

BRAINSTORM: IS A CONTRACT VALID IN
THE CASE OF NOT BEING STAMPED?
2.2. HOW DOES AN INVALID CONTRACT AFFECT
THE TRANSACTION? (ARTICLE 131 CIVIL CODE 2015)
Parties’ rights and obligations are not
given rise to, changedInvalid
or terminated
contract

Rights
Contractor 1 Contractor 2
Obligations
1.NOTE: LEGAL
Contracts willCONSEQUENCE OF AN ifINVALID
be partially invalid one partCONTRACT
of contract is
invalid and does not affect the validity of the remaining parts
• Ex: Cường Thịnh company agreed with Thịnh Phát company that a party
who breaks the contract must pay the other 20% of the contract value in a
sale of goods contract.
2. The invalidity of principle contracts will terminate the auxiliary
contracts except when the auxiliary replaces the principle contracts
and contracts to secure performance of contracts
• Ex: A loan agreement is invalid. This will terminate the contract on mortgage
of a house.
3. The invalidity of auxiliary contracts will not terminate the
principle contracts except when the auxiliary contracts constitute
inseparable parts of the principle contracts
• Ex: A contract on mortgage of a house is invalid, the loan agreement is still
valid.
LEGAL CONSEQUENCE OF AN INVALID
CONTRACT TO A BONA FIDE THIRD PARTY
Types of Types of Additional
properties contracts conditions
A Invalid
B C
PROPERTIES NOT SUBJECT TO REGISTRATION
Unindemifiable
contract

A Invalid
B Invalid
C
Indemifiable contract + the
property – lost/stolen/other cases

A B C
Indemifiable contract

A B Valid
C
PROPERTIES SUBJECT TO REGISTRATION

1. The property is registered

A Invalid
B Valid
C
2. The property has not been registered

A Invalid
B Valid
C
The property received through auction
or transaction with the owner under
court judgment or decision

A Invalid B Invalid
C
NOTE: LEGAL CONSEQUENCE OF AN INVALID
CONTRACT TO A BONA FIDE THIRD PARTY
Types of The contract with a
Object Circumstance
contracts bona fide third party
Unindemifiable All cases
The property is
stolen, lost or other invalid
Property not subject to
registration cases against the
Indemifiable owner’s will

Other cases Valid

The third party

receives the property
through auction or
Valid
Not transaction with
Property registered people under court
subject to All judgment or decision
registration
Other cases Invalid
 Definitio
n and
5. classificat
Amendm ion 2.
ent and Validity
terminati of
on of contracts
4. Liability
contracts CONTRACT
for breach LAW 3. Entry
of contracts
and
and
Security for performa
the nce of
performanc contracts
e of
contracts
 3.1 How is a
contract
made?

How is a
contract
3.2
performed?

3. Entry and performance of contracts

3.1CONTRACT
HOW IS A CONTRACT MADE?
PROCESS

Offer

Accept

Offeror Offeree
WHAT IS AN OFFER TO ENTRY INTO AN CONTRACT?

Offering to enter into a contract means the

expression of the intention to enter into the
contract and to be bound on this offer of the
offering party to the other specific party and the
public

3.1 How is a contract made?

Process
EXAMPLE
 FORMS OF THE OFFER

By Verbally
aInspecific
writingact

3.1 How is a contract made?

Process
 WHEN WILL THE OFFER TAKE EFFECT?
1. When the offeror
decides

2. When the offeree

receives the offer, if
the offeror doesn’t
set a date

3.1 How is a contract made?

Process
 WHEN WILL THE OFFER BE
RECEIVED?
The offer is transferred to the place of residence (individual)
Or to the headquarters (a legal person)

The offer is introduced into the official information system of

the offeree

When the offeree knew the offer by another mode

3.1 How is a contract made?

Process
 MODIFICATION, REVOCATION OF THE
When the offer is modified, it will become a new offer
OFFER The notice on the modification,
revocation received before or
simultaneously with the time of
receiving the offer
Modify, revoke the
offer

The condition for the

modification, revocation being
arisen

3.1 How is a contract made?

Process
 CANCELLATION
The right to cancel clearly OF THE OFFER
stated in the offer

