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Home , Civil law (common law)

Contracts under Civil

Civil transactions

Unilateral legal acts Definition

A is an agreement between parties in relation to the establishment, change or termination of certain civil and obligations. (Art. 388 2005) How to define a contract?

To establish, change or Is there an Who are the terminate agreement in parties? what rights existence? and obligations? Business contracts

Business contracts: Civil contracts arising in the

Civil process of business operation Business contracts (profit-making activities) contracts

Labor contracts

Civil contracts Subjects of contracts

Subjects Subjects of the contract to execute the contract

In Legal representative: Parties involved: when party involved is a individuals, business entity or organizations with civil guardian of a act capacity minor/unqualified By representative subject Authorized representative: Rights and authorized by subject of obligations under the contract or by legal contracts representative

An authorised person may authorize another person subject to of the authorizer or as permitted by law Forms of contracts

Normal Oral Notarization Business Written contracts Authentication By certain act Registration, Permission

All forms to have the same legal value Classification of contracts Other types of contracts

Contract for the benefit of a third Conditional contract party • Contract under which the • Contract the performance of contracting parties must which depends on the perform the obligations and the occurrence, change or third party shall enjoy benefits termination of a certain event from the performance of such • Such event to be objective, obligations performable, in compliance with • Ex: insurance contract for the law and social ethics benefit of a child • Ex: Gasoline agency contract (pending the satisfaction of conditions as provided for by law or required by supplier) Contracts classified based on substance under Civil Code

• Contract on property sale and • Service contract purchase • Transportation contract • Contract on house sale and • Processing contract purchase • Contract for bailment of • Contract on property exchange property • Contract on property donation • Insurance contract • Contract on property loan • Mandate contract • Promises of reward and • Contract on property competition for prizes borrowing

• Contract on property leasing

Valid vs. void contracts

Valid contract • Legally binding and enforceable Voidable contract • Can be affirmed or rejected at the option of one or more of the contracting parties Void contract • Can never have any legal effect Source of Contract Law

General law • The Civil Code 2005 Specific law • 2005 • Other specialized : • Insurance Business Law • Securities Law • • Banking Law • Maritime Law, Railway Law, Civil … Other sources • International treaties • Foreign laws • International commercial practices…

Application of law ELEMENTS OF A CONTRACT Elements of Contract under Vietnamese law ( system)

Offer to Acceptance enter into a Agreement of offer contract Offer

• Offer to enter into a civil contract means the expression of the intention to enter into the contract and to be bound on this offer of the offering party to the other specified party (Art. 390 Civil Code 2005) Content & forms of Offer

Content • to specify the main content of the contract

• offer to sale or offer to purchase (placement in an Form auction)

• Note: ▫ Vietnamese law: brochures, leaflets, advertisement, catalog… are not considered as offers because they do not specify the other party ▫ US-UK law: possibly considered as a contract when there is a subject perform exactly the requirements of the offeror. ▫ Anyway, in both legal systems: there is obligation arisen with regard to the subject having an unilateral legal act or an offer to enter into a contract

Conditions for a valid offer

(1) Specifying a specific subject as the offered party (not a general saying to many people without defining a specific party)

(2) To express a wish to enter into a contract and accept to be bound by such offer (to distinguish between offer and invitation for negotiation and quotation information)

Validity of offer

• As the offer will be binding on the offeror, thus the offer should not be withdrawn, changed or cancelled. • There should be a timeframe to response to the offer as the offeror cannot commit to the offer forever. • Exceptions apply if conditions to withdraw, change or cancel the offer have been specified. Compensation for breaching offer

• In cases where the offer to enter into a contract clearly states the time limit for reply and the offeror enters into the contract with a third party within such time limit, he/she/it must pay compensation for damage to the offeree and must not enter into the contract if damage is caused. (Art. 390 Civil Code 2005) Termination of offer

1. The offeree replies not to accept the offer;

2. The time limit for reply of acceptance has expired.

3. When the notice on modification or revocation of the offer takes effect;

4. When the notice on cancellation of the offer takes effect;

5. It is so agreed upon by the offeror and the offeree within the time limit for reply by the offeree

(Art. 394 Civil Code 2005)

Modification, revocation of offer by offeror

If the offeree receives the notice on modification or revocation of offer before or simultaneously with the time of receiving the offer; or Offeror may modify or revoke the offer If the conditions for modification or revocation of the offer arise in cases where the offeror has clearly stated the eligibility for modification or revocation of the offer when such conditions arise

When the offeror changes the content of the offer, such offer shall be considered a new offer Cancellation of offer

If the offeror has clearly stated the right in the offer and must notify the offeree thereof; and The offeror may exercise the right to cancel the offer Such notification shall take effect only when it is received by the offeree before the offeree replies to accept the offer to enter into the contract Acceptance of offer

• The acceptance of an offer to enter into a contract is the offeree’s reply to the offeror on the acceptance of the whole contents of the offer (art. 396 Civil Code 2005) Acceptance of offer

Acceptance of offer will only be valid if meeting the two following conditions: • To be rendered within the timeframe specified in the offer • To accept all of the content of the offer

Acceptance of offer may not be withdrawn unless

• The acceptance has been rendered but the offeror has not received yet or received at the same time of the notice to withdraw the acceptance