INTRODUCTION – GROUP PRESENTER

Good morning, teacher and everyone. Welcome to our group presentation.

Today, we will analyze a legal case involving a contract for the sale of property
between Joanna and her second cousin, Marie. We will examine this situation from the
perspective of both U.S. law and Vietnamese law.
We will show the case on the screen and give you 20 seconds to read. Now let’s
begin with the first relevant fact.
❖ FACTS
- Marie said aunt promised her the mirror and it seems the aunt had forgotten the
promise.
- Joanna decided to sell the contents at a public auction.
- Marie offer would buy the mirror from Joanna for the nominal sum of $50
- Joanna agreed to sell for $50.
- Marie threatened to keep the mirror if Joanna didn’t respond within two weeks and
implied delaying Peter’s renovation payments if Joanna didn’t agree.
- Peter’s business was near collapse.
- Joanna decides to sell the mirror to Marie for $50.
❖ ISSUE
Based on the given facts, the main legal issue we identified is: Whether Joanna
can attack the transaction with her second cousin, Marie under U.S. contract law
❖ RULES
To address the main legal issue, we have identified the core legal questions and the
relevant principles under U.S. contract law that must be applied to resolve them.
First, we need to understand the fundamental requirements of a contract under
U.S. law.
a) Elements of a contract:
According to U.S. contract law, a contract is considered legally when it satisfies four
essential elements:
1. Agreement
This includes both an offer made by one party and an acceptance by the other.
2. Consideration
Consists of two elements: something of legal value must be given:legal detriment
and legal benefit and there must be a bargained-for exchange
3. Contractual Capacity
Both parties must have the legal ability to enter into a contract, meaning they are
of sound mind and of legal age.
4. Lawful Object
 The purpose of the contract must be legalful.
b) Gift Promises:
Gratuitous promises are unenforceable due to lack of consideration, specific is
promise freely given and not induced by promise of some benefit.
But it have some Exceptions: This is Completed gift promise not revocable– Gift
promise made in writing and witnessed => enforceable
c) Special offer situations
+ Auction with reserve: An auction in which the seller retains the right to refuse
the highest bid and withdraw the goods from sale. Unless expressly stated otherwise, an
auction is an auction with reserve. It is not a seller offer, it is an invitation to make an
offer and the bidder is the offeror.
U.S. law also recognizes certain situations in which a contract may be
unenforceable or voidable, even if it appears valid on the surface. One of the most
important grounds for this is
d) Legal defense to enforcement of a contract: Duress
- One party threatens to do a wrongful act to induce the other party entering
into a contract.
- Duress can also occur where a threat does not involve physical harm
- Due to lack of voluntary assent, contract is not enforceable against the
innocent party.
⇒ These are the legal rules and doctrines we will use in the next section when
applying them to the facts of the case between Joanna and Marie.
III. APPLICATION
To apply these rules to the facts of the case, we will now analyze four key legal
questions. These questions will help us determine whether a legally enforceable contract
existed between Joanna and Marie, and whether it can be voidable.
Let us begin with the first question:
1. Can a gift promise be enforced?
Under U.S. contract law, a gift promise is generally not enforceable if it lacks a
bargained-for exchange. In this case, Marie said that Joanna’s aunt promised to give her
the mirror. However, this was a unilateral promise made by the aunt and Marie did not
provide anything in return and the aunt has not delivered the mirror to Marie so it isn’t a
completed gift. In addition, the promise was oral, with no written agreement or
witnesses, and does not fall under the exceptions.
⇒ Therefore, this is a non-binding gift promise, and Joanna is under no legal
obligation to give the mirror to Marie.
The second question is:
 2. Is Joanna’s act of selling all the contents at a public auction an offer or an
invitation?
The case only states that Joanna decided to sell all the contents at a public auction.
Under U.S. contract law, unless otherwise stated, this is presumed to be an auction with
reserve. In these auctions, the seller does not make a legal offer, but instead invites others
to make offers, and the bidders are the offerors.
⇒ So that, Joanna’s act is only an invitation to offer. Marie’s letter expressing
interest in buying the mirror is an offer, making Marie the offeror.
Next question:
3. Is there a contract between Joanna and Marie?
Let’s evaluate based on the four required elements of a contract:
· Agreement:
Marie sent a letter offering to buy the mirror for $50, and Joanna accepted.
Joanna’s acceptance created agreement between the parties.
⇒ Agreement is satisfied.
· Consideration
Joanna agreed to transfer a mirror that cost $5,000.
Marie agreed to pay $50 for the mirror.
⇒ Consideration is satisfied.
· Contractual Capacity:
There is no indication that Joanna or Marie lacked the legal capacity to enter into a
contract.
⇒ Contractual capacity is satisfied.
· Legal Object:
The purpose of the contract was a sale of the mirror, which is lawful.
⇒ Legal object is satisfied.
⇒ As all elements are met, we conclude that a contract was legally formed
between Joanna and Marie.
And the last question is:
4. Can the transaction between Joanna and Marie be enforced?
Marie implicitly threatened that if Joanna didn’t sell the mirror within two weeks,
Marie would take it. This meant that Joanna would lose the mirror and receive no
payment. In addition, a wrongful consequence resulting from Marie’s conduct was that
Joanna would be left without money to pay her debts, and her husband’s company could
go bankrupt. This placed Joanna in a challenging position and influenced her decision in a
non-voluntary manner. This satisfies the elements that can render the contract
unenforceable.
⇒ This factors meet the standard of duress, which may unenforce a contract.
Therefore, Joanna has the right to request the contract be unenforceable due to lack of
genuine assent.
IV. CONCLUSION
Although a contract may have technically formed between Joanna and Marie, it is
potentially unenforceable because Joanna’s acceptance was not voluntary. She was under
duress from Marie, caused by Marie’s threat to take the mirror, property that belongs to
Marie without paying for it. Under U.S. law, Joanna can legally request to unenforce the
contract based on a lack of genuine assent.
Thank you for listening to our presentation on the case from the perspective of U.S.
law. Next, we will analyze the same situation under Vietnamese law to see whether it is
similar to or different from U.S. law.