Valid cancellation

The notification must be

received before the offeree
replies to accept the offer

3.1 How is a contract made?

Process
 • It
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• Wh eed
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WHEN WILL THE OFFER BE

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ere it on and
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TERMINATED?

off the
off has tak e

3.1 How is a contract made?

er off
er exp es lim
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d ect for
es
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eff
ly
ect
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Process
off
ere
1 2 3 4 5 e6
WHAT WILL HAPPEN IF THE OFFEROR ENTERS INTO A CONTRACT WITH
ANOTHER THIRD PARTY WHILE THE EXISTING OFFER IS STILL VALID?

ACT
NTR
CO

OFFER

TIME LIMIT FOR REPLY

PAY COMPENSATION
FOR DAMAGE

3.1 How is a contract made?

Process
3.1CONTRACT
HOW IS A CONTRACT MADE?
PROCESS

Offer

Accept

Offeror Offeree
 WHAT IS THE ACCEPTANCE OF THE
OFFER?
Note: Agree with the
Accept
1. Acceptance
Offer
to the whole
enter into contracts + Changes, conditions = A New

offer
2. Acceptance must be expressed clearly contents of the
offer
3. Silence only means acceptance if it is agreed upon or habit established
by the parties

3.1 How is a contract made?

Process
EXAMPLE

I, James To
wnsend, am
to confirm writing thi
that I agree s letter
property at to sell my
836 N. Fou
Umbridge, r Square D
NJ 25874 r.,
t o y o u fo r
$243,500.0
0
 WHEN CAN THE OFFEREE REPLY?
 Time limit for the reply – Reply within the time limit
Validity date Deadline for
of the offer the reply
Reply Reply

Valid
New offer
acceptance
Except: the offeror knew or
would have known the objective
reason for the late acceptance

 Direct contact without the time limit – Reply immediately

Validity date
of the offer

Immediately reply 3.1 How is a contract made?

Process
CAN THE OFFEREE REVOKE THEIR ACCEPTANCE?

 The notification on revocation must arrive before or

simultaneously with the time the offeror receives the reply of
acceptance

Give the
acceptance Receiving
the reply
Cant
Revoke revoke

3.1 How is a contract made?

Process
IS THE ACCEPTANCE STILL VALID IF THE OFFEREE DIES OR HAS LOSS
OF CIVIL ACT CAPACITY OR HAS LIMITED COGNITION AND BEHAVIOR
CONTROL AFTER REPLYING?

Give the
acceptance
The acceptance is
still valid
Dies or has loss of
IS THE OFFER STILL
VALID IF THE OFFEROR
civil act capacity
DIES OR HAS LOSS OF CIVIL ACT CAPACITY HAS
LIMITED COGNITION AND BEHAVIOR CONTROL
AFTER THE REPLY IS GIVEN?
Give the
acceptance
The offer is still
valid

Dies or has loss of

civil act capacity
3.1 How is a contract made?
Process
 When the time limit
3.1 HOW IS A CONTRACT MADE? for reply has expired
When
WHENWhen
Oralthe
the
WILL offeror
parties
contract have
A CONTRACT Written
BE MADE?
If the
When lastcontract
theofferee still remains
party signs silent
agreed onthe
receives the reply
contract whenthethecontract
time has expired and the
contents parties agreed that silence means
 In general – a contract will be madeor at
acceptance theestablished
is habit time:
by the parties

or

 In particular – a contract will be made at the time:

3.1 HOW IS A CONTRACT MADE?
A contract
WHERE WILL A CONTRACT will be
BE MADE?
made at:

The place agreed No agreement on

by the parties the place

The place of
The head office
residence
(The legal person – offeror)
(Individual - offeror)
 3.1 HOW IS A CONTRACT MADE?
HOW IS A CONTRACT FORMED?

