Introduction To Law

October 27, 2021
BUSINESS LAW
LU LAM UYEN, Ph.D
Lữ Lâm Uyên, Ph.D

Lữ Lâm Uyên, Ph.D October 27, 2021
UEH LAW SCHOOL
FUNDAMENTAL CONCEPT OF LAW
- Definition of law;
- How law existed;
- The relationship between law and
ethics, economy.
- Sources of law;
- Legal relation
UEH LAW SCHOOL
WHAT IS LAW?
Law
is a set of rules which a particular country or community recognizes as regulating
the actions of its members and which it may enforce by the courts.
a set of customs and rules/regulations a

government uses to regulate the conduct of
people within a society.
WHAT IS LAW?
UEH LAW SCHOOL
• Customs and Rules/Regulation formally recognized.

• Rules and Regulations formed by the government (Legislation) which the
society/general public is bound to follow.
“Law is the command of the sovereign” (Austin)
KEY WORDS IN THE DEFINITION October 27, 2021
• Customs
are habitual ways of doing things followed by

people in a community. The customs are
followed by many people for many years in that
area until it becomes a requirement to follow
those customs.
KEY WORDS IN THE DEFINITION October 27, 2021
• Customs
are accepted as legal requirement and obligatory

rule of conduct, and failure to follow them
certain punishment is definite.
Ex:
REGULATING HUMAN October 27, 2021
CONDUCT
• Laws regulate the human conduct of citizens of the state.

• Citizens are told what to do and what not to do in various situation by the
law => their actions will be in accordance with the law.
• If they fail to comply the rules, stipulated punishment is given.
ENFORCED October 27, 2021
• Citizens will be enforced to ensure that the laws are followed.

• Obedience to the law is required and forced.
• Failure to obey the laws, punishment is specified.
CONTROLLING AUTHORITY
• Refers to a person or a group of people who were

given the power by the government to restrict, govern,
monitorand control people to obey the law.
• Ex:
- Police
- Local authorities
- Courts
NATURE OF LAW
• What is the nature of law? The “what is law” debate.

- Natural law theory: frequently characterized as
asserting that there is an essential relationship
between law and morality and Justice.
- Legal positivism: law is the command of the
sovereign backed by the threat of punishment.
SCHOOLS OF LAW
Philosophy of Law/Law Theories
Law is
Legal
Natural Law positivism a comprehensive
explanation
Law is
a system Law:
“Lex iniusta of rules + explanation of
non est lex” rules/regulations Ethis and Politic.
created by goverments
FUNCTIONS OF LAW October 27, 2021
Protect individual rights and

liberty, promote social justice
Provide a framework and rules to
help resolve disputes between
individual
Establishing standards
Laws help societies to

maintain order.
PROTECT INDIVIDUAL RIGHTS AND LIBERTY
• The laws protect individuals from other individuals,

from organizations, and even from the government.
• Individual’s right to free speech.

PROVIDE FRAMEWORK TO RESOLVE

DISPUTES BETWEEN INDIVIDUAL
• Disputes are unavoidable.
• The law provides a formal means for resolving
disputes—the court system.
• Individuals can bring their disputes before an impartial
fact-finder, such as a judge or jury.
Establishing standards
• The law is a guidepost for minimally acceptable

behavior in society.
• Laws can contribute to securing desirable behaviour.
• Laws also provide a framework for setting many other
kinds of standards: taxes, commercial transactions,
employment laws, insurance, and other important
areas.
Maintain order
• This is an offshoot of establishing standards.

