COMMERCIAL LAW

PART I: TRUE/FALSE QUESTIONS –

Statement 1: Under Vietnam’s 2005 Law on Commerce, all individuals and organizations conducting profit-making
activities are automatically classified as traders (thương nhân).
ANSWER: FALSE. According to Article 6(1) of Vietnam’s 2005 Law on Commerce, a trader must legally encompass
legally established independent entities or individuals who conduct commercial activities independently, regularly, and have
registered their business. It means that profit-making activities alone do not grant the legal status of a trader. Individuals who
perform small-scale commercial activities, such as street vendors, itinerant traders, or low-income service providers, do not
have to register their business under Decree 39/2007/ND-CP and are explicitly excluded from being classified as traders
under the Law on Commerce. In this statement, the claim that "all individuals and organizations" are "automatically
classified as traders" ignores the strict statutory criteria of business registration and regularity. Therefore, this statement is
false.
Statement 2: A commercial contract is always deemed void if one of the signing parties is not a legally recognized
trader.
ANSWER: FALSE. According to Article 1(1) and Article 1(3) of Vietnam's 2005 Law on Commerce, the law governs
commercial activities, which explicitly includes transactions between a trader and a non-trader party who chooses to apply
this Law. It means that a contract does not automatically become invalid simply because one party is a consumer or a non-
profit organization, provided that the non-trader party agreed to subject the contractual relationship to the Law on Commerce,
and the subject matter remains lawful. The validity of the contract would instead be governed by the general capacity rules
under civil law (the 2015 Civil Code). In this statement, the absolute assertion that the contract is "always deemed void"
contradicts the principle of scope of application under commercial law. Therefore, this statement is false.
Statement 3: In a contract for the purchase and sale of goods, if the seller delivers a quantity of goods higher than
agreed, the buyer must accept and pay for the excess amount at the contractual rate.
ANSWER: FALSE. According to Article 43(1) of Vietnam’s 2005 Law on Commerce, where the seller delivers goods in a
quantity greater than that agreed upon, the buyer has the explicit right to either refuse or accept the excess goods. It means
that the seller cannot unilaterally impose an additional financial burden or performance obligation on the buyer through over-
delivery. If the buyer decides to refuse the excess, they are only bound to accept and pay for the exact quantity stipulated in
the contract. In this statement, the claim that the buyer "must accept and pay for the excess amount" disregards the buyer's
statutory right of refusal under the Law on Commerce. Therefore, this statement is false.
Statement 4: Under the 1980 CISG, a proposal for concluding a contract addressed to one or more specific persons
constitutes an offer even if it does not indicate the quantity and the price of the goods.
ANSWER: FALSE. According to Article 14(1) of the CISG 1980, a proposal for concluding a contract addressed to one or
more specific persons constitutes an offer only if it is sufficiently definite. A proposal is legally deemed "sufficiently
definite" if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the
price. It means that under the CISG’s strict criteria for contract formation, the quantity and price are core elements that
cannot be left entirely blank or unaddressed in a valid offer. In this statement, the claim that a proposal constitutes an offer
"even if it does not indicate the quantity and the price" directly violates the definition of definiteness under international sales
law. Therefore, this statement is false.
Statement 5: Under Vietnam's 2005 Law on Commerce, a buyer loses the right to complain about the quality of goods
if they fail to lodge a formal complaint within 3 months from the date of delivery.
ANSWER: FALSE. According to Article 318(1) of Vietnam's 2005 Law on Commerce, the statutory limitation period for
lodging complaints regarding the quality of goods is 6 months from the date of delivery. It means that the 3-month period
only applies to complaints regarding the quantity of goods delivered under Article 318(2), whereas defects in quality enjoy a
longer statutory window to protect buyers from latent or hidden defects. Missing a 3-month mark does not strip the buyer of
their rights regarding quality issues. In this statement, the application of a 3-month limitation period to quality complaints