Note:
Data messages prescribed in law on electronic transactions shall be
deemed to be a written form

Verbally In writing By specific act

 Object of the
3.1contract
HOW IS A CONTRACT MADE? Sanction against
(aWHAT
propertyCONTENTS
to be handed SHOULD BE INCLUDED
Liability for IN A CONTRACT?
over, or a task to be breach of
performed or not to be breach of contract
performed) contract

Quantity and
quality Other contents
Rights and
obligations

Price and mode Time limit,

of payment place and mode
of performing the
contract
• 3.1
Agreed
HOW ISby the
A CONTRACT MADE?
parties,
WHEN WILLorA CONTRACT COME INTO EFFECT?
• The contract is
 A contract will come into effect from the time:
made
• Provided by law
If there is no agreement on the
time

OR
 3.1 How is a
contract
made?

How is a
contract
3.2
performed?

3. Entry and performance of contracts

3.2. HOW IS A CONTRACT PERFORMED?
PLACES FOR THE APERFORMANCE
contract will be
performed at:

The place agreed No agreement on

by the parties the place

The location of the - The place of residence

immovable property (Individual - obligee)
(If the contract objective is - The head office
an immovable property)
(The legal person – obligee
If3.2.
agreed
HOWupon
IS A by the partiesPERFORMED?
CONTRACT or provided for by law
TIME LIMIT FOR THE PERFORMANCE
• Must be performed on time
• Has been performed before the specified time limit at the
obligor’s will and the obligee has accepted the performance

 the contract is performed on time

If there is no agreement and no provision from law

• May be performed or can be requested to perform at any time
but must notify each other in advance within a reasonable
period of time
Delay
Delayinin
Postponeme
3.2. HOW the IS
= A
=
 AnCONTRACT
obligation
Must
Upon immediately
the expiration PERFORMED?
has notofbeen
notify performed
the limit,
the time obligeeor and
the partially
propose
obligee the
does not
performance
acceptance
nt of the performed wheninthe timeoflimit hasimpossible
expired
NOTE: TIMEpostponement
accept
LIMIT
obligation
FOR case
the performance
THE being
PERFORMANCE
on time notify the obligee
to fulfil the
of the
performance 
 Must
If theimmediately
obligee agrees thetheproperty
performance will be considered
performance  Obligor must preserve by necessary measures
as timely performance
and request for the reimbursement of reasonable
expenses
 Obligor can sell the property and return the money back
to obligee after deducting the expenses in case of the
property in imminent danger of decay
3.2. HOW IS A CONTRACT PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES

• Types of
• Types of
civil
contracts
obligations
 3.2. HOW IS A CONTRACT PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF
CONTRACTS
 Perform strictly as agreed
Unilateral
contracts

 Perform prior to or after the time limit

only if the obligee consents
 Time limit:
3.2. HOW IS A CONTRACT PERFORMED?
 Perform
THE PERFORMANCE when the obligations
IN SPECIFIC become
CASES – TYPES OFdue
CONTRACTS
 Not delay performance due to non performance of the other
party.
Except: 1. The other party’s property - seriously depreciated.
No time 2.
limit:
The first party performing the contract has not yet
performed its
 Must concurrently obligations when they are due.
perform.
Bilateral 3. Unable to perform due to the fault of the other party
contracts  Cannot perform concurrently - the obligation which will
take more time to be performed shall be performed first

Other rules:
 Can demand the party at fault to still perform their
obligations, or cancel the contract, or demand for
compensation in case of being unable to perform due to the
fault of that party
 Can not demand the other party to perform their obligations
in case of being unable to perform due to no fault
  The third party can directly request the obligor to
3.2. HOW IS A CONTRACT PERFORMED?
perform the obligation toward it.
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CONTRACTS
Except: In case of disputes between contractors

 If the third party refuses to enjoy the benefits before

the obligations are performed,
Contracts
 The obligor escapes his obligations but must notify the
for the obligee thereof, and
benefit of a  Ifthe
Thethird party
contract refuses to enjoy the benefits after the
is rescinded
third party obligations are performed,
 The obligations are completed, and
 
Not amend
The obligeeor rescind
must fulfil itsthe contract if the third party
commitments
has agreed to enjoy the benefits
3.2. HOW IS A CONTRACT PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES

• Types of
• Types of
civil
contracts
obligations
3.2. HOW IS A CONTRACT PERFORMED?
Must preserve,
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL
maintain the
OBLIGATIONS
object until
hand over

