TOPIC 2

CIVIL LAW IN VIETNAM

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Law Department

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2011
 Quote of the day

"Every broken agreement, every sale that leaves a

dissatisfied customer, every uncollected debt,
every dispute with a government agency, every
libel and slander, every accidental injury, every
marital breakup, and every death may give rise to
a civil proceeding.“

Herbert Jacob summarizes the breadth of the civil

law field in Justice in America

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2011
 Outline
I/ Some concepts
II/ Civil legal relations
III/ Ownership
IV/ Civil law obligations
V/ Civil contract
VI/ Tort law
VII/Status of limitation

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 I. Some concepts
1. Objectives:
Article 1.- Tasks and governing scope of the Civil Code 2015
⚫ The legal status, legal standards for the conduct of natural
and legal persons;

⚫ The rights and obligations of natural and legal person

regarding personal and property rights and
obligations

⚫ The basis of equality, freedom of will, independence of

property and self-responsibility

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 Property relations

⚫ Property relations are the relation between

people tied to the asset

⚫ Property rights? (Art 115)

⚫ Assets that can be expressed in one form or

another

⚫ What is asset?
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2011
 Tangible
things

Property Article 105

Money
rights Civil Code
2015

Valuable
papers
 Types of property

1 2 3 4 5
Immovable
Primary Divisible Fungible Expendable
objects objects objects objects

Integrative
objects

Non-
Auxiliary Indivisible Distinctive
expendable
objects objects objective
Movables objects
 Personal relations

⚫ Personal relations are relations between people

on a personal value of the individual or
organization (Art 25-39)
⚫ Personal value?
⚫ Personal right?
⚫ Personal relations are tied to property
⚫ Personal relations are not tied to property

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⚫ 2) Principles
⚫ Group 1: Compliance with law
⚫ Group 2: Respect for good morals and
traditions
⚫ Group 3: Show of Civil nature

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 3) Methodology

Definition: The methods and the ways which

state effects into property relations, personal
rights which were arisen, changed, terminated
by the will of State
Characteristics:
⚫ Independent of organization, property;
⚫ Equality legal status
⚫ Self-determination but limited by law
⚫ Civil liability
⚫ Negotiation, Mediation, Litigation
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 4) Sources of civil law
⚫ Constitution year of 2013
⚫ Civil Code year of 2015
⚫ Others Codes and Acts
⚫ Delegated legislations

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 II/ Civil legal relations

Civil legal relations: Parties; Object, Content

1) Parties:
⚫ Individual: age of 6- age of 15- age of 18
⚫ Organizations:
⚫ legal entities
⚫ Family households and Co-operative groups
⚫ State- special party (Immunities)

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 Individuals
Individual

Parties
of Civil
legal
relation
Capacity

Civil Capacity
Legal Civil Act
of
capacity capacity
parties

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 Legal entities

⚫ Definition

⚫ Conditions to be legal entities?

⚫ Types of legal entities?

⚫ How to establish the legal entities?

⚫ Capacity of legal entities?

⚫ Activities of legal entities?

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⚫ Content
Name of a legal person

Charter of a legal person

Factors Nationality
Of legal
Entities
Managing body

The head - office

The representative
 Representatives
- Definition: Art 85

- Characteristic of representative:
+ Representative is a legal relation
+ Representative relation may be created by the law or
the will of joining party represented by mandate
contract or paper

- Kind of representative: Representation at law or

Representation under authorization
- The competence scope of representative

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How to terminate the legal person?

To be
Dissolution
bankcrupt

Reform

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To be reformed the legal entities

+ Consolidation
- Division

Merger Separation
 II/ Civil legal relations (cont)

2) Objects: are physical and mental benefits

that parties toward joining a specific relation.
- Property: - Types
- Conducts
- Non-conducts Right
Obligation

3) Content: the rights and obligations of parties

joining in the relation.

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 III/ Ownership rights
Elements of ownership
1.Right of possession:
- The right to hold and manage the asset
- Who has the right of possession?
- What are the forms of right of possession?
2. Right of usage
- The right to exploit the utility and enjoying the yields and
profits arising from assets in the scope of the law
3. Right of disposal
- The right to transfer the ownership to other or release the
ownership
- Any limitation with the right of disposal?
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2. Forms of ownership

3. Methods of ownership rights protection

⚫ Right to reclaim
⚫ The right to request the prevention or
termination of acts of illegally obstructing
⚫ The right to request compensation for damage

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 IV/ Civil obligations
1. Definition
2. Bases for giving rise to civil obligations
3. Bases for termination of a civil obligations
4. Types of civil obligations:

