1.

False
If the two parties cannot
make an agreement on the
applicable law, then the
court shall decide the
applicable law.
2. False
According to Art.16.1, CISG
1980, a revocation of an
offer will be effective if the
revocation reaches the
offeree before he has
dispatched an acceptance.
3. False
According to 188. 4,
Vietnam Law on Enterprises
2020, a sole proprietorship
must not contribute capital
upon establishment or
purchase shares or stakes of
partnerships, limited liability
companies or joint stock
companies.
4. True
5. False
An arbitration clause cannot
simultaneously select both
court and the arbitration.
 1. True
2. False
According to Article 302.2
(Vietnam Commercial Law
2005), the value of damages
covers the value of the
material and direct loss
suffered by the aggrieved
party due to the breach of
the breaching party and the
direct profit which the
aggrieved party would have
earned if such breach had
not been committed. If the
aggrieved party wants to
claim compensation for the
“cost to prevent and
mitigate losses”, it needs to
prove the actual losses, and
must prove the “direct”
feature - that is, the breach
of the contract caused
“expenses to prevent and
mitigate losses” => only
when there are enough
documents to prove it,
compensation can be
claimed.
3. False
According to Article 188.3
(Law on Enterprises 2020),
an individual may only
establish one sole
proprietorship.
4. True
5. False
The court where the defendant has his/her place of business has no automatic jurisdiction
over disputes arising from international business contracts, only has the jurisdiction
where the parties agreed to choose.
 - First of all, the
seller's failure to
deliver the goods is
a breach of the
contract signed by
both parties.
- Second, the reason
given by the seller is
not recognized as
force majeure
because:
 The flood that
occurred in August
2015 is force
majeure for the
Manufacturer under
Contract signed on
July 4, 2015,
because this
Contract signed on
July 4, 2015, the
flood occurred in
August 2015
prevented the
Manufacturer from
delivering the goods
to the Seller.
→ The Seller did not
directly face force majeure
 The Seller knew that
the factory was
closed before
signing the sales
contract with the
Buyer, so the closure
of the factory in this
case is not
recognized as force
majeure for the Seller.
 The Seller knew that the flood occurred in the Manufacturer's country (third country) but
did not calculate carefully, believed in the Manufacturer's unsecured notice, still signed a
resale contract consignment to the Buyer on September 20, 2015, so the Seller is obliged
 to deliver the goods in accordance with the contract. If the goods cannot be delivered to
the Buyer, the Seller must be solely responsible.
⇒ Therefore, the Seller is liable to the Buyer for the failure to deliver the goods.
- The Buyer sued the Seller to claim penalty that the buyer had to pay to domestic buyers
for non-delivery:
Because the Contract does not provide for the payment of fines, the Seller must compensate for
the damage arising from the failure to deliver the goods. Because the Seller did not deliver the
goods, the Buyer did not have the goods to deliver to the domestic buyer, so the fine to be paid to
the domestic buyer is considered as the damage incurred to the Buyer, the Buyer has fully
provided the evidence of this loss, the arbitral tribunal therefore acknowledged the penalty.
→ This claim is successful.
- The Buyer sued the Seller to claim Interest of the deposit at the bank to open L/C:
Bank interest on the deposit to open the L/C is also considered a loss of the Buyer, because if this
amount is not deposited to open the L/C, the Buyer can deposit money in the bank to get interest.
The Buyer opened an L/C deposit to receive goods from the Seller, but the Seller did not deliver
the goods, so the Seller must compensate for that interest to Buyer.
→ This claim is successful.
- The Buyer sued the Seller to claim Penalty for late delivery under Article 15:
The Buyer has no right to claim a fine from the Seller because Article 15 of the Contract
stipulates a payment for late delivery, but in fact, the Seller failed to deliver rather than late
delivery. On the other hand, the Buyer who has claimed damages due to the Seller's failure to
deliver goods are not entitled to claim fines for late delivery.
→ This claim is unsuccessful.