Contracts
 A
involved in distinctive/asce
handing over rtained object:
objects - Hand over the
exact object in
All the expensesexact
relatedcondition
to the as
agreed will
hand-over
be born
 A byfungible
the
obligor unless
object:
agreed
- Hand over the
exact
otherwise quality
and quantity as
agreed, or the
average quality
3.2. HOW IS A CONTRACT PERFORMED?

principals, unless
agreed otherwise)
interests on the
Pay in full
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL

principals and
(Include the
amount
OBLIGATIONS
Pay on time

Contracts including
payment

Pay by the agreed

mode
Pay at the agreed place
3.2. HOW IS A CONTRACT PERFORMED?
Contracts having a task as its object
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL OBLIGATIONS

Object - Perform a task Object - Not perform a task

• Must perform that very task • Must not perform that very
task
Contracts
3.2. HOW ISincluding
A CONTRACTperiodic
PERFORMED? performance of an
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL
obligation
OBLIGATIONS
• Perform periodically only if agreed upon or provided by law

• Delay in the performance for each period

 Delay in performance of the obligation
Contracts including performance of an obligation
through a third party
• The obligor may delegate a third party to perform its
obligations if the obligee agrees

• The obligor is still liable for the performance

3.2. HOWincluding
Contracts IS A CONTRACT PERFORMED?

• Must

• Apply
n arises
conditio
the
n when
obligatio
the
perform

by law
provided
or
parties
by the
agreed
only if
THEconditional
PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL
OBLIGATIONS
performance of the
obligation

• Perform
Contracts including a

ed
perform
be
cannot
on
obligati
original
if
obligee
by the
accepted
on
obligati
another
substitutable
obligation

the
Contracts including

• Each
obligations which can
n
obligatio
the
part of
s their
perform
obligor
be performed
separately
 3.2. HOW IS A CONTRACT PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL
Contracts having
OBLIGATIONS
optional objects = the contract with an object being one of many
different properties or tasks

• Obligor is entitled to choose the property or task for the

performance except otherwise agreed or provided by law.

• Obligor must notify about its selection

• Obligor must fulfil on time if the time limit is set

• If only one property or task is left, obligor must hand over such
property or perform such task
Contracts including a joint
3.2. HOW IS A CONTRACT PERFORMED?
obligation IN SPECIFIC CASES – TYPES OF CIVIL OBLIGATIONS
THE PERFORMANCE

Obligors perform an
obligations Obligee

1. Obligee can request any obligor to perform the entire obligation

2. Obligor performing the entire obligation can ask others to perform their part towards
him
3. Obligee exempts the obligor designated from performing the entire obligation
→ Others are also exempted
4. Obligee exempt one to perform their part → Others must still perform their own part
3.2. HOW IS A CONTRACT PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL OBLIGATIONS

Contracts including performance of

an obligation for joint obligees

Many obligees having the right

Obligor to request for the performance

1. Any obligee can ask the obligor to perform the entire obligation
2. Obligor can perform their obligation toward any obligee
3. An obligee exempts the obligor from performing the part of obligation towards him
→ Obligor must still perform the remainder toward other obligees
Contracts
3.2. HOW ISincluding divisible
A CONTRACT obligations
PERFORMED?
THE PERFORMANCE IN SPECIFIC CASES – TYPES OF CIVIL OBLIGATIONS

• Can perform part by part unless otherwise agreed

Contracts including indivisible obligations

• Joint obligors must perform simultaneously

 Definitio
n and
5. classificat
Amendm ion 2.
ent and Validity
terminati of
on of contracts
4. Liability
contracts CONTRACT
for breach LAW 3. Entry
of contracts
and
and
Security for performa
the nce of
performanc contracts
e of
contracts
 breach of
4.1
contract
and its
outcome?
How will
4.2 the parties
be liable for
a breach of
What are
contract?
the
measures
parties can
agree to
secure the
4.3
performanc
e of
contracts?

