Part 1: Overview of Civil Law ......................................................................................

2
Part 2: Overview of Civil Law in Vietnam ..................................................................2
2.1. Objects of Regulation of Civil Law ......................................................................2
2.2. Methodology (Phương pháp điều chỉnh): ............................................................3
2.3. Principles (Art 3) ..................................................................................................3
2.4. Definition: .............................................................................................................4
2.5. Civil Code of Vietnam 2015 .................................................................................4
Part 3: Civil Legal Relations ........................................................................................4
3.1. Definition ..............................................................................................................4
3.1.1. Legal relations = Social relations + Legal norms ..........................................4
3.1.2. Civil legal relations........................................................................................5
3.2. Elements of civil legal relations ...........................................................................5
3.2.1. Subjects ..........................................................................................................5
3.2.2. Objects: (Non) conducts, properties ............................................................ 12
Part 4: Ownership relations .......................................................................................15
4.1. Ownership relations as civil legal relations.......................................................15
4.2. Elements of ownership rights (Art 158) ............................................................. 16
Part 5: Civil Obligations ............................................................................................. 20
5.1. Definition (Art 274) ............................................................................................ 20
5.2. Bases for giving rise to civil obligations ............................................................ 20
5.3. Types of civil obligations: Art 287 – 291 ...........................................................21
5.4. Transfer of rights/obligations .............................................................................21
5.5. Securities for performance of civil obligations ..................................................21
Part 6: Civil Contracts ................................................................................................ 21
6.1. Definition (Art 385) ............................................................................................ 21
6.2. Principles of entering into civil contracts ..........................................................22
6.3. Entering into civil contracts: Offer + Acceptance = Contract ..........................22
6.3.1. Offer (Art 386.1) .........................................................................................22
6.3.2. Acceptance (Art 393) ..................................................................................22
6.4. Forms of contracts .............................................................................................. 22
6.5. Types of contracts ............................................................................................... 23
6.5.1. Art 406 .........................................................................................................23
6.5.2. Art 117 .........................................................................................................23
6.6. Essential elements of a valid contract ................................................................ 23
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 6.7. Liability for breach of contracts .........................................................................23
6.8. Excuses for non – performance ..........................................................................23
Part 7: Exercises ..........................................................................................................23
7.1. Short – answered questions ................................................................................23
7.2. Case – solving problems, apply IRAC model .....................................................24
Part 1: Overview of Civil Law
1. Subject – matters/Contents:
Controls the actions between individuals and or business organizations
2. Aim:
Compensate a person who has suffered a loss by receiving money (Damages)
3. Disputants:
- At first-instance courts:
✓ Plaintiff = Claimant ✓ Cross-plaintiff
✓ Defendant/Respondent ✓ Cross-defendant
- At appeal courts:
✓ Appeallant
✓ Appealle
4. Burden of Proof (Who has to prove?) The plaintiff
5. Standard of Proof (How much evidence is sufficient to win a lawsuit?)
Balance of probabilities
6. Verdict: Proven or Not proven
7. Remedies: Damages, Injucntions, Specific performance

Part 2: Overview of Civil Law in Vietnam

2.1. Objects of Regulation of Civil Law
Civil Relations (Art. 4.1)

This law is a common law that applies to civil relations

- What? Relations established on the basis of

✓ Equality: Bình đẳng
✓ Freedom of will: Tự do ý chí
✓ Independence of property: Độc lập về tài sản

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 ✓ Self – responsibility: Tự chịu trách nhiệm
- Eg?
✓ Civil relations: Quan hệ dân sự
✓ Marriage and Family relations: Quan hệ hôn nhân và gia đình
✓ Business and Trade relations: Quan hệ kinh doanh và thương mại
✓ Labour relations: Quan hệ lao động
✓ Inherence relations: Quan hệ thừa kế
- Types of civil relations?
✓ Property relations: Quan hệ tài sản (Art 105)
✓ Person (identity) relations: Quan hệ nhân thân
Property relations Personal identity relations
Definition Party <Property> Party Party <Personal …> Party
Features Property movable bwt parties Normally immoveable
With monetary nature Without monetary nature
Sales of goods contracts: Husband <Right to marriage>
Seller give goods to buyer Wife
Buyer give money to seller
Example
Labour contracts Celebrity <Right to image>
Employee give labour to employer Showman
Employer give money to employee
2.2. Methodology (Phương pháp điều chỉnh):
- Equality - Independence of property
- Freedom of will - Self – responsibility
2.3. Principles (Art 3)
- Principle of Equality
- Principle of Freedom and Voluntariness
- Principle of Goodwill and honesty
- Principle of Non – violation of interests (of the Nation, the Public and other persons)
- Principle of Self – Liability
✓ Civil liability: Types of civil liability/responsibility/remedies in civil law
• Specific performance • Cancellation