confuses the separate statutory timelines established by law. Therefore, this statement is false.
Statement 6: Under the 1980 CISG, an oral contract for the international sale of goods is always invalid unless it is
modified or terminated in writing.
ANSWER: FALSE. According to Article 11 of the CISG 1980, a contract of sale need not be concluded in or evidenced by
writing and is not subject to any other requirement as to form; it may be proved by any means, including witnesses. It means
that the CISG heavily favors informality and consensus. Written form is only mandatory if a Contracting State has made a
formal reservation under Article 96 of the CISG (such as Vietnam, which requires international sale contracts to be in writing
under domestic law). However, as a general rule of the convention itself, oral contracts are fully valid. In this statement, the
absolute claim that an oral contract is "always invalid" misrepresents the foundational principles of the CISG. Therefore, this
statement is false.
Statement 7: The remedy of "contract suspension" (đình chỉ thực hiện hợp đồng) completely terminates all
contractual clauses, including those regarding dispute settlement and liability limitations.
ANSWER: FALSE. According to Article 311(2) of Vietnam's 2005 Law on Commerce and Article 81(1) of the CISG 1980,
the suspension or termination of a contract does not affect any provisions of the contract concerning the settlement of
disputes or the rights and obligations of the parties consequent upon the suspension or termination. It means that while the
core performance obligations (such as delivering goods or paying money) are halted, clauses regulating dispute resolution,
arbitration, choice of law, or limitation of damages survive the contract's demise to facilitate legal remedies. In this statement,
the claim that suspension "completely terminates all contractual clauses" ignores the statutory survival of procedural and
remedy-related clauses. Therefore, this statement is false.
Statement 8: A non-breaching party is entitled to claim damages under the Law on Commerce even if they cannot
prove any actual material loss, provided that the breach was material.
ANSWER: FALSE. According to Article 302(2) of Vietnam's 2005 Law on Commerce, the grounds giving rise to the right
to claim compensation for damages comprise: an act of breach, actual loss, and a direct causal nexus between the breach and
the loss. It means that unlike penalty clauses (which only require a breach), the remedy of damages is compensatory, not
punitive, and strictly requires empirical proof of actual, quantifiable material loss (lost profits or direct expenditures). If no
loss occurred, no damages can be legally awarded regardless of how material the breach was. In this statement, the claim that
a party can claim damages "even if they cannot prove any actual material loss" contradicts the statutory elements of liability
under Article 302. Therefore, this statement is false.
Statement 9: Under Vietnam's 2005 Law on Commerce, a party may completely reject a late delivery of goods without
giving the seller any additional time to perform.
ANSWER: FALSE. According to Article 297 of Vietnam's 2005 Law on Commerce and Article 47(1) of the CISG 1980,
the non-breaching party may fix an additional period of time of reasonable length (Nachfrist principle) for performance by
the breaching party of his obligations. Immediate rejection of the entire contract or goods for a minor delay is only permitted
if the delay constitutes a "fundamental breach" (vi phạm cơ bản) under Article 312, where the purpose of the contract is
entirely frustrated. For non-fundamental delays, the buyer must act in good faith and allow reasonable cure periods. In this
statement, the claim that a party may completely reject late delivery "without giving any additional time" overlooks the
distinction between fundamental and non-fundamental breaches. Therefore, this statement is false.
Statement 10: Under the 1980 CISG, a risk of loss passes to the buyer at the exact moment the contract is signed,
regardless of physical delivery.
ANSWER: FALSE. According to Article 67(1) and Article 69(1) of the CISG 1980, the passing of risk is fundamentally tied
to the physical transfer of control or delivery of the goods, not the mere signing of the contract document. If the contract
involves carriage, the risk passes to the buyer when the goods are handed over to the first carrier; if the buyer is to take over
goods at the seller's place, the risk passes when they take over the goods or fail to do so in due time. It means that the legal
risk of accidental destruction remains with the seller until physical possession changes hands. In this statement, tying the
