BUSINESS LAW QUIZ 2

1. According to Arbitration Law 2010, the arbitration centers in Vietnam only have the jurisdiction
to settle commercial dispute.

a.  True

b.     False

2. Arbitrators may work at the same time as judge at the Vietnam people court

a.  True

b.     False

3. If there is no agreement between involved parties, the composition pannel for the arbitral tribunal
will be three arbitrator

a.      True

b. False

4. According to the arbitration law 2010, arbitral award is made by the Chairmain of the Arbitral
tribunal

a.  True

b.     False

5. The arbitration center is a kind of organization which belong to Vietnamese government

a.  True

b.     False

6. District level people court is the lowest level of court in Vietnam

a.      True

b. False

7. According to the Vietnam Civil procedure code 2015, the court has the obligation to conduct
conciliation to help disputers reach an agreement

a.      True    

b. False

8. According to the Vietnam Civil procedure code 2015, the plaintiff may submit a lawsuit petition
by E-portal of the court
 a.      True    

b. False

9. The judgment made by the first instance court can not be appeal

a.  True

b.     False    

10.  According to the Vietnam Civil procedure code 2015, The defendant do not have the right to
make counter claim

a.  True

b.     False    

11.  According to the arbitration law 2010, without a valid arbitration agreement,

a.      Involve parties will not be able to bring the dispute to the arbitration center for
settlement   

b. Involve parties still be able to bring the dispute to the arbitration center for settlement

c.  Involve parties may hire ad hoc arbitrator to settle the dispute

d. None of the above

12.  Which of the following is not correct about the arbitration agreement

a.  Arbitration agreement exist independently from the contract

b. Arbitration agreement may be established before the dispute arise

c.  Arbitration agreement may be established after the dispute arise

d.     None of the above

13.  According to the civil procedure code 2015, the composition panel for the first instance trail will
be:

a.      1 judge and 2 people jurors   

b. 2 judge and 2 people jurors

c.  1 judge and 3 people jurors

d. none of the able

14.  Within ___________ from the day the of receiving judgement at the first instance trial involve
parties may appeal to the higher court
 a.  7 days

b.     15 days    

c.  30 days

d. none of the above

15.  Mr A and Mr B is having a commercial dispute, Mr A want to settle at the arbitration center while
Mr B want to settle the dispute at the people court. Knowing that involved parties have not
established any arbitration agreement yet. The dispute will be settle at:

a.  The arbitration center

b. The people court of vietnam

c.      All of the above

d. None of the above

16.  According to the Arbitration law 2010, if there is a commercial dispute which involves 1
vietnamese and 1 foreigners, the language using will be:

a.  Vietnamese

b. English

c.      As agree by involve parties

d. None of the above

17.  _____________ means the review of Courts’ legally effective judgments/decisions, which are
protested as serious law violations in the settlement of cases are detected

a.      First instance procedure

b.     Reopening procedure

c.  Cassation procedure

d.     Conciliation

18.  Which of the following is correct about arbitrator?

a.  Arbitrators have the obligation to keep all information about their case in secret

b.     Arbitrator have the obligation  to provide information to the press or media if there are a
request

c.      Arbitrators don’t have the right to refuse if they are chosen by the plaintiff or defendant.

d.     Arbitrator can work as a judge at the People’s Court at a same time

 19.  Mr A want to initiate a lawsuit against Mr B. Which court shall Mr A have to send the law suit
petition to? Given that Mr A living in Thu Dau Mot city, Mr A does not know where Mr B lives and
works. Mr A and Mr B is having a dispute over the ownership of a house in District 7.

a.  Thu dau mot city level people court

b.     District 7 level people court   

c.  Binh duong province people court

d. Ho Chi Minh city people court

20.  When there is a dispute between a service provider and a consumer

a.      The consumer have the rights to choose to settle the case either at the people court or at
the arbitration center and the services provider must follow the decision of the consumers

b. The service providers have the rights to choose to settle the case either at the people court
or at the arbitration center and the consumers must follow the decision of the service
providers

c.  They must settle the case at the cout

d. None of the above

BONUS

Vina Group is a Vietnamese – based company. A&M Brother is a Cambodia – based company.  
December 1, 2014, they signed an agreement in which A&M Brother agreed to produce 2,000 pullovers
for Vina Group with following main terms and conditions: 

- The price is 02 USD/each (including VAT and all taxes). 