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 • (Liquidated) damages • Restitution…
✓ Civil obligation
• + Proper fulfilment/performance = No liability
• + No/Improper fulfilment/performance = Civil liability
2.4. Definition:
Civil law is a separate law branch in Vietnam law system, a set of rules regulating
property relations and personal identity relations on the basis of equality, freedom of
will, independence of property and self – responsibility

2.5. Civil Code of Vietnam 2015

- 689 articles
- 6 parts: General provisions, Ownership rights & other property – related rights,
Obligations & Contracts, Inheritance, Civil Relations involving foreign elements,
Implementation provisions

Part 3: Civil Legal Relations

3.1. Definition
3.1.1. Legal relations = Social relations + Legal norms
Subjects Contents Objects
Parties (to the Rights and obligations of parties in Benefits aimed at
What?
legal relations) connection to the object by parties
Individuals Properties
Obligations of
Types Organizations Rights of parties Conducts
parties
States Non – conducts

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3.1.2. Civil legal relations
- What?
✓ Social relation + civil law
✓ Civil relation + civil law
✓ Objects of regulation of civil law: Relation established on the basis of …

3.2. Elements of civil legal relations

3.2.1. Subjects
a) Individuals/Natural persons:
Regarding legal capacity, take a look at Art 19 Civil Code 2015
Capacity (Năng lực chủ thể) = Civil Legal Capacity (Năng lực pháp luật dân sự) +
Civil Act Capacity (Năng lực hành vi dân sự)
Civil Legal Capacity Civil Act Capacity
Capacity to establish and exercise
Capacity to have civil rights and
Definition civil rights and obligations through
obligations
the acts of such natural person
Not all individuals have the same
civil act capacity
All individuals have the same Types of civil act capacity:
Features civil legal capacity ✓ No CAP: < 6 yrs old
Duration: From birth to death ✓ Limited CAP: 𝟔 ≤ x < 18
✓ Full CAP: ≥ 18, except for
• Loss of CAP