passing of risk to "the exact moment the contract is signed" misapplies the delivery-based risk allocation rules of
international trade. Therefore, this statement is false.
Statement 11: Under Vietnam’s 2005 Law on Commerce, a contract penalty clause is legally invalid if the parties did
not beforehand explicitly agree upon a specific monetary amount in the contract.
ANSWER: TRUE. According to Article 300 of Vietnam’s 2005 Law on Commerce, penalty for breach is a remedy whereby
the aggrieved party requests the breaching party to pay a sum of money "as agreed upon in the contract". It means that the
remedy of a penalty is entirely dependent on party autonomy and must be predefined either as a specific amount or a clear
percentage formula within the text of the contract. Courts or arbitrators have no statutory authority to invent or calculate a
penalty rate for the parties if it was omitted. In this statement, stating that the clause is invalid/unenforceable without prior
agreement accurately reflects the consensual nature of contract penalties. Therefore, this statement is true.
Statement 12: If an international contract for the sale of goods does not mention the governing law, the 1980 CISG
will automatically apply if both parties have their places of business in different Contracting States.
ANSWER: TRUE. According to Article 1(1)(a) of the CISG 1980, the Convention applies to contracts of sale of goods
between parties whose places of business are in different States when the States are Contracting States. It means that the
CISG acts as an automatic, default international treaty law that supersedes domestic sales laws for cross-border transactions
among member states (like Vietnam and the US) unless the parties explicitly exercise their right to "opt-out" under Article 6.
Mere silence or failure to mention a governing law triggers the automatic application of the CISG. In this statement, the claim
that the CISG automatically applies under these conditions is entirely accurate. Therefore, this statement is true.
Statement 13: The limitation period for initiating a lawsuit regarding a commercial dispute at a court or arbitration
center in Vietnam is 2 years from the date the contract was signed.
ANSWER: FALSE. According to Article 319 of Vietnam's 2005 Law on Commerce, the limitation period for bringing an
action before a court or arbitration is 2 years from the date on which the legitimate rights and interests were infringed. It
means that the timeline does not run from the execution date of the contract, but rather from the moment a breach occurs or
when the aggrieved party discovers or ought to have discovered the infringement. In this statement, stating that the period
runs "from the date the contract was signed" misidentifies the statutory triggering event for the limitation period. Therefore,
this statement is false.
Statement 14: Under Vietnam's 2005 Law on Commerce, an advertisement of goods by a trader directed to the
general public is always considered a legally binding offer to conclude a contract.
ANSWER: FALSE. According to Article 39(1) of Vietnam's 2015 Civil Code (applied in conjunction with commercial law)
and Article 14(2) of the CISG 1980, a proposal other than one addressed to one or more specific persons is to be considered
merely as an invitation to make offers (lời mời chào hàng), unless the contrary is clearly indicated by the person making the
proposal. Public advertisements targeting the general public lack specific addressees and definite intent to be bound upon
single acceptance. It means they are legally invitations for the public to make offers to the trader. In this statement,
characterizing a public advertisement as "always a legally binding offer" contradicts the statutory classification of public
solicitations. Therefore, this statement is false.
Statement 15: A party who suffers from a contractual breach is exempted from the duty to mitigate damages if the
breaching party committed the breach intentionally.
ANSWER: FALSE. According to Article 305 of Vietnam’s 2005 Law on Commerce and Article 77 of the CISG 1980, a
party who relies on a breach of contract must take all reasonable measures to mitigate the loss resulting from the breach. It
means that the statutory duty to mitigate damages is an absolute, objective obligation imposed on the aggrieved party to
prevent economic waste, independent of the state of mind (intentional or negligent) of the breaching party. If the non-
breaching party fails to take mitigating steps, the breaching party can claim a reduction in the damages payable equal to the
amount by which the loss should have been mitigated. In this statement, the claim that intentional breach exempts the duty to
mitigate is legally incorrect. Therefore, this statement is false.