3. Entry and performance of contracts

4.1 WHAT IS A BREACH OF
CONTRACT?

Not perform
OR

Perform improperly
Obligor
4.1 WHAT IS THE OUTCOME OF A BREACH OF
In case of force majeure
CONTRACT? The obligee is at entire
events unless otherwise
Breach of Befault
liablefor
for failure
the of the
contracts
agreed or provided by law performance
breach

Except:
 breach of
4.1
contract
and its
outcome?
How will
4.2 the parties
be liable for
a breach of
What are
contract?
the
measures
parties can
agree to
secure the
4.3
performanc
e of
contracts?

3. Entry and performance of contracts

 Specif
4.2 HOW WILL THE PARTIES ic BE LIABLE FOR A
BREACHCancel
OF CONTRACT? perfor
REMEDIES manceBY THE AGGRIEVED
CAN BE APPLIED
lation Comp
PARTY of ensati
contra on
cts
Remedies
Stoppa
ge of Fines
the for the
perfor Suspe breach
mance nsion
of the
perfor
mance
COMPENSATION
– WHEN CAN THE AGGRIEVED PARTY ASK FOR COMPENSATION?
Damages
Causal
relationship
Breach of between the
contract breach and
damages

Compensatio
n

4.2 How will the parties be liable for a breach of contracts?

Remedies can be applied by the aggrieved party
COMPENSATION
– WHAT WILL THE VIOLATOR COMPENSATE FOR?

The loss of property

Material damages Mental damages

Reasonable expenses incurred in
preventing, mitigating, redressing An amount of money
the damages enough to offset the
damages
The actual loss or reduction of
income

4.2 How will the parties be liable for a breach of contract?

Remedies can be applied by the aggrieved party
 Specif
4.2 HOW WILL THE PARTIES ic BE LIABLE FOR A
BREACHCancel
OF CONTRACT? perfor
REMEDIES manceBY THE AGGRIEVED
CAN BE APPLIED
lation Comp
PARTY of ensati
contra on
cts
Remedies
Stoppa
ge of Fines
the for the
perfor Suspe breach
mance nsion
of the
perfor
mance
FINES FOR A BREACH OF CONTRACT
- WHAT ARE FINES FOR A BREACH CONTRACT?

Pay for a sum of money Aggrieved

Violator due to the breach party
FINES FOR A BREACH OF CONTRACT
- WHEN CAN THE AGGRIEVED PARTY APPLY THE
FINES?
Fines for the breach
applied in the case of

A breach of contract An agreement on the fine

And
FINES FOR A BREACH OF CONTRACT
- HOW MUCHtoCAN
According the THE
civilFINES BE?
code 2015

The level of fines is agreed by the parties

According to the commercial law 2005

The level of fines is agreed by the parties but can not
exceed 8% of the value of the breached obligation unless
otherwise provided by law
RELATIONSHIP BETWEEN REMEDY OF
FINES AND COMPENSATION
Agreement
How to apply
No. Remedies Having an No
agreement agreement Civil code Commercial
2015 law 2005
Compensation 
1 Both
Fines 

Compensation 
2 Fines Both
Fines 

Compensation 
3 Compensation
Fines 
 Specif
4.2 HOW WILL THE PARTIES ic BE LIABLE FOR A
BREACHCancel
OF CONTRACT? perfor
REMEDIES manceBY THE AGGRIEVED
CAN BE APPLIED
lation Comp
PARTY of ensati
contra on
cts
Remedies
Stoppa
ge of Fines
the for the
perfor Suspe breach
mance nsion
of the
perfor
mance
SUSPENSION, STOPPAGE OF THE
CONTRACT PERFORMANCE
Breach of contract
is a condition as
agreed by the The contract is still
Suspension Conditions
parties for inLegal
force and
Remedies effective
the application consequences
Or
The contract
terminates from
A
Stoppage substantial/materi
the date when the
party receives the
al breach of notice
contract
 Specif
4.2 HOW WILL THE PARTIES ic BE LIABLE FOR A
BREACHCancel
OF CONTRACT? perfor
REMEDIES manceBY THE AGGRIEVED
CAN BE APPLIED
lation Comp
PARTY of ensati
contra on
cts
Remedies
Stoppa
ge of Fines
the for the
perfor Suspe breach
mance nsion
of the
perfor
mance
 CANCELLATION/RECESSION OF CONTRACTS
Conditions for Legal
Notification
the application consequences