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 • Restriction of CAP
CASE – SOLVING:
Born on 30/12/2002, B is leaving his hometown to start schooling at a university. To
settle down, B considers renting a room in an apartment near the campus and
fortunately has found a desirable place. (Art 16-24, Civil Code 2015)
a. Can B by himself conclude a lease contract with the potential landlord?
I: Can B by himself conclude a lease contract with the potential landlord?
R: Art 19, Art 20
A: Art 20.1
+) A1: persons = B (B is an individual)
+) A2: who are 18 years of age or older = B’s age (20 years old)
 B is an adult
Art 20.2:
+) A1: adult = B
+) A2: except for the cases prescribed in Art 22, 23 and 24 of this Code
- First case: A4 did not meet => B won’t have full civil act capacity
- Second case: A4 met => B shall have full civil act capacity => Art 19 met: B has
capability to establish and exercise civil rights and perform civil obligation through
his/her acts
C: B cannot by himself conclude a lease contract if he is a person with lack of legal
capacity…
B can himself conclude a lease ...
b. After moving in, B is buying some personal stuffs, including lamps and hangers. Can
B do the shopping on his own?
I: Can B do shopping on his own?
R: Art 20.1, Art 20.2, Art 19
A: Art 20.1: +) A1: persons = B (B is an individual)
+) A2: who are 18 years of age or older = B’s age (20 yrs old)
 B is an adult
Art 20.2:
+) A1: adult = B
+) A2: except for the cases…
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- First case: A4 did not meet => B won’t have full civil act capacity
✓ B is lack of civil act capacity => B cannot do …
✓ B is a person with limited civil act capacity
Art 24.2: Transactions to meet the needs of daily life = buying some personal stuffs,
including lamps and hangers => B can …
- Second case: A4 met => B shall have full civil act capacity => Art 19 met: B has
capability to establish and exercise civil rights and perform civil obligation through
his/her acts
C: …
c. To cover his monthly expenses, B plans to apply for a part-time job. If successful, can
B conclude the labour contract with the potential employer? (Giống câu a)
d. Do your answer differ if B is found to be born on 17/11/2002 instead?
No because no matter what date B was born in 2002, by 2022, B will be over 20 yrs old
e. After one year at university, instead of concentrating on schooling, B gets addicted to
cocaine, therefore decides to quit the university and returns home. From then on, he has
sold out his household assets to cover his drug expenses. How can his parents stop him
from doing so from a legal perspective?
I: How can his parents stop him from doing so from a legal perspective?
R: Art 20, Art 24 Civil Code 2015
A: Art 20.1:
+) A1: persons = B (B is an individual)
+) A2: who are 18 years of age or older = B’s age (20 years old)
 B is an adult
Art 24.1:
+) A1: at the request of a person with related rights or interests or a relevant agency or
organization = at the request of his parents
+) A2: excessive drug consumption or other psychotropic substances, worsening
material situation of the family = B gets addicted to cocaine, he has sold out…
 A court shall issue a decision to declare B with limited legal capacity
 The court shall appoint a legal representative of the person with limited legal
capacity and the representation scope: B’s parents may become his legal…
Art 24.2:
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+) A1: All civil transactions related to the property = B might sell his household assets
in the future
+) A2: a person with limited legal capacity declared by a court = B
C: His future transactions must obtain the consent of his parents, so his parents can stop
him from selling his household assets. B’s parents can fill a legal file to ask the Court to
declare B with limited capacity for civil acts. B’s parents can use their representation
scope to disable the transaction
f. What if B is a addicted gambler or game player instead?
I: Can B’s parents stop him from doing so from a legal perspective if B…?
R: Art 20.1, Art 24.1, Art 24.2
A: Art 20.1:
+) A1: persons = B (B is an individual)
+) A2: who are 18 years of age or older = B’s age (20 years old)
 B is an adult
Art 24.1: +) A1: at the request of a person with related rights or interests or a relevant
agency or organization = at the request of his parents
+) A2: excessive drug consumption or other psychotropic substances, worsening
material situation of the family = not met
C: His parents can not stop him from selling …
b) Organizations
Other organizations
Legal Family Cooperative
without legal entity
entities households groups
status
Conditions to
Art 74 Art 106 Art 111
become …
Legal
Art 85 Art 107 Art 113
representative
Liability
✓ … Art 87 Art 103
✓ Members
CASE – SOLVING:
Ex1: Are the following entities legal persons? (Art 74.1 → Art 83, 87, 84)
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– FTU (Yes)
I: Is FTU a legal person?
R: Art 74.1
A: +) A1: An organization = FTU is an educational organization
+) A2: It is legally established as prescribed in this Code and relevant laws = FTU is
established by the government
+) A3: It has an organizational structure prescribed in Article 83 of this Code =
Organizational structure
President