COMPETITION LAW

PART I: TRUE/FALSE QUESTIONS

Statement 1: Under Vietnam’s 2018 Competition Law, an anti-competitive agreement (thỏa thuận hạn chế cạnh
tranh) is only illegal if it causes actual anti-competitive effects in the market. ANSWER: FALSE. According to Article
12 of Vietnam’s 2018 Competition Law, certain types of anti-competitive agreements—such as price-fixing, market-sharing,
or output-restricting agreements between competitors on the same relevant market (horizontal agreements)—are strictly
prohibited per se (bị cấm tuyệt đối). It means that for these specific hard-core cartels, the law does not require any assessment
or empirical proof of actual or potential anti-competitive impacts. The mere act of entering into such an agreement constitutes
an automatic violation of the law. Anti-competitive effects or market share thresholds are only analyzed for vertical
agreements or other residual horizontal agreements under Article 13. In this statement, the claim that an agreement is "only
illegal if it causes actual anti-competitive effects" ignores the absolute prohibition applied to hard-core cartels. Therefore, this
statement is false.

Statement 2: A business entity is automatically classified as holding a dominant market position (vị trí thống lĩnh thị
trường) if its individual market share on the relevant market is 30% or more. ANSWER: FALSE. According to Article
24(1)(a) of Vietnam’s 2018 Competition Law, an enterprise is deemed to hold a dominant market position if it has an
individual market share of 30% or more or if it possesses significant market power as determined by the National
Competition Commission. It means that a 30% market share is a sufficient quantitative threshold, but it is not the sole or
absolute metric for determining dominance. An enterprise with a lower market share could still be legally classified as
dominant if it possesses "significant market power" based on factors like financial capacity, technological advantages, or
barrier to entry control under Article 26. Conversely, the presence of strong competitors could neutralize the dominance of a
30% share entity. In this statement, the use of the word "automatically" oversimplifies the qualitative and alternative
assessments required by the law. Therefore, this statement is false.

Statement 3: Under Vietnam’s 2018 Competition Law, it is an act of unfair competition (cạnh tranh không lành
mạnh) for an enterprise to sell its goods below their total cost of production with the intent to eliminate its
competitors. ANSWER: FALSE. According to Article 45 of Vietnam’s 2018 Competition Law, predatory pricing (bán
hàng dưới giá thành nhằm loại bỏ đối thủ) is no longer classified under the statutory list of Unfair Competition practices.
Instead, under Article 27(1)(a), the act of selling goods or providing services below total cost to exclude competitors is
regulated and prohibited as an abuse of a dominant market position (lạm dụng vị trí thống lĩnh). It means that an ordinary
enterprise with small market share cannot commit this specific violation; it only becomes illegal when executed by a firm that
already holds a dominant or monopoly position on the relevant market. In this statement, classifying this conduct under
"unfair competition" confuses the distinct legal boundaries between Chapter V (Unfair Competition) and Chapter III (Abuse
of Dominance). Therefore, this statement is false.
Statement 4: All economic concentrations (tập trung kinh tế), such as mergers or acquisitions, must be notified to the
National Competition Commission before execution. ANSWER: FALSE. According to Article 33(1) of Vietnam’s 2018
Competition Law, enterprises participating in an economic concentration must file a notification dossier only if they reach the
statutory thresholds regarding total assets, total turnover, transaction value, or combined market share as prescribed by the
Government (Decree 35/2020/ND-CP). It means that small and medium-sized transactions that do not trigger these regulatory
financial thresholds are fully exempted from the pre-merger notification requirement and can be executed freely without prior
state approval. In this statement, the claim that "all economic concentrations" must be notified ignores the statutory threshold
limitations designed to filter out non-threatening transactions. Therefore, this statement is false.

Statement 5: Providing untruthful or misleading information regarding a competitor’s financial status to cause
disruption to their business activities is classified as an unfair competition practice. ANSWER: TRUE. According to
Article 45(3) of Vietnam’s 2018 Competition Law, multi-form practices of defaming other enterprises by directly or
indirectly whispering, broadcasting, or providing untruthful information that adversely affects the reputation, financial status,
or business operations of such enterprises are explicitly prohibited as acts of unfair competition. It means that the law directly
protects the integrity of commercial reputation against malicious, unverified statements made by market rivals. In this
statement, the characterization of spreading untruthful financial information about a competitor as an unfair competition
practice accurately reflects the statutory prohibition under Article 45. Therefore, this statement is true.