Câu hỏi dự đoán:

1. Acceptance - silence ⇒ Void contract
Additionally, even if Joanna did not respond to Marie within two weeks, she would
still not be legally obligated to give the mirror to Marie. This is because no valid contract
was formed between them, and under both U.S. and Vietnamese law, silence cannot be
interpreted as acceptance, unless it falls under specific exceptions.
In this case, there was no prior agreement, no notice, and no established practice
between Joanna and Marie that would make silence legally binding.
2. Don’t use: Undue Influence
- Have a confidential relationship: have a familial relationship: Marie is Joanna’s
cousin
- Dominant party unduly used her influence to persuade the servant party to
enter into a contract. Ex: Marie isn’t a creditor ⇒ No influence was exerted: the
creditor merely persuaded the debtor to sell in order to repay the debt

UNDER VIETNAMESE LAW

PHƯƠNG VY: We're Phương Vy and Bảo Trân, and now we will continue the
presentation. We will explore the legal rules surrounding gift promises, the formation of
valid contracts, and the issue of duress in contract enforcement. I will also provide a
comparison with U.S. contract law.
PHƯƠNG VY: Let's begin with the concept of gift promises under Vietnamese law.
The Vietnam Civil Code 2015 emphasizes the importance of property delivery in gift
contracts. Article 457 defines a gift contract as an agreement between parties requiring
both the delivery and ownership transfer without compensation. And clause 1 Article 458
states that a moveable property gift contract takes effect when the recipient receives the
proper.

As you can see, the Vietnam Civil Code does not require a contract for a gift of moveable
property to be made in writing. However, the gift contract is valid when the giver delivers
its property and transfers its ownership rights to the recipient without requiring
compensation and the recipient receives the property. Since Marie had not received the
mirror before her aunt’s death, the contract was not valid.

BẢO TRÂN: Now, look at the basic legal elements of a contract in Vietnam. According
to Vietnamese law, a valid contract must have three elements:
1. Agreement (Offer and Acceptance),
2. Contractual Capacity,
3. Legal Object and Morality.
To address the main legal issue, we have identified the core legal questions. Let's break
each down based on this case.
First, agreement. Is Marie’s letter an offer to enter into a contract?
Marie’s letter to Joanna can be seen as a valid offer to purchase property under Article
386: Marie clearly expresses her desire to buy the large mirror and essential terms are all
specified. Lastly, The offer is directed specifically to Joanna. → This is a valid offer under
Article 386.

And did Joanna accept the offer? Joanna’s conduct amounts to acceptance under Article
393. Joanna did not reject the offer; instead, she sold the mirror to Marie for the exact
price offered, indicating her consent: “Joanna decides to sell the mirror to Marie for $50”.
Joanna made no modifications to the offer, thus agreeing entirely with its content.
Furthermore, according to Article 394, Joanna acted on the offer by transferring the
mirror to Marie within the 2-week period so the acceptance is considered legally effective.
→ Therefore, the element of agreement is satisfied.
PHƯƠNG VY:
Next, contractual capacity.
Joanna and Marie are both adults with full legal capacity and civil act capacity. Joanna is
the lawful owner of the mirror and has the legal right to enter into a sale transaction.
There is no indication that either party lacked the legal capacity to contract.
→ Therefore, the requirement under Point a, Clause 1, Article 117 of the 2015 Civil
Code is satisfied, and according to Article 125, Joanna has full capacity to enter into
the contract with Marie.
→ The condition of legal capacity is satisfied.

Now, talk about the object of the contract.