Vice pres 2: Unit

Deport, Institute, Faculty council

Vice pres 1 Vice pres 2

+) A4: It has property independent from other natural and juridical persons and bears
liability by recourse to its property =FTU has its own property: self-liable for its debts
+) A5: It participates independently in legal relations in its own name = FTU has its own
name: use its own name in civil relations
C: FTU is a legal person
– A sole proprietorship (No)
I: Is a … a legal person?
R: Art 74.1
A: +) A1: An organization = an economic organization
+) A2: It is legally established as prescribed in this Code and relevant laws = legally
formed (by the decision of the authority)
+) A3: It has an organizational structure prescribed in Article 83 of this Code = Owners,
president, CEO => Sales and marketing, service, delivery, office manager… It is owned
and operated by a single individual who has a final decision about strategy, marketing
and financial problems
+) A4: It has property independent from other natural and juridical persons and bears
liability by recourse to its property = No
✓ Owner enjoys the profit from the business
✓ In legal terms, business = the owner
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  No self – liability => Liability is limited to the owner’s assets (owner has to take
all the risks)
+) A5: It participates independently in legal relations in its own name = No party to
transaction by its own name
C: Sole propietorship is not a legal person
– A limited liability company
I: Is a ….?
R: Art 74.1
A: +) A1: An organization = an economic organization
+) A2: It is legally established as prescribed in this Code and relevant laws = legally
formed (by the decision of the authority)
+) A3: It has an organizational structure prescribed in Article 83 of this Code = Owners,
president, CEO => Sales and marketing, service, delivery, office manager… It is owned
and operated by a single individual who has a final decision about strategy, marketing
and financial problems
+) A4: It has property independent from other natural and juridical persons and bears
liability by recourse to its property = self-liable for its debts
+) A5: It participates independently in legal relations in its own name= Participate
independently in legal relations in its own name
C: A … is a legal person
– A joint stock company
I: Is …?
R: Art 74.1
A: +) A1: An organization = an economic organization
+) A2: It is legally established as prescribed in this Code and relevant laws = legally
formed (by the decision of the authority)
+) A3: It has an organizational structure prescribed in Article 83 of this Code = Owners,
president, CEO => Sales and marketing, service, delivery, office manager… It is owned
and operated by a single individual who has a final decision about strategy, marketing
and financial problems
+) A4: It has property independent from other natural and juridical persons and bears
liability by recourse to its property = self-liable for its debts
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+) A5: It participates independently in legal relations in its own name= Participate
independently in legal relations in its own name
C: A joint … is a legal person
– The headquarter/branch/subsidiary of an enterprise
I: Is the …?
R: Art 84.1
A: +) A1: Each brand and/or representative office = The headquarter/branch/subsidiary
of an enterprise
+) A2:
C:
Ex2: An enterprise bears a debt of 10 billion VND while its assets total 1 billion VND
– Determine the threshold of the enterprise’s liability? (Article 74)
– Do its owners have to cover its debt by their own private assets in the following cases?
• The enterprise is a sole proprietorship
• The enterprise is a limited liability company
• The enterprise is a joint stock company
(Làm như bài 1)
C: - The threshold of the enterprise’s liability is 10B VND
- The enterprise is a sole proprietor => Owners have to cover the debt by their own
private assets
- The enterprise is a limited liability company => Owners don’t have to cover the debt
by their own private assets
- The enterprise is a joint stock company => Owners don’t have to cover the debt by
their own private assets
Ex3: If you want to start up an enterprise, which of the following are you choosing?
A sole proprietorship, a limited liability company, a joint stock company. Does your
preference differ if you are now an employee in the enterprise instead?
- If I want to start up an enterprise, I’ll choose a sole proprietorship. Because a sole …
allows the owner to have total control over decisions, finances and anything else
involved with how my company functions. Therefore, it is easier for me to run my
business the way I want. Moreover, I will fully own the interest gained by the company

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- If I am now an employee in the enterprise, I will choose a joint stock company, then I
will participate as a capital contributing member and will be responsible within the
amount of capital I contribute thereby limiting risks, creating stability and safe
c) States…
3.2.2. Objects: (Non) conducts, properties
- Properties (Art 105)
✓ Objects:
• Primary & Auxiliary (Art 110): Laptop & Speaker
• (In) divisible (Art 111): Electricity & cellphone
• (Non) consumable (Art 112): Breakfast & Motorbike
• (Un) identified (Art 113): Clothing & personal ID cards
✓ Money: Coins
✓ Valuable papers: Stocks, shares/bonds/cheques, banknotes
✓ Property rights (Art 115): copyright, land – use right
- Properties (Art 106, 107)
✓ Movables
✓ Immovables
✓ Eg:
• Real estates, land patches, islands
• Dwellings: Housings, building blocks, villas, apartments, resorts, hotels, hostels,
dormitories
• Offices, schools, hospitals, farms, mills/plants, zoos, gardens, shops, theaters,
cinemas, restaurants, parks, parking – lots
• Roads, airports, rail tracks, bridges, canals, tunnels, cellars, lighthouses,
reservoirs, wells, bus stations
• Fences, gates, light poles, lighting rods
• Natural minerals (gas, nickels, bronze, silver…)
• Plantations, plants, trees
- Properties (Art 105.2)
✓ Existing properties
✓ Off – plan properties

