TRƯỜNG ĐẠI HỌC NGOẠI THƯƠNG

BÀI THI KẾT THÚC HỌC PHẦN

Tên học phần: ………………………………
Giai đoạn 1+2, Học kỳ I, Năm học 2021-2022

Họ và tên sinh viên: Trịnh Hoài An Ngày thi: 11/01/2022

Ngày sinh: 20/09/2003 Ca thi: ……………………
Mã sinh viên: 2112450004 Phòng thi: ………………
Lớp tín chỉ: ……………………………………………… Số trang bài làm:
…………

Điểm bài thi Họ tên và chữ ký của giáo viên chấm thi
Bằng số Bằng chữ
GV chấm thi 1:

GV chấm thi 2:

PHẦN BÀI LÀM

I . SHORT-ANSWERED QUESTIONS

1.
If I want to start up an entreprise, I would choose the limited liability company as the
business type, a single member liability company in particular.
As of now, I have no experience or relationship in business markets, and not much of
available asset as well.
According to article 188.1, Entreprise Law 2020, “A sole proprietorship is an enterprise
owned by a single individual whose liability for its entire operation is equal to his/her
total assets.” As I have mentioned, I am not owning a great enough amount of asset to be
liability for my company in the case my business does not go the way I expect.
According to article 188.2, Entreprise Law 2020, “2. A sole proprietorship must not issue
any kind of securities.” and article 188.4, Entreprise Law 2020, “4. A sole proprietorship
must not contribute capital upon establishment  or purchase shares or stakes of
partnerships, limited liability companies or joint stock companies.” which means my
chance to raise capital is limited to loaning money from other parties, and again, it’s not a
safe choice for me since the business could go the wrong way and the amount of money I
owe is unaffordable.
According to article 120, Business Law 2020, “A new joint stock company shall have at
least 03 founding shareholders.” And as I have mentioned above, I currently have no
relationship or have any acquaintances in this field, so it would take much time to find
other trusthworhty shareholders to register a joint stock company.
In the end, choosing a single member limited liability company is the safest choice in my
point of view.
If I am now an employee in the enterprise instead, I would have more choices since I
could have now the relationship and atleast some experience in this field. But my
preferences would still the limited liability company, it could be two (or more) members
limited liability company if I have someone that I feel reliable to cooperate.

2.
According to article 24.1, Civil Law 2015, A is considered to be addicted to stimulant
(alcohol in particular) and has ruined the property of his family as having sold whatever
in the house he saw without agreement from his wife, so B, his wife, has the right to
request the court to declare him as having restricted capacity for civil acts.
However, B asks the Peole’s Committee, who has no authority in this case, but not the
court, so her action is not legal.
Advice to B: Having a discussion with her own family to adivse her husband, and if the
situation doesn’t get better, she could send her request to the court to restrict his capacity.

3.
I: Do you have to accept the replacement?
R: Article 113.2 
1. A distinctive object is an object which is distinguishable from other objects by its
own characteristic markings, appearance, colour, material, nature or position.

An obligation to transfer a distinctive object must be fulfilled by transferring that

particular distinctive object.

A: You are buying a mobile sim-card number of xxxxxx-9999, which means the
motorbike is identified by that particular ending with -9999 => A1 satisfied => Apply R1
=> mobile sim-card number of xxxxxx-9999 is a distinctive object 
      The mobile sim-card you chose to buy is a distinctive object => A2 satisfied =>
Apply R2 => It is a must that you receive that particular sim-card with that -9999
number. 

C:  You don't have to accept the replacement.

4.

I:  Are you obligated to either refill the car or to pay for the used amount of petroleum?
R: 
Article 112.1 Consumable objects and non-consumable objects

1. A consumable object is an object which, after having been used once, loses or is
not capable of retaining its original characteristics, appearance and use functions.
       
A consumable object may not be the object of a lease contract or of a bailment
contract.

A: Petroleum after (car) being used is not able of retaining its original appearance => A1
satisfied => Apply R1 => petroleum is a consumable object
 Petroleum is a consumable object => A2 satisfied => Apply R2 => Petroleum may not
be the object of a lease contract

C: You aren't obligated to either refill the car or to pay for the used amount of petroleum.
II.CASE-SOLVING PROBLEMS

1.
I: Can B ask C for the return of his watch? What should C do?
R: Article 166.1 Right to reclaim property

1. An owner of or a subject having other rights with respect to property has the
right to reclaim his or  her property from a person unlawfully possessing, using or
receiving benefits from property.

Article 167 Right to reclaim moveable property, ownership of which is not

required to be registered from bona fide possessor

The owner has the right to reclaim from a bona fide possessor moveable property
the ownership of which is not required to be registered, in the case where such
possessor obtained the moveable property through a contract without
consideration9 to a person without the right to dispose of such property.

