CHAPTER 3

BUSINESS TRANSACTIONS
3.1
3.2
OVERVIEW OF
CONTRACT LAW CIVIL CONTRACT

3.3

BUSINESS
CONTRACT
 OVERVIEW OF CONTRACT LAW

Definition of a Contract

Contract Classification

Sources of contract law

DEFINITION OF A CONTRACT

What is a contract?
 DEFINITION OF A CONTRACT

A contract is an agreement(mutual consent) between parties for value, which

is legally enforceable
 DEFINITON OF A CONTRACT

WHICH IS A A agrees with B to go to

A –Company X buy two CONTRACT?
kilograms of potato Lotte supermarket
from B –Company Y together.
 BUSINESS OPERATIONS
Did the parties Did the parties
have an perform those rights
agreements? and obligations under
the agreements?

QUESTION?

What is the subject

If no, what happen?
of that agreement?
 CONTRACT CLASSIFICATIONS
BILATERAL AND
UNILATERAL EXPRESS AND IMPLIED

EXECUTED AND FORMAL AND

EXECUTORY INFORMAL

CIVIL BUSINESS…
 SOURCES OF CONTRACT LAW
PRECEDENTS
- 43 in total
STATUTES - Not all

01 02
- Civil Law
-
- Law on Commerce
- Law on Labour
- Others Résumé 02
 CIVIL CONTRACT

FORMATION OF A CONTRACT

ESSENTIALS OF A VALID CONTRACT

PERFORMANCE AND DISCHARGE
 FORMATION OF A CONTRACT
Offer is a proposal made with the purpose
of obtaining an acceptance, thereby
creating a contract.
Offeror

Acceptance: The assent by the

person to whom an offer is made.
Acceptance is a fundamental
element of a binding contract.
Offeree
 COMPONENTS OF A CONTRACT
(COMMOM LAW)

THE OFFER 01

THE ACCEPTANCE
02
CONSIDERATION: That
which is given in exchange
of performance or the
03
promise to pể form
MUTUAL ASSENT
04
CAPACITY
05
LEGALITY
06
THE LEGAL FORM
07
COMPONENTS OF A CONTRACT
(Vietnam)

THE LEGAL
FORM
CAPACITY LEGALITY
MUTUAL
ASSENT
 CAPACITY

Parties of contract must have

01 capacity to enter into a
contract
Two elements: age and
02
mentality
Competency in the law; This is
a person ‘s ability to
03 understand the nature and
effect of the act in which he or
she is engaged
 NATURAL PERSONS
• Capacity for Civil Acts of Individuals under Civil Code: 6 Levels

Full capacity (18 and over)

Not enough capacity (6-15, 15-18)

Loss of capacity for civil acts

Person with difficulty in awareness or control of his or her own acts

Restricted capacity for civil acts

Don’t have any capacity for all civil acts (under 6)
JURISTIC PERSON

????
 LEGALITY

The condition Legal purpose;

of conformity legal subject
with the law; mawtter
lawfulness

See Art. 117 Civil New issues

code 2015 of
Vietnam
THE LEGAL FORM

1. In writing, in oral, evidence…

Not compulsory in most of

2 situation

Statute of frauds: A statute, existing in one

or another form in every state, tha
requires certain classes of contracts tobe
3 in writing and signed by the parties. Its
purpose is to prevent fraud or reduce the
opportunities for fraud.
THE CONTENTS OF A CONTRACT

The terms of the contract

Not compulsory under the law

Negotiated and decided by mutual assent of the

contracting parties
THE CONTENTS OF A CONTRACT

Eg: An export contract

 BUSINESS CONTRACT

Definition of Business Contract

Business Contract Classification

Remedies for Breach of Business Contract

DEFINITION OF A BUSINESS CONTRACT

A business contract is an agreement(mutual consent) between business

organisations for value, which is legally enforceable
 DEFINITON OF A BUSINESS CONTRACT

WHAT ARE
DIFFERENCES
CIVIL CONTRACT BETWEEN THEM? BUSINESS CONTRACT
 CHARACTERISITCS OF A BUSINESS CONTRACT

SUBJECTS- TRADERS

CONTENTS: COMMERCIAL ACTIVITIES

FORMS
 TRADERS

INDIVIDUALS ECONOMIC
ORGANIZATION
 TRADERS

TRADERS

BUSINESS
ORGANIZATIONS

ARE THEY THE SAME?

BUSINESS CONTRACT CLASSIFICATIONSERS
Sale of goods
Contract

Service Contract

Objects of the contracts

REMEDIES FOR BREACH OF BUSINESS CONTRACT

1. Breach of contract

2 Remedies

Exemption
3
 BREACH OF CONTRACT

Ø Art. 3.13 of Law on Commerce 2005 of

Vietnam
Ø Art. 25 of CISG
 BREACH OF CONTRACT
“12. Contractual breach means the failure
of a party to perform, to fully or properly
perform its obligations according to the
agreement between the involved parties
or the provisions of this Law.
13. Substantial breach means a
contractual breach by a party, which
causes damage to the other party to an
extent that the other party cannot achieve
the purpose of the entry into the contract.”
What are “A breach of contract committed by one of the
differences parties is fundamental if it results in such
between them? detriment to the other party as substantially to
deprive him of what he is entitled to expect
under the contract, unless the party in breach
did not foresee and a reasonable person of the
same kind in the same circumstances would not
have foreseen such a result.”
 REMEDIES

Specific Performance 01

Fine for breach

02
Compensation 03
Suspension
04
Stopage
05
Avoidances (rescission) 06
Others
07
 EXEMPTION

Ø Art. 294 of Law on Commerce

Ø Notification