Statement 6: An enterprise holding a monopoly position (vị trí độc quyền) is legally prohibited from charging
different prices to different customers for the exact same transaction. ANSWER: FALSE. According to Article 27(2) of
Vietnam’s 2018 Competition Law, an enterprise holding a monopoly position is prohibited from imposing distinct
commercial conditions in similar transactions, or imposing conditions that have no direct connection to the contract subject
matter. However, charging different prices (price discrimination) is only illegal if it lacks objective justification and creates
an unfair disadvantage among buyers. If the price variation is justified by objective economic parameters—such as
differences in transport costs, volume discounts, seasonal demand, or customer credit ratings—the practice is legally
permissible even for a monopolist. In this statement, the claim that a monopolist is "legally prohibited" from charging
different prices ignores the statutory requirement of unjustifiable discrimination. Therefore, this statement is false.

Statement 7: Under the 2018 Competition Law, foreign enterprises operating outside of Vietnam's territory are
entirely excluded from the scope of application of this Law. ANSWER: FALSE. According to Article 2(2) of Vietnam’s
2018 Competition Law, the scope of application explicitly extends to foreign agencies, organizations, and individuals whose
actions have or may have an anti-competitive effect on the domestic market of Vietnam. It means that the law adopts the
"effects doctrine" (nguyên tắc tác động trung tâm), granting extraterritorial jurisdiction to Vietnamese regulatory bodies.
Even if an offshore cartel or merger occurs completely outside of Vietnam, it will be subjected to this Law if it restricts
competition within Vietnamese borders. In this statement, the claim that foreign enterprises are "entirely excluded"
contradicts the express extraterritorial provisions of Article 2. Therefore, this statement is false.

Statement 8: Agreements to limit technological development or restrict research and development between
competitors are legally valid if the parties do not manipulate market prices. ANSWER: FALSE. According to Article
11(4) of Vietnam’s 2018 Competition Law, agreements to prevent, impede, or refuse to allow other enterprises to develop
technology, or agreements to restrict technical or technological development, are classified as independent types of anti-
competitive agreements. It means that market price manipulation is not a prerequisite factor for illegality; restricting
innovation and R&D is considered a serious harm to consumer welfare and market dynamism on its own. Under Article 12,
such agreements are strictly prohibited if entered into by competitors in the same relevant market. In this statement, the
assertion that such agreements are valid as long as prices are not manipulated directly violates the independent prohibitions of
Article 11. Therefore, this statement is false.

Statement 9: An economic concentration transaction that is found to have significant anti-competitive effects will
always be completely banned by the National Competition Commission. ANSWER: FALSE. According to Article 30
and Article 32 of Vietnam’s 2018 Competition Law, when an economic concentration is evaluated to have or potentially have
significant anti-competitive effects, the National Competition Commission does not automatically ban it; instead, it can issue
a conditional clearance (cho phép tập trung kinh tế có điều kiện). It means that the transaction can still proceed provided that
the parties fulfill structural or behavioral remedies, such as divesting assets, selling subsidiaries, or subjecting their post-
merger pricing to regulatory oversight to mitigate competitive concerns. In this statement, the absolute claim that such
transactions will "always be completely banned" overlooks the statutory mechanism of conditional approvals. Therefore, this
statement is false.
Statement 10: Disclosing or using another enterprise's trade secrets (bí mật kinh doanh) without their authorization is
always an act of unfair competition, regardless of how the information was acquired. ANSWER: FALSE. According to
Article 45(1) of Vietnam’s 2018 Competition Law, the infringement of trade secrets constitutes unfair competition
specifically when an enterprise accesses, acquires, discloses, or uses information through deceptive, illegal, or unauthorized
breaches of confidentiality obligations. It means that if the trade secret was acquired via lawful and independent methods—
such as independent creation, reverse engineering (giải mã công nghệ) of a legally purchased product, or observing public
data—the subsequent use or disclosure of that information does not violate competition law. In this statement, the claim that
it is always an act of unfair competition "regardless of how the information was acquired" fails to recognize the legal
exceptions for independent discovery and reverse engineering. Therefore, this statement is false.

Statement 11: Under Vietnam’s 2018 Competition Law, trade associations (hiệp hội ngành nghề) can be held legally
liable for organizing or facilitating anti-competitive agreements among their member enterprises. ANSWER: TRUE.
According to Article 2(1) and Article 11 of Vietnam’s 2018 Competition Law, industry associations are explicitly listed as
subjects governed by the law, and they are legally prohibited from acting as a coordinator or facilitator for enterprises to
engage in anti-competitive conspiracies or cartels. It means that if an association coordinates a meeting where members agree
to fix minimum retail prices or allocate geographical markets, the association itself will face direct administrative sanctions
and penalties alongside the participating enterprises. In this statement, holding trade associations liable for facilitating anti-
competitive cartels perfectly aligns with the statutory text. Therefore, this statement is true.