• The law—when enforced—provides order consistent
with society’s guidelines.
• Laws also provide framework of structure and the way
of operation of organization which help law to be
enforced.
THE RULE OF LAW
The rule of law is a critical constitutional concept which

is used to describe the factors necessary for a well-
functioning or healthy state and, in particular, to constrain
the exercise of arbitrary power.
The rule of law
• At its most basic, the rule of law dictates:

(a) that a citizen should only be punished if it is proved
in court that they breached a law, so that people cannot
be punished arbitrarily; and
(b) that no person is above the law, and everyone is

equal before the law. This means that the law applies to
everyone regardless of social, economic or political
status or, indeed, wealth.
The rule of law
• Laws are needed in society
• Law applies equally to everyone
• No one can take away your rights, except in

accordance with the law
THE RELATIONSHIP OF LAW AND ETHICS
• Criteria Law Ethics

Form Goverment Society
Guarantee Compulsory + Voluntary+

mechanism Persuasive Public
opinion
Formal rigor More formal/serious Less formal
Scope of Most social Relationship

social impact relations in family,
work…
THE RELATIONSHIP OF
LAW AND ECONOMY
• The economy determines the law

• Law affects the economy
• Positve
• Negative
SOURCES OF LAW IN VIETNAM October 27, 2021
Customary law
Case law
Statue law
CUSTOMARY LAW
• Traditional common rule

or practice that has
become an intrinsic part of
the accepted and expected
conduct in a community,
profession, or trade and is
treated as a legal
requirement.
CASE LAW
• Part of common law, consisting of judgments given by higher

(appellate) courts in interpreting the statutes (or the
provisions of a constitution) applicable in cases brought before
them. Called precedents, they are binding on all courts (within
the same jurisdiction) to be followed as the law in similar
cases.
• Over time, these precedents are recognized, affirmed, and
enforced by the subsequent court decisions, thus continually
expanding the common law.
• In comparison, statute law is the body of acts enacted by a
legislature, and civil law does not recognize any precedent.
• Also called judge-made law.
DEFINITION OF LEGAL DOCUMENTS

LAW ON PROMULGATION OF LEGISLATIVE
DOCUMENTS 2015
 Legislative documents are

documents that contain legal
regulations and the promulgation of
which complies with regulations of
law on authority, manner, and
procedures provided for in this Law.
APPLICATION OF LEGISLATIVE DOCUMENTS
Superior document Last promulgation Legal liability
• If various legislative • If various legislative • If the new

documents contain documents legislative
different promulgated by the document does
regulations on the same agency not contain legal
same issue, the contain different liability or impose a
superior document regulations on the less serious legal
shall apply. same issue, the one liability on the acts
that is promulgated committed before
later shall apply the effective date
of the document,
the new document
shall apply
LEGAL RELATION October 27, 2021
Legal relation is a kind of social relation regulated

by at least one legal norm, resulting in legal rights
and obligations that protected by legal
enforcement
Social
relations
Norms
Legal
relations
LEGAL RELATION October 27, 2021

A (male, 20 years old) and B

(female, 18 years old) love each
LEGAL RELATION other and go to church to hold a
wedding ceremony.
X (45 years old), housewife, goes to

the market to buy water spinach.
P, a civil engineer, 30 years old, goes

to the Department of Planning and
Investment in Ho Chi Minh City to
register a company.
LEGAL SUBJECTS –
NATURAL PERSONS
• All human beings (natural persons: cá nhân) are

equally able to have rights and duties, regardless of
race, sex, age or nationality.
• Legal Personality: The ability to have rights and
duties (năng lực pháp luật)
• Legal Capacity: The capacity to hold and to
exercise rights and duties (năng lực hành vi) –
LEGAL SUBJECTS -NATURAL October 27, 2021
PERSONS
• Legal Personality
LEGAL SUBJECTS
NATURAL PERSONS
• Legal capacity refers to a person's ability to exercise their legal rights

and obligations.
Legal capacity
depends on:
Ages and mental
capacity
Lữ Lâm Uyên, Ph.D SUBJECT OF LEGAL RELATION: October 27, 2021
INDIVIDUALS
(ART 16- 24 CIVIL CODE 2015)
• Entering into a legal relation, individuals must have both legal
personality and legal capacity
Minor
Individual
(or limited)
Legal
Guardian
personality
Legal
Legal capacity
representative
MINORS
• Under 6: no legal capacity