• Breach of contract is • Must notify the other • The contract will

a condition as agreed party immediately be ceased to be
by the parties valid ad initio
(from the beginning)
or

• A substantial/material
breach of contract
 Specif
4.2 HOW WILL THE PARTIES ic BE LIABLE FOR A
BREACHCancel
OF CONTRACT? perfor
REMEDIES manceBY THE AGGRIEVED
CAN BE APPLIED
lation Comp
PARTY of ensati
contra on
cts
Remedies
Stoppa
ge of Fines
the for the
perfor Suspe breach
mance nsion
of the
perfor
mance
 The
The aggrieved
violator will
SPECIFIC
party PERFORMANCE
bearmust receive
the cost
the specific
incurred
performance Request the violator to
perform properly

Or

Apply other measures to cause

the contract to be performed
 Ascertained

• Violator

• Aggriev
object
HOW(Đối

d
damage
is
exists or
longer
no
object
if
object
the
value of
for the
-

object.
exact
the
g over
handin
for
request
-
ed party
4.2 WILL THE PARTIES BE LIABLE FOR A BREACH OF
CONTRACT?
tượng được xác

pay
the
- THE LIABILITY IN THE CASE OF HANDING OVER OBJECTS
định)
Fungible

• Pay for
object
the
value of
the
object(Đối
tượng có thể
thay thế)
Violator causes

• Pay
damages(ng vi

sation
compen
pham gay thiet
hai)
4.2 HOW WILL THE PARTIES BE LIABLE FOR A BREACH OF
CONTRACT?
Performance
- THE ofCASE
LIABILITY IN THE
No OR
a OF PERFORMANCE performance
NO PERFORMANCE OF A TASK
task of a task

The aggrieved party can The aggrieved party can

request to keep performing request to terminate
performing

The aggrieved party can assign The violator must restore

another person to perform, then
the initial condition and
ask for compensation and the
Or compensateAnd for damages
reasonable expenses back
The obligee can refuse to accept the

• The

• The
Note:
The obligee can request to

law)
provide by
agreed or
otherwise
(Unless
payment
of
the time
bank at
state
d by the
announce
rate
the basic
rate
interest

payment.
delayed
period of
for the
amount
unpaid
on
interests
pay
must also
violator
performance
Delay in and ask for
keep performing and ask BE LIABLE FOR A BREACH OF
4.2 HOW WILL THE PARTIES
CONTRACT?
paying compensation
money

the
- THEfor compensation

=
LIABILITY IN THE CASE OF DELAY IN THE PERFORMANCE
If the performance is no longer necessary
The obligee
decide
Time limit Extended time
Perform

Not perform
4.2 HOW WILL THE PARTIES BE LIABLE FOR A BREACH OF
CONTRACT?
Delay in acceptance of the
performance
- THE LIABILITY IN THE CASE OF DELAY IN ACCEPTANCE OF THE PERFORMANCE

Unless otherwise agreed or provided by law

Pay compensation Bear all the risks arising

and
 breach of
4.1
contract
and its
outcome?
How will
4.2 the parties
be liable for
a breach of
What are
contract?
the
measures
parties can
agree to
secure the
4.3
performanc
e of
contracts?

3. Entry and performance of contracts

 Pledge of PARTIES CAN APPLY
4.3 WHAT ARE THE MEASURES
TO SECURELien on PERFORMANCE
THE property Mortgage of
OF CONTRACTS?
property property

Title retention Deposit

Security
measures
Security
Pledge of collateral
trust
Escrow
Guaranty
account
 r a sum
of
money,
preciou • Transfe
of ARE THE MEASURES PARTIES CAN AGREE
SECURE THE PERFORMANCE OF CONTRACTS?