- Vina Group deposit 30% of the total value of the agreement within 03 days after signing the agreement. 

- The time for delivery is between February 1-5, 2015. 

- All pullovers shall bear the sentence “Yes, we can” along with Vina Group’s logo in green color. 

- They decide to choose all disputes arising from the agreement will be arbitrated by the ASEAN
International Commercial Arbitration Center("ACIAC") based in Hanoi. 

- The Singapore law is the governing law of the contract. 

When receiving 2,000 pullovers on Feb 5, Vina Group found that its logo was in light green color instead
of dark green. Vina Group thus refused to receive 2,000 pullovers and sent them back to Cambodia for
 A&M Brother. They requested A&M Brother either re-producing 2,000 pullovers and delivering to them
within 07 days or otherwise compensating 100% value of the contract and refunding the deposit to Vina
Group. A&M Brother rejected either of them. Vina Group thus decided to bring the case to the ACIAC. 

21.  The dispute between Vina Group and A&M Brother is 

a. A commercial dispute involves foreign element under the Vietnamese Arbitration Law and Civil
Proceeding Law. 

b. A commercial dispute involves intellectual property issues under the Vietnamese Arbitration Law and
Civil Proceeding Law.

c. A contract dispute involves foreign element under the Civil Proceeding Law.

d. An investment –related dispute involves intellectual property issues under the Civil Code. 

17. Which of the following statement is correct about the choice of law in this case under Vietnamese
Arbitration Law? 

a. The court is the only one which can decide the law of which jurisdiction would apply to the dispute. 

b. A dispute involves a foreign element and thus both companies must apply either Vietnamese law or
Cambodian law as the governing law.

c. The ACIAC applies the law (whether Vietnamese law or the law of another jurisdiction) to the dispute as
agreed by the parties with a condition that  such choice of law is not contrary to the fundamental
principles of the law of Vietnam.

d. Because the party broke the contract is A&M Brother, therefore the Cambodian law must be applied. 

22.  The language that the ACIAC will use during the arbitration proceedings is: 

a. Vietnamese 

b. Cambodian 

c. English

d. It is up to the agreement between Vina Group and A&M Brothers. If they do not agree, the ACIAC will
determine the language. 

23.  Vina Group is  ……….and A&M is the ……………

 a. The party A and B in the agreement

b. Plaintiff and Defendant

c. Plaintiff and Witness

d. Parties related the dispute.

24.  During the arbitration proceedings, Vina Group suddenly decided to bring the case to the People
Court of Hanoi because of their good relationship with the Chief Judge at that court. 

            Does the People Court of Hanoi have jurisdiction over the dispute ?

a. Yes, they have because it is up to the Plaintiff’s decision on the dispute resolution. 

b. No, if  a dispute falls within the scope of a valid arbitration agreement, but a party attempts to initiate
court proceedings, the court does not have jurisdiction over the matter.