• 6-18: civil transactions which are
performed for the purpose of
meeting the needs of daily life
suitable for the age group
• 15-18: enter in and perform civil
transactions by himself/herself,
except for civil transactions related
to real estate, movables required
registration.
LEGALLY October 27, 2021
INCAPACITATED PERSON
• Lack of legal capacity (Art 22 CC)

• Persons with limited cognition or
behavior control (Art 23 CC)
• Persons with limited legal capacity
(Art 24CC)
GUARDIAN
• Guardianship means an individual or
organization (hereinafter referred
collectively to as guardian) is required
by law or appointed to take care of
and protect legitimate rights and
interests of a minor or a legally
incapacitated person or a person with
limited cognition and behavior
control
• See Art 47-49 CC
LEGAL SUBJECTS – LEGAL PERSONS
• Legal Persons (pháp nhân)

• Legal persons may be created under Public Law (eg.
the State, National Insurance, Broadcasting
Corporations) and under Private Law (associations,
charitable societies, public limited companies, private
limited companies, co-operatives).
ORGANIZATION: LEGAL PERSON
 An organization shall be recognized as a legal person if it

meets
(Art 74-96 CC)
Legally established Organizational structure
LEGAL
PERSON
Participates independently
Independent property in legal relations
LEGAL REPRESENTATIVE
• The representative of a juridical person may be a legal
representative or an authorized representative.
• The Charter will indicate who the legal representative is
• Commercial legal person and non-commercial legal person
LEGAL RELATION
The constitution of Vietnam

and Business Freedom
THE CONSTITUTION OF VIETNAM

AND BUSINESS FREEDOM
WHAT IS A CONSTITUTION?
We need government, but government must be controlled if it is to

serve the people.
Constitution is a supreme law that is binding even on the government.
A constitution organzes and constrains power.
A constitution defines a state and the rights of its citizen.
In a democratic order, the Constitution ensures that the people

ultimately control the Government.
THE CONSTITUTION OF
VIETNAM AND BUSINESS
FREEDOM
• A constitution is primarily a set of rules and principles specifying how a country
should be governed, how power is distributed and controlled, and what rights
citizens possess.
THE CONSTITUTION OF VIETNAM AND

BUSINESS FREEDOM
Rules and guidelines for conducting

elections,
The relationship between the key

institutions, or branches, of government
The location of sovereignty
The overall type of government
What the nation stands for

GOVERNMENT STYLES
• Authoritarian - Autocratic Totalitarianism
Style of Government where the ruler or rulers Autocratic to the extreme.

do not hold themselves accountable to the Control over every aspect of
people; they rule arbitrarily. political, social and economic life.
Monarchy/ Absolute Monarchy

Autocratic – Inherited power; Divine right Monarchy/ Constitutional
Monarchy:
Transitional: Inherited, Divine right
AND Social Contract – Britain
GOVERNMENT STYLES
Democracy Republic
Rule by the people Head of state is elected; not a
Monarch
Assembly
U. S. is a democratic republic.
Direct Democracy: Each individual
casts votes on government issues U.S. Government is broken down into
3 main branches. Each is balanced
and laws.
with power and can check (stop) a
Representative Democracy (Indirect) bad decision of another branch.
– Council; legislature; parliament;
Check and Balance
Congress
October 27, 2021
GOVERNMENT STYLES
• Other Governments
• Aristocracy (“rule by the best”)
• Plutocracy
• Theocracy
• Junta
THE CONSTITUTION OF VIETNAM

AND BUSINESS FREEDOM
• The 1946 Constitution,

• 1959 Constitution,
• 2013 Consitution
“The Vietnamese People frame, implement, and protect this
Constitution for the objectives of wealthy people, powerful
nation, democracy, justice, and civilization”
VIET NAM'S STATE SYSTEM