Statement 12: A group of three enterprises is collectively deemed to hold a dominant market position if their
combined market share on the relevant market is 60% or more. ANSWER: FALSE. According to Article 24(2)(b) of
Vietnam’s 2018 Competition Law, a group of three enterprises is collectively deemed dominant if they have a combined
market share of 65% or more on the relevant market. The threshold of 60% only applies to a collective group of two
enterprises under Article 24(2)(a). It means that a 60% combined share split among three separate firms does not satisfy the
statutory quantitative presumption of collective dominance under the current law. In this statement, applying the 60%
threshold to a group of three enterprises confuses the distinct mathematical criteria established for collective dominance.
Therefore, this statement is false.

Statement 13: An enterprise is legally permitted to induce or force the customers of its competitors to stop transacting
with that competitor through threatening or coercive measures. ANSWER: FALSE. According to Article 45(2) of
Vietnam’s 2018 Competition Law, forcing or disrupting customer relations by threatening, coercing, or intimidating the
customers or business partners of another enterprise to compel them to cease transactions is explicitly prohibited as an act of
unfair competition. It means that competition must be based solely on merit, quality, and price efficiency; using non-
economic coercion to tear down a rival’s customer network violates the public policy of a fair market. In this statement, the
claim that an enterprise is "legally permitted" to use coercive measures directly violates the clear prohibitions against
coercion under unfair competition law. Therefore, this statement is false.

Statement 14: An agreement between a manufacturer and a distributor that fixes the exact resale price to end
consumers (Resale Price Maintenance) is subject to a total and absolute ban under all circumstances. ANSWER:
FALSE. According to Article 11(2) and Article 12(3) of Vietnam’s 2018 Competition Law, a vertical resale price
maintenance (RPM) agreement between non-competing enterprises at different levels of the supply chain is only prohibited if
it is assessed or evaluated to have or potentially have significant anti-competitive effects on the market. It means that unlike
horizontal price cartels, vertical price-fixing is evaluated under the "Rule of Reason" (nguyên tắc đánh giá tác động),
meaning it can be legally cleared if it enhances distributional efficiency or if the manufacturer lacks market power. In this
statement, claiming that RPM is subject to a "total and absolute ban under all circumstances" misapplies the statutory
distinction between vertical and horizontal price agreements. Therefore, this statement is false.

Statement 15: The National Competition Commission has the statutory authority to exempt an anti-competitive
agreement from prohibition if it brings economic benefits that outweigh its restrictive effects. ANSWER: TRUE.
According to Article 14(1) of Vietnam’s 2018 Competition Law, an anti-competitive agreement otherwise prohibited under
Article 12 may be granted a time-limited exemption if it satisfies specific criteria, such as reducing costs, promoting technical
progress, or improving the competitiveness of small and medium-sized enterprises. It means that the law balances pure
market freedom against macro-economic efficiency, allowing pro-competitive and welfare-enhancing collaborations to be
legally saved via official state exemption. In this statement, recognizing the Commission's authority to grant exemptions for
efficient agreements accurately reflects the statutory mechanism of Article 14. Therefore, this statement is true.

CORPORATE LAW
PART I: TRUE/FALSE QUESTIONS

Statement 1: All types of enterprises established under Vietnam's 2020 Law on Enterprises automatically possess legal
person status (tư cách pháp nhân) from the date of issuance of their Business Registration Certificate. ANSWER:
FALSE. According to Article 74(1) of Vietnam's 2015 Civil Code and the 2020 Law on Enterprises, an organization is
recognized as a legal person only if it has its own assets independent of those of individuals and other organizations, and
bears liability with its own assets. Under Article 188(1) of the 2020 Law on Enterprises, a sole proprietorship (Doanh nghiệp
tư nhân) is an enterprise owned by one individual who is liable for all activities of the enterprise to the extent of all their
personal assets. It means that a sole proprietorship does not have an independent asset structure from its owner and
completely lacks legal person status. In this statement, the claim that "all types of enterprises" automatically possess legal
person status ignores the specific statutory exclusion of sole proprietorships. Therefore, this statement is false.