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CASE – SOLVING:
1. You are buying a PC set at an electronics shop. Can the shop require you to pay extra
money for the screen, keyboard on the grounds that they do not accompany the PC? (Art
110)
I: Can the shop require to pay extra money for the screen, keyboard…?
R: Art 110
A: Art 110.1
+) A1: an independent object = PC
+) A2: the utility of which can be exploited according to its functions = functions of PC
 PC is a primary object
Art 110.2:
+) A1: an object = screen, keyboard
+) A2: directly supports the exploitation of the utility of a primary object = function of
screen and keyboard
+) A3: part of the primary object but which may be separated from it = screen, keyboard
are parts of the PC but may be separated from it
 Screen and keyboard are auxiliary objects
Art 110.3:
+) A1: performance of an obligation to transfer a primary object = buying a PC set at an
electronics shop
+) A2: any auxiliary objects = Screen and keyboard
+) A3: unless otherwise agreed = I can deal with the shop to not buy screen, keyboard
since I’ve already had them
C: The shop cannot require to charge extra money for the screen and keyboard. And if
a term is agreed on just buying the PC set, I can just buy the PC set
2. At the moment of dissolution, remaining assets of an enterprise comprise of (Art 111)
– A 500m-VND automobile
– A 20m-VND set of computer
– A 10m-VND printer
– A table and a dozen of chairs of 20m-VND worth in total
a. How can you divide them equally among two owners of the enterprise?
I: How to divide the remaining assets equally?
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R: Art 111.2
A: +) A1: an object = a 500M automobile…
+) A2: which, after being divided, is not able to retain its original characteristics and
usage = met => indivisible objects => When an indivisible object needs to be divided,
it must be valued in money for the purpose of division.
C: All of these assets must be valued in money
+) Total money: 550M
+) Sell all of these and each receive 275M
b. What if, either of the two owners insists on keeping the automobile for himself?
If one insists on keeping the automobile, he/she needs to make sure the other agrees and
receive exactly 275M (one keeping automobile give 225M to the other)
3. You are renting a car to travel to the countryside. When returning the car to the leaser,
you are requested to either refill the car or to pay for the used amount of petroleum. Are
you obligated to do so? Article 112, Civil Code 2015
I: Am I obligated to either refill the car or to pay for the used amount of petroleum when
returning the rented car to the leaser?
R: Article 112, Art 472 Civil Code 2015
A: Art 472
+) A1: an agreement = an agreement to rent a car
+) A2: parties: I (lessee) & leaser (lesser)
+) A3: property = a car
+) A4: use during a fixed term and the lessee is required to pay rent = met
 It is a contract for lease of property
Art 112.1:
+) A1: an object = petrol
+) A2: which, after being having been used once, loses or is not capable of retaining its
original characteristics, appearance and usage = met
 Consumable object:
✓ First case: Package rental – rental fees include the price of petrol => Petrol is
an object of the contract
✓ Second case: Rental fees don’t include petroleum price => Petrol is not an
object of the contract
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C: Depend on the contract…
4. Believing that the number series of 8888 is good for your fate, you are buying a
motorbike with the plate-number of xxx-8888. The seller, initially agreeing so, but then
changed his mind and is replacing it with another bike of the same model, year of
production and quality, but with another number plate. Do you have to accept the
replacement? (Art 113)
I: Do I have to accept the replacement of the bike of the same model, year of production
and quality, but with another number plate?
R: Article 113.2, 385, 392 Civil Code 2015
A: Art 385:
+) A1: an agreement between parties in relation to the establishment, modification or
termination of civil rights and obligations = an agreement bwt me & the seller in relation
to the establishment of possession of a motorbike with the plate number of …
Article 392:
+) A1: an offeree = the seller
+) A2: accepts the offer to enter into a contract but specifies conditions or amendments
to the offer = agreeing so, but then changed his mind and is replacing it with another
bike of the same model… => The seller shall be deemed to have made a new offer
Article 113.2:
+) A1: an object = a motorbike
+) A2: which is distinguishable from other objects by its own characteristics regarding
markings, appearance, color, material, nature or position = this motorbike is
distinguishable from another bike of the same model, year of production and quality by
the plate number of…
 Motorbike is a distinctive object
 An obligation to transfer a distinctive object is only able to fulfill by transferring
that particular distinctive object
C: I don’t have to accept the replacement….

