Business Law

Chapter 1: Introduction to Law

1.1 The state of Viet Nam

+National Assembly ( Constitution 2013-Artical 69 )

+President: is the head of the State, is elected by the National Assembly for a term of five
years

+Government: the highest state administrative of the Social Republic of Viet Nam
( Constitution 2013-Artical 94 ), The term of the Government follows the term of the
National Assembly ( Constitution 2013-Artical 97 )

+People’s Court: People’s Committee (be elected by the local People, decide on local issues
as prescribed by a law,supervise the observance of the Constitution,the executive body of
the respective People’s Council, Constitution 2013-Artical 113,114) and People’s Council
( are the judicial bodies of the Socialist Republic of Vietnam and exercise judicial power,
Constitution 2013-Artical 102 )

+People’s Prosecution: shall exercise the power to prosecute and supervise judicial activities
( Constitution 2013-Artical 107 )
1.2 Vietnamese Legal system

There are two concepts which need to be considered and distinguished: 

 Legal system refers to the internal structure of law. 
 Legal document system refers to the external structure of law.

*Legal structural system

-Legal norms (quy phạm quáp luật ): are the smallest unit in the structure of the legal
system, promulgated or recognized by an authority or authorities. Legal norm are the rules
of conduct that are applied to regulate social relations.

-Legal institutions (chế định pháp luật): are the second element of the legal system,
including all legal norms that have the same features and regulate a group of correlative
social relations.

-Legal branches (ngành luật): are a system of legal norms (which are classified into legal
institutions) to regulate a sort of certain social field such as civil, criminal or administrative,
etc.

*Normative legal document system

Normative legal documents are divided into two kinds: 

 Law documents: normative legal documents that are issued by the National Assembly. 
 Subordinate law documents: normative legal documents that are issued by other bodies or
persons in authority.
*Sources of law

Sources of law divided into 3 types:

-State law: means the legal documents issued by the authorities in Vietnam. Legal documents are the
main source of Vietnamese law, include mainly written laws.

-Customary law: means rules of conduct obviously to define rights and obligations of persons in
specific civil relations,forming and repeating in a long time, recognized and applying generally in a
region, race, or a community or a field of civil ( Article 5.1 of the 2015 Civil Code )

-Precedent

1.3. Overview of Legal System in the World

• Continental European legal system (civil law)

• Anglo-American legal system (common law)
• Socialist legal system
• Religious legal systems
• Mixed legal systems

*Civil law: laws are written into a collection, codified, and not determined, as in common law, by
judges. Is the most prevalent and oldest surviving legal system in the world.

*Common law: developed by judges through decisions of courts and similar tribunals (called case
law), Common law legal systems are in widespread use, particularly in England where it originated in
the Middle Ages

*Socialist law: is the official name of the legal system used in Communist states. It is based on the civil
law system, with major modifications and additions from Marxist-Leninist ideology.

*Religious legal system: refers to the notion of a religious system or document being used as a legal
source. The main kinds of religious law are Sharia in Islam, Halakha in Judaism, and Canon law in
some Christian groups.

*Mixed-legal system: are mostly defined as the combination of civil law and common law. Legal
enclaves – territories surrounded by different legal culture.

Ex:
1. Viet Nam bank for Agriculture and Rural Development and State Bank of Viet Nam are two
commercial banks in Viet Nam (false, due to article 95.1-Constitution 2013 )

Extract from the law: The Government is composed of the Prime Minister, Deputy Prime Ministers,
Ministers, and Heads of ministerial-level agencies. But, the State bank of Viet Nam is in the
Government so it not a commercial banks

2. General Secretary of the Communist Party of Viet Nam is the head of State in Viet Nam ( false,
article 86-Constitition 2013 )

Extract from the law: The President is the Head of State and shall represent the Socialist Republic of
Vietnam internally and externally.

3. The People’s Committee is the local State administrative body of Viet Nam ( true, due to article
114-Constitution 2013 )
Extract from the law: the People’s Committee at a local administration level.

4. The Decree is only promulgated by the Government ( true, base on article 4,Clause 5 of Law on the
Promulgation of Legal Documents 2015, Amended and Supplemented in 2020 )

Extract from the law: Decrees of the Government; joint resolutions between the Government and the
Presidium of the Central Committee of the Vietnam Fatherland Front.

Chapter 2: Civil Law

2.1 General provisions: in the Civil Code 2015 covers many chapters and sections that provide general
principles and provisions, as well as legal status of individuals, legal persons, and other entities when
entering into civil transactions.

*Subject of Civil Relations

+Individual
-Individuals’ Capacity: In order to ensure the validity of civil transactions, the individuals have to
have: civil legal capacity and civil act capacity.