s r a sum
• Hand • Use
metals, of
s over proper gems money,
the ty to and precious
proper secure other metals,
ty to but valuabl gems
the not e things and
other transf for a other
er specific valuable
• Secure
• Secure period things
the for a
perfor the • Secure
perfor specific
manc the period
e of a manc entry
contr e of a into a • Secure
actual contr contrac return
obliga actual t or the of the
tion obliga perfor leased
tion mance propert
of a y
contrac
tual
Mortgage of
WHAT

collateral
property
property

Security
obligati

Deposits
Pledge
TO on
4.3
 • A third
party
4.3 WHAT ARE THE MEASURES PARTIES CAN AGREE TO

commits to • Local
perform the socio-
• Deposit a
obligation political
sum of organisatio
for the
money,
Escrow THE PERFORMANCE OF CONTRACTS?

obligor in ns
precious guarantees
case of no
metals, for poor
or
gems and individuals
improperly
valuable and
performance
papers into household
a blocked • If agreed, to borrow
bank the third money
account party can from a
• Secure the perform the bank or
obligation credit
performan
when the institution
ce of a
obligor is for
contractua
incapable conduction
l obligation
of of
performing business
its
obligation

Guaranty

Pledge of
account
SECURE

trust
 4.3 WHAT ARE THE MEASURES PARTIES CAN AGREE
SECURE THE PERFORMANCE OF CONTRACTS?

• The obligee who

is legally
• The seller may possessing the
property under a
remain their
bilateral contract
ownership of
is entitled to
the property
retain the
until the buyer
property
pays the
purchase price • Applied when
in full. the obligor fails
• Applied for sale to perform the
obligations or
contracts
has performed
the obligations
not strictly
retention

property
Lien on
Title
TO
The assets must
ASSETS CAN be BE
under the ownership
USED TO SECURErights of the securing
party and permitted for transaction
Monies, Property
Objects
valuable papers rights

existing Property rights in

monies
objects intellectual property
rights
Objects to be bonds, shares
formed in the Rights to claim
future Promissory debts
notes
Land use rights
others
others

4.3 What are the measures parties can agree to secure the performance of contracts?
NOTE: ASSETS CAN BE USED TO SECURE

secure

 One asset can secure for the performance of many obligations if its value is
greater than the total value of all secured obligations unless otherwise agreed
or provided by law
 The securing party must notify
 All secured obligations will due if the property must be disposed to secure for
the performance of a due obligation

4.3 What are the measures parties can agree to secure the performance of contracts?
SCOPE (PHAM VI) OF THE SECURITY
Scope

Having an No
agreement agreement

Secure fully
Secure partially Secure fully (include interests and
compensations for
damages)
SECURED TRANSACTION
Secured
transaction
Agreed or provided by law

Secured
measures
 The registration
REGISTER will be TRANSACTION
SECURED conducted as requested
by the parties or provided by law

The registration will be a requirement for the

secured transaction to be valid if provided by law

The registered transaction will be valid to a third

party from the time of registration
 Secure for the performance of
many
for obligations
Secure the performance of Determined according
All secured Determined
PRIORITY
The many ORDER
registered
obligation OF PAYMENT
Registered
to the order
transaction
of
according to the
Alltransactions
transactions + -the -
the transactions establishment
– given priority
of the
registered
unregistered
unregistered registration order
transaction
transactions
 Definitio
n and
5. classificat
Amendm ion 2.
ent and Validity
terminati of
on of contracts
4. Liability
contracts CONTRACT
for breach LAW 3. Entry
of contracts
and
and
Security for performa
the nce of
performanc contracts
e of
contracts
 5.1 When will a
contract be
amended?

When will a
contract be
5.2
terminated?

3. Entry and performance of contracts

5.1 WHEN WILL A CONTRACT BE
AMENDED?

Amendment of contracts
Must be made in writing,
Can be made as agreed by the notarised, authenticated,
party, unless otherwise registered or permitted if the
provided by law contract is made in that form.
5.2 WHEN WILL A CONTRACT BE TERMINATED?
Contract – fulfilled Agreed by the parties

Contract Contractor
– –
Rescinded(ã hủy bỏ) or die (individuals) or cease to
unilaterally suspended exist (organisations)

Contract
- Stoppage of the contract
not be performed due to no performance
longer exist of its object
WHEN CAN A PARTY UNILATERALLY TERMINATE
A CONTRACT?

The contract will

As agreed by the be terminated at
Must notify other
party or provided the time the other
party immediately
by law party receives the
notice
The end