Part 4: Ownership relations

4.1. Ownership relations as civil legal relations
Subjects Contents Objects

15
 Rights of the owner
- Right to possess
Owner
- Right to use
Properties
Ownership - Right to dispose
relations Obligations to respect the
The rest
ownership rights
Individuals, States, 2.2.2
Orgnizations
4.2. Elements of ownership rights (Art 158)
Right to possess Right to use Right to dispose
What Art 179.1 Art 189 Art 192
Who has the Art. 179.2
Art 190 – 191 Art 194-195
right to exercise Art 186 - 188
Possession with legal Use with(out) - Disposal with legal
bases: Art. 165.1 legal bases bases: Art 193-195
Possession without legal - Disposal without
bases: Art. 165.2 legal bases
✓ In good faith: Not
Classification
know & Could not
have known
✓ Not in good faith:
Know or must have
known
CASE – SOLVING:
1. Anh by accident found a dropped Iphone in the university campus.
- Can she possess it legally? (Art.s 165 → 230.1 → 180-181)
I: Can A possess it legally?
R: Art 165.1d, Art 230.1, Art 181
A:
Art 165.d:
+) A1: A person = Anh

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+) A2: the property with unidentified owner, which has been let drop in the ground =
the Iphone dropped in the university campus
+) A3: in accordance with the law => Art 230.1
Art 230.1:
+) A1: A person finding an object which another person has lost or mislaid = Anh
+) A2: being aware of the address of the person having lost or mislaid the object = Anh
knows the adress of the owner
+) A3: not aware of the address of the person having lost or mislaid the object = Anh
doesn’t know the address of the owner of the Iphone
✓ First case: Anh informed or returned the object to such person, or she informed
or delivered the phone to the owner or the people’s committee/police station =>
A3 (165.1d) met => Anh has the possession of the phone with a legal basis
✓ Second case: Anh didn’t inform or deliver the phone to the owner or the people’s
committee or police station => This case is not in accordance with the law => A3
(165.1d) not met => Anh has the possession of the phone but not with a legal…
Art 181: +) A1: possessor = Anh
+) A2: knew she has no right to the property under his/her possession = the phone
=> Anh possesses the phone not in a good faith => Anh can’t possess the phone
legally
C: Depend on the cases…
- Can she own it legally? And in which situation? (Art. 230.2)
I: Can An own the …?
R: Art 230.1, Art 230.2
A: Art 230.1:
+) A1: A person finding an object which another person has lost or mislaid = Anh
+) A2: being aware of the address of the person having lost or mislaid the object = Anh
knows the adress of the owner
+) A3: not aware of the address of the person having lost or mislaid the object = Anh
doesn’t know the address of the owner of the Iphone
- First case: Anh do not return the phone or deliver the phone to the people’s committee
or police station => Art 230.1 not met => Anh can’t own the phone legally

17
- Second case: Anh returns the phone to the owner if A knows the address, or deliver
the phone to the people's committee or police station of the nearest commune in order
that a public announcement may be made notifying the owner to reclaim the object.
Art 230.2:
+) A1: after one year from the date of the public announcement of the object having
being found = After 1 year from the date A do a public announcement to notify the
owner to find the phone
+) A2: the owner of the object is still not able to be identified or the owner does not
claim the object = the phone’s owner of the object is unknown
- First case: the value of lost or mislaid object is up to ten-month base salary provided
for by the State => C can own the phone legally
- Second case: the value of the found object is more than the equivalent of ten-month
base salary provided for by the State => A can’t own the phone legally but shall be
entitled to the value of ten – month base salary
C: A can own the phone legally if after 1 year from the date of the public announcement,
the owner still not able to be identified or the owner does not claim the phone, and the
value of the phone is up to 10 month base salary provided by the state
A can’t own the phone legally if …
- If she keeps silence on her discovery, can she ever own the phone? (Art. 230.2)
I: Can An own the phone legally if she keeps silent?
R: Art 230.2
A: +) A1: After one year from the date of the public announcement of the object having
being found = Not met as Anh kept silent and didn’t do any public announcement
C: A can’t own the phone legally
2. As a professional diver, Bach frequently spots sunken items at the seabed. Is he
entitled to keep them for himself?
I: Is Bach entitled to keep the items for himself?
R: Art 165.d, 229
A: Art 165.d
+) A1: the possession of a property = the posession of sunken items
+) A2: A person who discovers and keeps derelict property, property with unidentified
owners = Bach
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+) A3: property which has been let drop on the ground, left over out of inadvertence,
buried or sunken = sunken items at the seabed
+) A4: in accordance with this Code and/or relevant laws
✓ First case: A4 met: Bach notifies anf returns to the owner or if the owner is not
able to be identified, he informs or delivers those items to the people’s committee
or police station of the nearest commune or a competent authority in accordance
with regulations of law
Art 229.1:
+) A1: A person finding an object which is buried or sunken = B spots…
Art 229.2:
+) A1: Ownership rights with respect to a buried or sunken object which is found
= ownership rights with request to these sunken items found by Bach
+) A2: But which has no owner or the owner of which is not able to be identified
= met
=> Ownership rights with respect to these sunken objects shall be determined,
after deducting search and maintenance expenses, as follows:
a) A found object which is an historic or cultural relic shall belong to the State as
prescribed in Law on cultural heritage and the finder (Bach) shall be entitled to
enjoy a monetary reward in accordance with law
b) A found object which is not an historic or cultural relic as prescribed in Law
on cultural heritage, and which has a value equivalent up to ten-month base salary
provided for by the State, shall belong to the finder; if the value of the found
object is more than the equivalent of tenmonth base salary provided for by the
State, the finder shall be entitled to the value of ten-month base salary plus fifty
(50) per cent of the remaining value of the object in excess of the tenmonth base
salary provided for by the State, with the remaining value belonging to the State.
✓ Second case: A4 failed: Bach does not… => Back is not entitled to keep the
sunken items for himself
C: Bach is (not) entitled to keep the …