+ Civil legal Capacity: The legal capacity of a natural person begins at birth and terminates at
death ( Article 16 of CC 2015 ), The civil legal capacity of a natural person shall not be restricted,
unless otherwise provided for by law ( Article 18 of CC 2015 )
+ Civil act capacity: The civil act capacity of a natural person is his/her capability to establish and
exercise civil rights and perform civil obligations through his/her acts (Article 19 of CC 2015), Depend
on the age to have law ( Article 21 of CC 2015 )

-Individuals’ rights: Individuals’ rights are divided into two different group: Personal right and
property right

+Property Right: Property rights is the rights associated with property. For example, ownership
rights, inheritance rights, etc.
+Personal right: There are personal rights not associated with property, and personal rights
associated with property, right to change the sex have been provided for the first time in the Civil
Code 2015 (Article 37 of CC 2015)

+Legal Entities

-The conditions are as follow:

 That the organization was legally established. There are many way through which organizations
can be established. However, only organizations that were lawfully formed under the procedures
proscribed by law are accepted.
 That the organization has an operational structure. The organizational structure is one of the
most important elements to ensuring that the organization could operate smoothly. The
departments of the company, for instance, are crucial to development and day-to-day operation.

-The conditions are as follows:

 That the organization has property independent from other individuals and organizations, and it
fulfills voluntarily obligations by recourse to such property. Independent property is the key
element that allow an organization take part into civil transactions and fulfill obligations.
 That the organization participates independently in legal relations in its own name. When taking
part in civil transactions, the organization must operate indecently from its founders, regardless
of whether the founders are individuals or organizations.
-When an organization meets all above-listed conditions, it will be recognized as legal entity. A legal
entity must bear civil liability with respect to the actions and obligations established and performed in
the name of legal entity by its representative.
-Together with individuals and legal entities, under the Civil Code 2005, family households and
cooperative groups are also the subject of civil relations law in certain situations. But, now, they are
not in scope of the Civil Code 2015 (Article 1 of CC 2015).

*Representation in civil relations

-Representation:

 Authorized representation: Representation rights shall be established according to a power of

attorney between a principal and a representative

 Legal representation: Representation rights shall be established according to a decision of a

competent authority, a charter of a legal person or as prescribed by law.

(Article 135 of CC 2015)

2.4. Compensation of non-contractual damages

+Definition of compensation of non-contractual damages
+Base for giving rise to liability for compensation of non-contractual damages

_Definition of Non-Contractual Damages

In daily life, for different reasons, incident happens to many different subjects and causes damage to
many objects. Property, life, health, and dignity, for example, are objects that may suffer damage. The
damage may be cause by human factors, such as violent acts or accidents caused by negligence. In
order to protect the legal rights of the victims of such incidents, there are laws and regulations on
liability for compensation for non-contractual damages. This type of liability arises when a person
intentionally or unintentionally harms the life, health, honour, dignity, reputation, property, or other
legal rights or interests of an individual, or harms the honour, reputation, or property of a legal entity
or other subject, thereby causing damage.

_Base for giving rise to liability for compensation of non-contractual damages

The liability to compensation for extra-contractual damage shall arise only when all the following
elements appear:
+There must be illegal acts committed. Illegal acts could be acts or omissions that violate the law.
+There must be a cause-and-effect link between the damage caused and the illegal acts. In this case,
the damage caused must be a clear result of the illegal act.
+The damage must be the fault, intentional or unintentional, of the perpetrators.

Chapter 3: Contract law

1. Conditions for effective contract
-To ensure the validity of the contract, there are crucial conditions that a contract must meet. Only
the valid contract has a legally binding effect on the parties.
-According to Article 117 of Civil Code 2015, the conditions for validity are as follow:
 +The subjects who take part into civil contracts must have civil act capacity for civil acts. The levels
of civil capacity of each kind of transactions are not the same, as they vary depending on the value as
well as the purpose of the contract and subject matter.
+The objectives and contents of civil contracts are not contrary to the law and social morals.
• Legal prohibitions mean provisions of law which do not permit entities to perform certain acts
(Article 123).
• Socials morals are standards of general behaviors between person in social life, which are
recognized and respected by the community (Article 123).
• The objectives of a civil contract are the lawful interests which the parties wish to achieve when
they enter into establish a civil contract (Article 123).
• The contents of a contract consist of several components; among which are basic terms and
conditions, compulsory terms and conditions, and optional terms and conditions. Depending on the
complexity as well as the specific features of an individual contract, different terms and conditions will
be employed.

 +Person participating in the civil contract must enter into the contract entirely voluntarily.
Accordingly, the establishment and performance of the civil contract must be base on the voluntarily
actions of the parties. When the contracts are entered into involuntarily by either party, the contract
shall be invalid.

+The term of contract is in accordance with law. The forms of civil contracts are the means
through which the will of subject are shown. Civil contract can be created verbally, in writing, or
through specific acts. With respect to certain kinds of property; contracts must be made in writing
and notarized or certified by the competent State body. In such a situation, the form of the contract
must meet the law’s specific requirements to be valid

Civil Code: article 1 tới 143 (page 2 to 51), article 385 tới 398 ( pages 116 to 120)