BUSINESS FREEDOM
The Business Freedom measures the

ability to start, operate, and close a
business.
It reflects the overall burden of

regulations and the efficiency of the
government of Vietnam in the
regulatory process.
Vietnam Constitution: Article 33
“Everyone has the right to freedom of

enterprise in the sectors and trades
that are not prohibited by law”.
BUSINESS FREEDOM
Starting a business-procedures
(number), time (days), cost (% of
income per capita), and minimum
capital (% of income per capita); THE
Obtaining a license—procedures BUSINESS
(number), time (days), and cost (% of
income per capita); FREEDOM
INDEX
Closing a business
time (years), cost (% of estate), and
recovery rate (cents on the dollar)
(Source: World Bank’s Doing Business)

BUSINESS FREEDOM
Vietnam: Business freedom index (0-100) , 1995 - 2021

Vietnam: Business freedom index (0-100) , 1995 - 2021

ECONOMIC
FREEDOM Rule of Law;
Limited Government;
THE OVERALL INDEX OF
ECONOMIC FREEDOM HAS
Regulatory Efficiency
TEN COMPONENTS
GROUPED INTO FOUR
BROAD CATEGORIES:
Open Markets
VIETNAM:
ECONOMIC
FREEDOM
OVERALL
INDEX
(0-100), 1995 -
2021

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October 27, 2021

LU LAM UYEN, Ph.D

Lữ Lâm Uyên, Ph.D

FUNDAMENTAL CONCEPT OF LAW

a set of customs and rules/regulations a

UEH LAW SCHOOL

• Customs and Rules/Regulation formally recognized.

are habitual ways of doing things followed by

are accepted as legal requirement and obligatory

• Laws regulate the human conduct of citizens of the state.

• Citizens will be enforced to ensure that the laws are followed.

• Refers to a person or a group of people who were

• What is the nature of law? The “what is law” debate.

Philosophy of Law/Law Theories

Protect individual rights and

Laws help societies to

PROTECT INDIVIDUAL RIGHTS AND LIBERTY

• The laws protect individuals from other individuals,

• Individual’s right to free speech.

PROVIDE FRAMEWORK TO RESOLVE

• The law is a guidepost for minimally acceptable

• This is an offshoot of establishing standards.

THE RULE OF LAW

The rule of law is a critical constitutional concept which

The rule of law

• At its most basic, the rule of law dictates:

(b) that no person is above the law, and everyone is

The rule of law

• Laws are needed in society

• Law applies equally to everyone

• No one can take away your rights, except in

• Criteria Law Ethics

Guarantee Compulsory + Voluntary+

Scope of Most social Relationship

• The economy determines the law

• Traditional common rule

• Part of common law, consisting of judgments given by higher

DEFINITION OF LEGAL DOCUMENTS

 Legislative documents are

APPLICATION OF LEGISLATIVE DOCUMENTS

Superior document Last promulgation Legal liability

• If various legislative • If various legislative • If the new

Legal relation is a kind of social relation regulated

LEGAL RELATION October 27, 2021

A (male, 20 years old) and B

X (45 years old), housewife, goes to

P, a civil engineer, 30 years old, goes

• All human beings (natural persons: cá nhân) are

• Legal capacity refers to a person's ability to exercise their legal rights

• Under 6: no legal capacity

• Lack of legal capacity (Art 22 CC)

LEGAL SUBJECTS – LEGAL PERSONS

• Legal Persons (pháp nhân)

ORGANIZATION: LEGAL PERSON

 An organization shall be recognized as a legal person if it

Legally established Organizational structure

The constitution of Vietnam

THE CONSTITUTION OF VIETNAM

We need government, but government must be controlled if it is to

A constitution organzes and constrains power.

A constitution defines a state and the rights of its citizen.

In a democratic order, the Constitution ensures that the people