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 Part 5: Civil Obligations
5.1. Definition (Art 274)
Civil obligations = Civil legal relations = social relation + civil law
Subjects Contents Objects
Obligors Obligation Properties
Civil obligations
Obligees Right (Non) conduct

5.2. Bases for giving rise to civil obligations

a) Based on Contracts: Art 275.1
Obligors → Obligees
Seller Goods/Stuffs Buyer
Buyer Money Seller
Land owner Real estates Tenant
Tenant Rent Land owner
b) Based on Unilateral legal acts: Art 275.2, 570, 573
Obligors → Obligees
Reward promiser Rewards Act performer/Promisee
Competition organizer Prize Winner
c) Based on Unauthorized performance of Acts: Art 574 – 576
Obligors → Obligees
Unauthorized act performer Conduct Beneficiary
Result acceptance
Beneficiary Unauthorized act performer
Reimbursement
d) Based on Unlawful possession or use of or receipt of benefits from property:
Art 579-583
Obligors → Obligees
Illegal Possessor/User/
Return Property Owner
Third-party
Illegal+Good-faith
Owner Reimbursement
Possessor/User/ Third-party
e) Based on Cause of Damage through Unlawful Acts: Art. 584

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 Obligors → Obligees
Damaging party Compensation/Damages Damaged party
5.3. Types of civil obligations: Art 287 – 291
- Separate vs Joint Civil Obligations
- Divisible vs Indivisible Civil Obligations
CASE – SOLVING:
5.4. Transfer of rights/obligations
- Transfer of rights
- Transfer of obligations
5.5. Securities for performance of civil obligations
- Pledge (Cầm cố) - Escrow Account/Escrow deposit (Ký quỹ)
- Mortgage (Thế chấp) - Guarantee (Bảo lãnh)
- Deposit/Performance bond - Pledge of trust/Fidelity guarantee (Tín chấp)
- Security Collateral/Security
Deposit (Ký cược)

Part 6: Civil Contracts

6.1. Definition (Art 385)
Civil Contracts = Civil legal relations = social relations + civil law
Element in civil contracts
Subjects Contents Objects
Civil Civil rights Properties
Parties (≥ 2 persons)
contracts Civil obligations (Non) conducts

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6.2. Principles of entering into civil contracts
- Freedom and voluntariness - Fidelity
- Equality - Good faith
- Self – determination/liability - Compliance with law and social ethics
6.3. Entering into civil contracts: Offer + Acceptance = Contract
6.3.1. Offer (Art 386.1)
Parties Contents Condition
- Offeror Clearness (of expression)
- Intention to enter into the
- Offeree: ≠ Invitation to treat
contract
✓ A specific party Art 398, Art 388.1a,
- Being bound by the offer
✓ The public Art 389.1b, Art 390
6.3.2. Acceptance (Art 393)
- By offeree to offeror
- Conditions: Without modification/addition or Silence
New offer/
Acceptance Rejection
Counter - offer
Yes x
Yes + modification x X (Art 392)
Yes + addition x X
Silence x (when it is agreed x (unless it is
upon or habit agreed upon or
established by the habit established
parties) by the parties)
No x
6.4. Forms of contracts

