Business Law December 13, 2022

EXERCISE
TOPIC: CONTRACTS AND DISPUTE RESOLUTION
Group members:

On September 18, 2020 LLC Buyer (B) signed contract 05/2016-HĐMBNL (Contract 05)
with JSC Seller (S), according to which S would sell 300 tons of Brazillian corncob to B with
4.900VND/kg. The contract value is 1.470.000.000VND. Delivery would be divided in
batches, dating from 21/9/2020 to 10/10/2020 after S received payment from B. On
25/9/2020, B paid S 1.150.000.000VND, 4 days later than the agreed pay date, but S’s CEO
stated through an e-mail that S still accepted it. Until 04/10/2020, S delivered to B the amount
of corncob equals to 980.000.000VND.
However, S refused to deliver the remaining corncob (which values 490.000.000VND).
S’s employees made clear through e-mails that they would only deliver the remaining goods
if B completed their full payment. The delivery period is ending soon, B is anxious that they
would not receive the full amount of goods like they expected.
1. Is S obligated to deliver the remaining amount of corncob to B? Is there any further
information that you need to know?
2. B wants to sue S to (1) request for the delivery of the remaining corncob and (2)
punish them for the late delivery. Which dispute settlement forum and at which level
can B use? (B’s headquarter is in Thu Dau Mot, S’s headquarter is in Thu Duc city,
S’s warehouse is located in Tan Binh District)
3. The delivery process in the contract was planned as follows: (1) B makes payment;
(2) B gives S about the vehicle’s information and pick-up time in detail for S to notify
their warehouse to prepare; (3) B’s vehicle comes and pick up the goods. B’s
employees kept forgetting to inform about the pick-up information, and S had to
constantly reminded them. On 26/9/2020 S sent B an e-mail to remind them to pay for
the remaining goods, to which B has not replied. Yet B’s vehicles still arrived for pick
up on 04/10/2020.
Can S make a counterargument to B’s request in question 1? If yes, on what ground?