Introduction to Vietnamese

Contract Law
TAN P.P. NGUYEN
tannpp@uel.edu.vn
UNIVERSITY OF ECONOMIC AND LAW

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 A Long History of Development

 Philosophies in Vietnamese Legislation

 Sources of Law

 Court System
A Long Story of Contract
Law

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 Phases of Development

 The feudal era

 The colonial period

 Following the Independence

 After the Renovation

 The International Integration

 The Feudal Era
(939 – 1945)
The Hong Duc (Hồng Đức) The Gia Long Code
Code
 Under Le Emperors (1428 – 1788)  Under Nguyen Emperors (1802 –
1945)
How did legislation of contract exit in those days?

 (i) freedom of contract

 (ii) validity and nullity of the contract;

 (iii) duty to perform contractual obligation;

 (iv) damages; and

 (v) form of contract.

 The Feudal Era
(939 – 1945)

 There was no real “civil law” or “private law” at the

time. It was more of an administrative or criminal law.
 It can be said that initial civil principals had been
slowly making an appearance.
 Legislative rules still could not be considered as
properly integrated in Vietnamese society.
 The Colonial Period
(1884 – 1945)

 The first Civil Code: was promulgated on March 10th,

1883 and applicable to the Southern provinces, as well
as to big cities in the North (Hanoi, Hai Phong) and in
the Center (Da Nang).
 The Northern Civil Codes: was promulgated on March
30th, 1931.
 Main points

 The concept of a “contract” was legally defined for the very

first time.

“Agreement through which one or several people make a

commitment to one or several people in order to transfer
something, to do or not to do something” (Art. 664 – Civil Code of
the North; art. 680 – Civil Code of the Center)

 The freedom of contracting was recognized.

 Most of rules stem from the French Code.

 The limited value of colonial codes in contracting practices.

 Following the Independence
(1945-1986)
 After the 1945 August Revolution, Vietnam built a new
legislation which was deeply inspired by Soviet Legal
system.
 Remaining the effectiveness of most legal documents and
regulations until 1957 according to Directive No. 772/TATC
dated 10th July, 1957.
 Due to the war, legislative operations in this period had not
been improved. Legal documents was promulgated
separately until the end of 1980s.
 Main points
 There was no such thing as “commercial contracts”

 Economic contracts are a legal instrument of the State to set up and develop a
socialist economy.

“Economic contract are a legal instrument of the State to set up and develop a
socialist economy. It makes sure that the interests of the economic entities are
also those of the national economy… It sets up the cooperation between the
contracting parties by determining their rights and obligations, and thus grants
them a good preparation and realization of the economic plans…” (Art. 1 – 1975
Status of the regime of economical contracts)

“It is usually the State who concludes economic contracts. Economic entities
have to conclude economic contracts according to the provision made by the
State” (Art. 2 1975 Status of the regime of economical contracts)

 Little space remained for freedom of contract.

 After Renovation
(1986-2004)
 New policy called “Doi Moi” (Renovation) was
introduced in December 1986.
 Legal system was initially established with important
legal documents.
 First Civil Code of the Socialist Republic of Viet
Nam (28th October, 1995)
 Criminal Code of the Socialist Republic of Viet Nam
(1999)
 First commercial law of Vietnam (1st January, 1998)
 The International Integration
(From 2005)

 7 November 2006, Vietnam officially became 150th

member of World Trade Organization (WTO)
 Complete legal system from high to low levels

 Supplement specialized laws in both private and public

legal systems for the development of economy and
international integration.
 Legislative Philosophies

 The philosophy of Confucianism

 Humanity – Customs – Loyalty – Trust
 “The King’s law ends where the village hedge begins”

 The philosophy of Socialist law

 The philosophy of Civil law

Sources of Law

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Sources of law are divided into
two major types:

 1) Party’s Policy; Economic Policies; and Legal Phylosophy

(nguồn nội dung) are fundamental elements shape the nature of
legal system (refers to natural sources of law);

 2) general legal principles; the written legal documents;

international treaties; customary regulations; and judicial
decisions (nguồn hỗn hợp) are fundamental elements for
interpretation and application of laws in practice (refers to
statutory sources of law).
 Sources of contract law

 Contract/Agreement

 Legal documents/regulations

 Commercial habit

 Custom/International practice

 Analogous law

 Court Precedent/ Case law

 Law principles, rule of justice

 Some basic definitions

 Legal relations (Quan hệ pháp luật)

 Subjects/Entities of legal relations (Chủ thể của quan hệ pháp

luật)

 Content of legal relations (Nội dung của quan hệ pháp luật)

 Objects of legal relations (Khách thể của quan hệ pháp luật)

 Legal events (Sự kiện pháp lý)

 Legal violation and Legal Responsibility (Vi phạm pháp luật và

trách nhiệm pháp lý)
Court system

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 Constitution 2013, Article 102
provides that:

 The people’s courts are the judicial organ of the Socialist

Republic of Vietnam, exercising the judicial power.

 The people’s courts comprise the Supreme People's Court and

other courts established by law.

 The people’s courts are responsible for the protection of justice,

human rights, citizen’s rights, socialist regime, interests of the
State, and legal rights and interests of organizations and
individuals.
Thank you for your concentration.