CIVIL LAW

- General regulations on contracts

LLM. Bui Doan Danh Thao

 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
WHAT IS A CONTRACT (Article 385, the civil code 2015)

An agreement between parties to establish, change or

terminate civil rights and/or obligations
FEATURES OF A CONTRACT

Nature Contents
• Transfer an object
• Transfer rights
• An agreement binding on
• Pay money
parties
• Return valuable papers
• Perform a task
• Refrain from doing certain
tasks
 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
What requirements does a contract need to meet
to be valid? (Article 117 , the Civil code 2015)

Subject • Have civil legal and act capacity

• Not violate prohibitory

Objectives
provisions of law
and contents
• Not contrary to social morals

• Completely voluntarily enter into

Will
contracts

• Made in a specific form as

Form provided by law
How does an invalid contract affect the
transaction? (Article 131, the civil code 2015)

Invalid
contract

Parties’ rights Rights

and obligationsContractor
are not2
Contractor 1
given rise to, Obligations
changed or terminated

Return to each other what they have received

 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
How is a contract made?

Offer

Accept

Offeror Offeree
CONTRACT
What is an offer to enter into an contract? (Article
386, the civil code 2015)

Offering to enter into a 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 specific party or
public
Example of an offer
Forms of the offer

By Verbally
aInspecific
writingact
When will the offer take effect?
(Article 388, the civil code 2015)

1. When the offeror

decides

2. When the offeree

receives the offer, if
the offeror doesn’t set
a date
When will the offer terminate?
(Article 391, the civil code 2015)

• The offeree replies to accept the offer

• The offeree replies not to accept the offer

• The time limit for reply of acceptance has expired

• When the notice on modification or revocation of the offer

takes effect

• When the notice on cancellation of the offer takes effect

• It is so agreed upon by the offeror and the offeree within the

time limit for reply by the offeree
Modification, revocation of the offer
(Article 389, the civil code 2015)

The notice on the

modification, revocation
received before or
simultaneously with the
time of receiving the offer
Modify, revoke
the offer
The condition for the
modification, revocation
being arisen

When the offer is modified, it will become a

new offer
Cancellation of the offer (Article 390, the civil code 2015)

The right to cancel

clearly stated in the
offer

Valid
cancellation
The notification must
be received before
the offeree replies to
accept the offer
How is a contract made?

Offer

Accept

Offeror Offeree
CONTRACT
 What is the acceptance of the offer?
(Article 393, the civil code 2015)

Agree with
Accept the whole
the offer contents of
the offer

Note:
1. Acceptance to enter into contracts + Changes, conditions = A New Offer
2. Acceptance must be expressed clearly
3. Silence only means acceptance if it is agreed upon or habit established by the parties
When can the offeree reply?
(Article 394, the civil code 2015)

 Time limit for the reply – Reply within the time limit
Validity date Deadline for
of the offer the reply
Reply Reply

Valid
New offer
acceptance
Except: the offeror knew or
would have known the objective
reason for the late acceptance

 Direct contact without the time limit – Reply

immediately
Validity date
of the offer

Immediately reply
Can the offeree revoke their acceptance?
(Article 397, the civil code 2015)

 The notification on revocation must arrive before or

simultaneously with the time the offeror receives the reply
of acceptance

Give the
Receiving
acceptance
the reply
Cant
Revoke revoke
How is a contract made?

Offer

Accept

Offeror Offeree
CONTRACT
When will a contract be made?
(Article 400, the civil code 2015)

 In general – a contract will be made at the time:

When the time limit
for reply has expired
When the offeror If the offeree still remains silent
or
receives the reply when the time has expired and
the parties agreed that silence
means acceptance or is habit
established by the parties

 In particular – a contract will be made at the time:

Oral contract Written contract

When the parties have When the last party
agreed on the contract signs the contract or
contents by other forms
How is a contract formed?
(Article 119, the civil code 2015)

Verbally In writing By specific act

Note:
Data messages prescribed in law on electronic transactions shall be
deemed to be a written form
 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
Self study:
What are the main contractual
obligations?
(Article 277 to 291, the civil code 2015)
 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
What are the measures parties can apply to
secure the performance of contracts?
Pledge of
Lien on property Mortgage
property of property

Title Deposit
retention Security
measures

Security
Pledge
collateral
of trust
Escrow
Guaranty account
What are the measures parties can agree to secure
the performance of contracts?
• Hands over the property to the other
Pledge of
property • Secure the performance of a contractual obligation

• Use property to secure but not transfer

Mortgage
of property • Secure the performance of a contractual obligation

• Transfer a sum of money, precious metals, gems and other

valuable things for a specific period
Deposits
• Secure the entry into a contract or the performance of a
contractual obligation

• Transfer a sum of money, precious metals, gems and other

Security valuable things for a specific period
collateral
• Secure return of the leased property
What are the measures parties can agree to secure
the performance of contracts?
• Deposit a sum of money, precious metals, gems and valuable
Escrow papers into a blocked bank account
account
• Secure the performance of a contractual obligation

• A third party commits to perform the obligation for the

obligor in case of none or improper
Guaranty
• agreed, the third party can perform the obligation when the
obligor is incapable of performing its obligation

• Local socio-political organisations guarantees for poor

Pledge of individuals and household to borrow money from a bank or
trust credit institution for conduction of business
What are the measures parties can agree to secure
the performance of contracts?

• The seller may remain their ownership of the property until

Title the buyer pays the purchase price in full.
retention
• Applied for sale contracts

• The obligee who is legally possessing the property under a

Lien on bilateral contract is entitled to retain the property
property • Applied when the obligor fails to perform the obligations or
has performed the obligations not strictly
 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
What are liabilities in case of breaches of
contracts?
Specific
performance

Cancellation Compensation
of contracts

Remedie
s

Stoppage of the Fines for the

performance breach

Suspension of
the performance
 Aims
2. What requirements
1. What is a
does a contract need to
contract?
meet to be valid?
4. What are the main
3. How is a contract
contractual
made?
obligations?

5. What are the measures 6. What are liabilities

to secure the performance in case of breaches of
of contracts? contracts?

7. When is a contract
be terminated?
When is a contract be terminated?

Contract – fulfilled

Stoppage of the
Agreed by the
contract
parties
performance

The objects no Rescinded or unilaterally

longer exist suspended

Contractor
die (individuals) or cease
to exist (organisations)
The end