Article 165 Lawful possession

1. Lawful possession is the possession of property in the following circumstances:
a. The owner possesses the property;
c. A person is transferred the right to possess through a civil transaction in
accordance with law;

Article 179 Concept of possession

1. Possession means the direct or indirect holding or control of property by a

subject as the subject having rights in respect of the property.
2. Possession comprises possession by the owner and possession by non-owner(s).
Possession by a non-owner may not be the ground for establishment of
ownership, except for the cases prescribed in articles 228, 229, 230, 231, 232,
233 and 236 of this Code.
 Article 180 Bona fide possession

Bona fide possession means possession where the possessor has grounds to believe
that he or she has rights with respect to the property in possession.

Article 181 Possession not in good faith

Possession not in good faith means possession where the possessor knew or should
have known that he or she has no right with respect to the property in possession.

Article 236 Creation of ownership rights by reference to limitation periods due to

unlawful possession or deriving of benefits from property

A person unlawfully but in good faith possessing, or deriving benefits from, property
continuously and in an overt manner for ten (10) years with respect to moveable
property, and for thirty (30) years with respect to immoveable property, shall become
the owner of such property from the moment of commencement of possession, unless
otherwise provided by this Code or other relevant laws

Article 117 Conditions for effective civil transactions

1. A civil transaction shall be effective when it satisfies all of the following

conditions:
a.The subjects have civil legal capacity and capacity for civil acts appropriate to
the established civil transaction;
c.The objective and contents of the civil transaction are not contrary to the law or
social morals.

Article 122 Invalid civil transactions

Civil transactions failing to satisfy any one of the conditions provided in article 117
of this Code shall be invalid, except where otherwise prescribed by this Code

Article 131 Legal consequences of invalidity of civil transactions

2. Where a civil transaction is invalid, the parties shall restore [everything] to its
original state and shall return to each other what they have received.
A:
According to article 165 and 179, C has lawful possesion to the watch, but no ownership
was registered to him since he is the non-owner of the subject.
According to article 161.1 and 167, B has the right to ask for the return of his watch since
he is the owner (assumption satisfied) and no ownership has been registered to C since
the time was only 1 year according to article 236.
According to article 180 and 181, if C is proved to have known that he has no right
with respect to the property in possession, he would be considered having possesion
not in good faith. However, if C has no idea about the origin of the watch, it is a bona
fide possession since C has grounds to believe that he or she has rights with respect to
the property in possession since C has made a civil transaction with A.

Supposed that this is a bone fide possession, according to article 117 and 122, the
civil transaction between A and C is invalid . C, according to article 131.2, A should
return to C the money he has paid for the watch.

C: B has the right to ask for the return of his watch.

C can protect his benefit by asking A to pay back the money.

2.
I: Is there a contract between A and B?
R: Article 400 Time when contracts are entered into
1. A contract is entered into at the time when the offeror receives an
acceptance of entering into the contract.

Article 386 Offers to enter into civil contracts

3. Offer to enter into a contract means a clear expression by the offeror of its
intention to enter into a contract and to be bound by such offer made to another
determined party or to the public (hereinafter collectively referred to as the
offeree).
Article 392 Amendment of offer proposed by offeree
When an offeree accepts the offer to enter into a contract but specifies conditions or
amendments to the offer, the offeree shall be deemed to have made a new offer.a

Article 393 Acceptance of offers to enter into contracts

1. Acceptance of an offer to enter into a contract means a reply by the offeree
accepting the entire contents of the offer.
 2. The silence of the offeree shall not be deemed to be an acceptance of the offer to enter
into the contract, unless otherwise agreed or unless it complies with the custom
established by the parties.

A: According to article 386, “A: I will sell it for no less than 10 million VND.” is an
offer made by A of its intention to enter into a contract of buying the Iphone. B’s
response: “10 million VND is ok; however, I will pay you in 10 days” is an acceptance to
A’s offer with new addition about the time: “10 days” => This is a new offer (article
392).
This new offer hasn’t received a response from B. => According to article 393.2, there is
no acceptance was made.
According to article 400, since there’s no acceptance to satisfy the assumption of the
legal norm, no contract was entered.

C: There is no contract between A and B

3.
I: Is the plan feasible from a legal perspective?
R:
Article 463 Contracts for loan of property

Contract for the loan of property means an agreement between parties whereby a
lender delivers property to a borrower. When the loan falls due, the borrower must
repay the lender property of the same type in accordance with the correct quantity and
quality, and must pay interest if so agreed or so provided by law.

A:
C: The plan is not feasible from a legal perspective.