22
6.5. Types of contracts
6.5.1. Art 406
- Bilateral and unilateral contracts
- Principal and ancillary contracts
- Contracts for the benefit of 3rd – party
- Conditional contracts
6.5.2. Art 117
- Subjects
- Objects of contracts
- Contents of contracts
- Forms of contracts
- Fundamental principles of contract law
6.6. Essential elements of a valid contract
6.7. Liability for breach of contracts
Basis of liability Remedies
- Breach - Causation - (Un)Liquidated - Rescission
- Damage - Fault damages - Termination
6.8. Excuses for non – performance
- Force majeure
- Dirty hand

Part 7: Exercises
7.1. Short – answered questions
1. As a general rule, silence cannot constitute acceptance (T)
According to Article 393.2 Civil Code 2015: The silence of the offeree shall not mean
an acceptance of the offer to enter into the contract, unless it is agreed upon or habit
established by the parties.
In the case, there is no mention regarding any special exceptions stated in the law.
Therefore, as a general rule, silence cannot constitute acceptance.
2. A counter – offer counts as a rejection of the original offer (T)

23
According to Article 392 Civil Code 2015: 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.
Counter – offer is an amendment of the offer proposed by the offeree. The offeree
introduces a new offer to the offeror, and the original offer is no longer accepted.
This means that a counter – offer counts as a rejection of the original offer.
3. Anh issued an invitation to tender for a contract (đấu thầu), and Binh submitted
her terms (Binh đưa ra điều khoản của cô ấy). Therefore, Anh made an offer that
Binh accepted (F)
An invitation to tender for a contract can be defined as an invitation to treat, not an offer.
According to Article 392 Civil Code 2015: 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.
Binh submitted her terms, meaning that she was making amendments to the original
invitation. She did not accept Anh’s inviation. She was making a new offer instead.
4. Advertising an auction is an offer to sell (F)
Advertising an auction is an invitation to treat, to the offer of the seller. The parties are
invited to place their bids, the highest bid is usually accepted. Fall of the hammer in the
auction amounts to acceptance.
5. Is studying a civil obligation? (F) (Art 274, 275)
The main beneficiary of studying is the students. Students study for their own interest,
which means they are the only party in the process of studying.
7.2. Case – solving problems, apply IRAC model
1. A (5 years old) loves singing and would like to register for a telent competition
a) Advise A on how to do so? Can A register by herself?
I: Can A register by herself?
R: Art 116, Art 21.2
A: Art 116
+) A1: a contract or a unilateral legal act which gives rise to, changes or terminates civil
rights and/or obligations = talent competition is a unilateral legal act
Art 21.2:
+) A1: Civil transactions = talent competition
24
+) A2: Child = A
+) A3: under 6 years old = A’s age (5 yrs old)
C: A cannot register by herself. A’s legal representative can, so A can ask her parents
to register for her
b) After winning the 1st prize in the competition, A would like to put the awarded money
some in a saving account. Can A do so by herself?
I: Can A put the awarded money in a saving account by herself?
R: Art 385, Art 116, Art 21.2
A: Art 385
+) A1: an agreement = put money in a saving account
+) A2: parties = A and the bank
+) A3: the establishment, modification or termination of civil rights and obligations =
the establishment civil rights and obligations
Art 116:
+) A1: a contract or a unilateral legal act which gives rise to, changes or terminates civil
rights and/or obligations = put money in a saving account is a contract
Art 21.2:
+) A1: Civil transactions = put money in a saving account
+) A2: child = A
+) A3: under 6 yrs old = A’s age (5 yrs old)
C: A cannot put the awarded money in a saving account by herself, but her legal
representative can, so A can ask her parents to do it for her
c) Lots of showmen are approaching A to offer performance contracts. Advise these
persons on how to conclude contracts. Should they contact A directly?
I: Should showmen conclude contracts with A directly?
R: Art 21.2
A: +) A1: civil transactions = conclude contracts
+) A2: child = A
+) A3: under 6 years = A’s age (5 yrs old)
C: A cannot conclude … So showmen should not…

25
d) Being determined to be a professional singer, 5 yrs after the competition, A would
like to be a trainee in an entertainment company. Can A sign the training contract by
herself?
I: Can A sign the training contract by herself?
R: Art 21.3
A: +) A1: civil transaction: training contract of an entertainment company
+) A2: Person = A
+) A3: From 6 to under 18 years of age = A’s age (10 yrs old)
C: A cannot sign the …

26