PART II. CASE STUDIES (40 marks)

In January 2014, Thai Binh Corporation, having its head office in Vietnam Singapore Industrial Part,
Thuan An, Binh Duong (“Thai Binh”) and Hong Ha Ltd, having its head office in LinhTrung Industrial
Zone, Thu Duc, Ho Chi Minh City (“Hong Ha”) signed a contract under which Thai Binh agreed to sell to
Hong Ha a food processing system at the price of VND 3 billion including VAT (the “Contract”).
According to the contract, the price includes: transportation and installation of the system at Hong Ha
factory before end of July 2014, training services for Hong Ha employees to use the system, maintenance
services and warranty for 12 months from the handover date. The contract also states that Thai Binh will
send experts to help Hong Ha fix any problems relating to system breakdown. Any damages caused by
the late arrival of experts (for normal situation) will be fully compensated by Thai Binh. Furthermore, it is
agreed that penalty for breach of contract shall be 10% ofthe contract value. The Contract also has a
clause saying: “Any dispute shall be settled by peaceful means. In case of failure, the parties will refer the
case to Economic (Commercial) Arbitration in Vietnam for resolution”.
The system was successfully delivered, installed and handed over to Hong Ha on 25 July 2014 as th

contracted.
On 30 September 2014, the system broke down and operation was therefore suspended. Hong Ha
th

requested Thai Binh to send experts to come and troubleshoot as soon as possible on the next day.
Unfortunately, on the 1 October 2014, a huge riot took place in Binh Duong that shut down all activities
st
for many days and prevented Thai Binh's experts to get to Hong Ha factory. On the same day, Thai Binh
sent a letter to Hong Ha explaining the problem and promised that experts would be sent to Hong Ha right
after the end of the riot.
Hong Ha is not happy with the news because 1 day of suspension costs them VND 100 million. The
company believes that Thai Binh has breached the contract.
a.      Please advise Hong Ha whether the company could demand for penalty as well as
compensation?
Hong Ha could not demand for penalty as well as compensation because according to the Article
351.2, Civil Code 2015, which states that “An obligor which fails to perform… fault of the
obligee”, although Thai Binh do not perform an obligation by sending experts to Hong Ha to fix
the problems related to system breakdowns, Thai Binh shall not have any civil liability since the
riot happened in Binh Duong is the event of force majeure. Since Thai Binh did not bear any civil
liability, then they are exempted from paying any compensation. 
Hong Ha wants to initiate a lawsuit at the court because the company thinks that initiate a lawsuit at an
arbitration center would be costly and it has just suffered a huge lost from the suspension.
b.     Please advise Hong Ha whether the company can resolve their problem at the court or not?
No, Hong Ha cannot resolve their problem at the court. Hong Ha must settle the dispute at the
Commercial Arbitration in Vietnam since there exists a valid arbitration agreement in the
contract. If Hong Ha still wants to settle in court, they need to convince Thai Binh tomust agree
to cancel the arbitration agreement.
 
Assume that Hong Ha agreed to wait for Thai Binh's experts. The riot ended on the 3 October, but until
rd

5 October (2 days after the end of the riot), none of them showed up without any explanation. Hong Ha
th

then made a minute to record the issue and hired a third party’s experts to repair the system at the cost of
VND 50 million. The total lost are thereforeVND 550 Million (Hong Ha lost VND 100 Million per day
for 5 consecutive days, plus the cost of hiring external experts).
c.      Please advise whether Hong Ha has any legal ground to initiate a lawsuit against Thai Binh in
this situation.

Hong Ha has legal ground to initiate a lawsuit against Thai Binh in this situation, because Thai
Binh breached the contract by not sending experts to Hong Ha to fix the problems related to
system breakdowns. There is no riot anymore, which means there is no event of force majeure in
this situation. Thai Binh will have to bear liability for this, and therefore, according to the Article
360, Civil Code 2015, which states that “With respect to damage caused by breach of an
obligation, the obligor must compensate for the whole damage, unless otherwise agreed or
prescribed by law” Hong Ha could demand Thai Binh to compensate for the whole damage
caused by breach of the obligation.

d.     How much money would Hong Ha be able to claim back from Thai Binh?

Hong Ha will be able to claim back from Thai Binh 550 million dong

 200 million dong is the compensation for 2 days’ suspension costs

 50 million dong is the fee for hiring the third party expert
 300 million dong is the fine of the contract (10% of the contract)
___________________The end_________________________