Separate of Civil obligations

Joint Civil obligations

Divisible civil obligations Indivisible civil obligations

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 IV/ Civil obligations (cont.)
3) Principles and contents to perform civil obligation
4) Transfer of rights/obligations
- Transfer of rights
- Transfer of obligations
5) Securities for performance of civil obligations
⚫ Pledge of property;
⚫ Mortgage of property;
⚫ Deposit; -Definitions?
⚫ Security collateral; -Characteristic?
⚫ Escrow deposit; -Parties?
⚫ Title retention; -Objectives?
⚫ Guarantee; -Form?
⚫ Fidelity guarantees; -Right and duty
⚫ Lien on property.
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 V/ Civil contract

1. Definition
2. Principles of entering into civil contracts
3. Entering into civil contract
1) Offer
2) Acceptance
4. Form of contract
5. Types of contract
6. Essential elements of a valid contract
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2011
 Definition

⚫ What is contract?
⚫ Contract is an agreement made between
two or more parties that enforceable
create rights and obligations by law
⚫ A contract may be defined as an
agreement which legally binds the parties
⚫ What is sale of goods contract?
⚫ Why do we need a contract law?

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 AGREEMENT INTENTION CONSIDERATION

VALID
CONTRACT
FORM Legality

Genuine
Content
consent

Capacity

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 AGREEMENT

In sale of goods: who is offeror and offeree?

Contract

Makes offer to
Offeror Offeree

Accepts

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 Offer

⚫ “An offer is a legally binding promise

made by one party to another party”
⚫ A definite offer may be made to a
class of persons or to the world at
large
⚫ Supply of information is not a offer
⚫ Distinguished invitation to treat

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 Certain and definite terms

⚫ Parties
⚫ Subject matter of the contract
⚫ Price
⚫ Payment terms
⚫ Delivery terms
⚫ Performance times

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 Invitation to treat

⚫ An invitation to treat is an indication that

someone is prepared to receive offers (i.e.
one party invites the other to make an offer)
with the view to forming a binding contract. It
is not an offer in itself.

An
Auction Invitation
to treat invitation
sales for tenders

Exhibition of
Advertisements
goods for sale
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 Death of Death of Counter
offeror offeree offer

Death Rejection

Termination of
offer

Failure of Lapse of
Revocation time
condition
End of
End of
reasonable
specified time
time
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 Three examples of how a contract can be
made

Invitation to
Offer Offer
treat

Counter
Acceptance Offer
offer

Contract Acceptance Acceptance

Contract Contract

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 Acceptance
⚫ Acceptance of an offer means unconditional agreement
to all the terms of that offer → “Mirror image” rule
⚫ Acceptance must be communicated
⚫ Exceptions to the communication rule
+Terms of the offer: silence as acceptance
Felthouse v Bindley 1862 -50
+ Conduct of the offeror:
Brogden v Metropolitan Railway Co 1977 -49
+ The postal rule

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 Acceptance
⚫ Postal rule: The acceptances take effect when
they are posted, rather than when they are
communicated

Postal rule Received rule

⚫ Exception to postal rule

Offers requiring Instant methods of
communication of acceptance communication

⚫ Entores v Miles Far East corporation (1955)

⚫ Brinkibon v Stahag stahl GmbH (1983)
⚫ Effect of postal rule
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 Practice exercise
⚫ At 9.00 am Monday 13 August, Dung, a car dealer, send a telex to
Trung offering to sell him a rare vintage car for $50,000. Trung
receives the telex at 9.15 am and telexes his acceptance at 1.00
pm. Trung is aware that Dung’s office is closed for lunch between
1.00 and 2.00 pm. On his return to office, Dung does not bother to
check whether he has received a telex from Trung and at 2.30 pm
receives an offer for the car from Ford, which he accepts. At 4.00
pm Trung hears from another car dealer that Dung has sold the car
to ford. He is advised that it will cost him an additional $2,000 to
buy a similar car and he immediately sends Dung another telex
demanding that the original car be sold to him. Dung receives this
telex at 5.pm, at the same time as he reads the acceptance telex

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 Guideline

⚫ Issue: offer and acceptance

⚫ Communication acceptance: telex was
sent outside working hours, when should
it take effect?
⚫ Revocation could be make by third party

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 V/Civil contract (cont.)

3) Remedies ⚫ Basis:
Students are required to find
basis for these remedies
+ Liquidated Damages

+ Unliquidated damages 4) Excuses for nonperformance

- Force majeure
+ Rescission - Performance of contract upon
the basic change of
circumstances
+Termination

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 VI. Tort law

⚫ Definition

⚫ Grounds giving rise to liability to compensate for

damage

⚫ Principles of compensation for damage

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2011
 VII. Statue of limitation
Ha Anh, a cashier, embezzles money from the deli where he
works. The missing money is noticed a week later, but Tommy's
boss and sole owner of the deli suspects another cashier.

When confronted, the other cashier denies any involvement and

claims that he suspects Ha Anh. Nevertheless, the boss sues the
other cashier for embezzlement and loses in court.

Two years after confronting the other cashier, the boss finds
conclusive evidence that Ha Anh embezzled the money. The
evidence includes a security tape and statements from
witnesses. The next day, Ha Anh's boss sues him for
embezzlement.
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2011