The object of the transaction is the big guilt edged mirror, which legally belongs to
Joanna. It is a lawful piece of personal property, and the sale of the mirror is a legitimate
civil transaction that does not involve any unlawful purposes such as money laundering,
fraud, or evading legal obligations. Therefore, the transaction does not violate the law or
social ethics.
→ The contract object "the sale of the mirror" is lawful and consistent with social
ethics under Article 123, and it also complies with the requirement of not violating
prohibitions of law under Point (c), Clause 1, Article 117 of the Civil Code.
⇒ BASE ON THE ANALYSIS THERE IS THE FORMATION OF A SALES
CONTRACT BETWEEN MARIE AND JOANNA.

BẢO TRÂN:
However, the question remains: Is the contract enforceable under Vietnamese law?
The meaning of Point b, Clause 1, Article 117 of the 2015 Civil Code is that the parties
entering into a contract must do so entirely voluntarily and without being forced.
In this case, Marie implicitly threatened that if Joanna did not sell the mirror within two
weeks, Marie would consider the mirror to be hers. This meant Joanna could lose the
mirror without receiving any payment. If she had delayed selling it for $50, she might not
have had the money to repay debts, and her husband's company could have gone
bankrupt.
Moreover, in reality, Joanna and Peter were facing serious financial difficulties, and
Peter’s business was genuinely on the verge of collapse if outstanding payments were not
received. This made Joanna even more vulnerable to pressure.
The sale price was also unreasonable (a $5,000 mirror sold for only $50), which suggests
Joanna may not have acted entirely voluntarily, but instead acted to avoid serious harm
(losing money or property).
→ There are clear signs that Joanna’s consent may not have come from her free will,
but rather from indirect economic coercion: if she didn’t comply with Marie’s
demands, Marie might take the mirror, and Peter could lose the chance to save his
business.
→ This serves as indirect evidence that Joanna entered into the contract under
pressure.
Therefore, under Article 127 of the 2015 Vietnamese Civil Code, Joanna has the right to
request the Court to declare the transaction invalid, as she entered into the civil
transaction as a result of deception, threat, or coercion.
PHƯƠNG VY:
To conclude: Based on the facts and Vietnamese law, Joanna can challenge the sale
because Marie pressured her into it, which means Joanna didn’t agree freely. This is a
good reason to cancel the contract under Article 127 of the 2015 Civil Code. Also, since
there wasn’t a clear offer and acceptance and the price was very unfair, the contract may
not be valid. Joanna can ask the court to cancel the contract to protect her rights.

Now, let’s briefly compare Vietnamese and U.S. contract law.

As you can see, both US and Vietnamese law Joanna may be released from performing
the contract, there are differences in the applicable legal provisions and legal
consequences. But there are some differences that need to be noticed.

First, let’s look at the relevant legal systems.

In the United States, contract law is primarily based on common law principles, which
evolve through judicial decisions. In contrast, Vietnam applies the Civil Code of 2015, a
codified legal system, which is more rigid and statute-based.

BẢO TRÂN:
Next, we examine who are the parties in an offer.
- Under US law, the classification of offeror and offeree may vary depending on the
type of transaction. In auctions, the roles change depending on whether the auction
is with or without reserve.
+ Auctions with reserve: Offeror: who make an offer, offeree: person to whom
an offer has been made
+ Auctions without reserve: The parties will be identified in the opposite way.
- In contrast, Vietnamese law follows a fixed rule, where the person making the
offer is always the offeror, and the receiver is the offeree, regardless of transaction
type.
PHƯƠNG VY:
Moving on to the elements required to form a valid contract.
- The US legal system requires four core elements for a legal contract: agreement,
consideration, capacity, and legal object. Consideration (the exchange of value) is
crucial in US law but is not required under Vietnamese law. Instead, Vietnam uses
morality in addition to legality.

BẢO TRÂN:
Let's compare how duress is defined under each legal system.
- Under US law, the threat must come from one of the contracting parties
- Under Vietnamese law, the coercive act may come from either a contracting party
or a third person.
⇒VN law takes a broader approach regarding who can exert duress.
To compare ‘wrongful act’ in US law with ‘intentional act’ in Vietnamese law. US law
requires the act to be wrongful in nature. VN law only requires that the act be
intentional, regardless of whether it is unlawful.
⇒ US law emphasizes the illegality of the act, while Vietnamese law focuses on the
intentional, even if the act itself is not illegal.
PHƯƠNG VY:
Look at the purpose of the coercion: US law is concerned with situations where one party
is pressured or manipulated into entering a contract. VN law is more specific, requiring
that the coerced party enters into the transaction to avoid serious harm to life, health,
honor, dignity, reputation, property, or that of relatives.
BẢO TRÂN:
Finally, we look at the legal consequences when a contract is signed under duress. In a
transaction, if there is a lack of genuine assent, specifically due to duress:
+ Under US law renders the contract unenforceable against the innocent
party, meaning it exists but cannot be enforced.
+ Under Vietnamese law, the contract is void according to the statutory
provisions and thus have no legal effect from the beginning.
That concludes everything our group has covered regarding the situation above. Thank
you for listening.