Statement 2: In a limited liability company (LLC), a member is only liable for the financial debts and obligations of
the company up to the amount of capital they have actually contributed to the company. ANSWER: FALSE.
According to Article 47(2) and Article 74(4) of Vietnam's 2020 Law on Enterprises, members must contribute capital to the
company sufficiently and in the correct type of asset as committed upon company registration within 90 days. If a member
fails to contribute the fully committed capital within this statutory timeline, they remain personally liable up to the nominal
value of their committed (registered) capital contribution for any financial obligations arising during that period, not just the
amount they have actually contributed. It means that the shield of limited liability is legally bound to the total commitment
made to the public registry. In this statement, the claim that liability is capped "only up to the amount actually contributed"
overlooks the strict statutory liability attached to unfulfilled capital commitments. Therefore, this statement is false.

Statement 3: In a joint stock company (JSC), the Board of Directors (Hội đồng quản trị) holds the absolute statutory
authority to make decisions on all major investments and asset sales of the company. ANSWER: FALSE. According to
Article 138(2)(h) of Vietnam's 2020 Law on Enterprises, the General Meeting of Shareholders (Đại hội đồng cổ đông), not
the Board of Directors, holds the highest supreme authority to decide on investment projects or the sale of assets valued at
35% or more of the total asset value recorded in the company’s most recent financial statement (unless a different percentage
is specified in the company’s Charter). It means that the Board of Directors only has operational jurisdiction over mid-to-
small scale investments, while core structural or high-value transactions remain strictly under the democratic control of the
shareholders. In this statement, attributing "absolute statutory authority" to the Board of Directors for all major investments
directly violates the statutory division of corporate powers. Therefore, this statement is false.

Statement 4: A shareholder owning ordinary shares in a joint stock company has the absolute right to demand that
the company buy back their shares at any time. ANSWER: FALSE. According to Article 132(1) of Vietnam's 2020 Law
on Enterprises, a shareholder only has the right to demand the company to buy back their shares if that shareholder voted
against a resolution on the reorganization of the company or a change to the rights and obligations of shareholders stipulated
in the Charter. It means that share buybacks are a conditional remedy designed to protect dissenting minority shareholders in
major restructuring events, rather than a universal or unconditional right of exit. Ordinary shareholders cannot arbitrarily
force a company to liquidate capital at any time. In this statement, the assertion that a shareholder can demand a buyback "at
any time" misrepresents the conditional nature of the statutory exit right. Therefore, this statement is false.

Statement 5: Under the 2020 Law on Enterprises, a single individual is legally prohibited from concurrently serving
as the Director or General Director of more than one joint stock company. ANSWER: FALSE. According to Article
162(2) of Vietnam's 2020 Law on Enterprises, the Director or General Director of a joint stock company must not
concurrently serve as the Director or General Director of another joint stock company only if it is a state-owned enterprise or
an enterprise where the State holds more than 50% of the charter capital. For ordinary, privately-owned joint stock
companies, the law does not impose a multi-holding ban, allowing individuals to manage multiple corporate entities
simultaneously, provided they comply with fiduciary duties and conflict-of-interest disclosures under Article 165. In this
statement, the claim of a total and absolute prohibition "under all circumstances" misinterprets the narrow restriction meant
only for state-linked companies. Therefore, this statement is false.

Statement 6: A resolution of the General Meeting of Shareholders in a JSC can be legally passed via written opinions
if it receives the approval of shareholders representing at least 50% of the total voting shares. ANSWER: TRUE.
According to Article 148(2) of Vietnam's 2020 Law on Enterprises, in the case of collecting written opinions (lấy ý kiến bằng
văn bản), a resolution of the General Meeting of Shareholders shall be adopted if it is approved by a number of shareholders
owning at least 50% of the total number of voting shares (the specific ratio can be higher if stipulated in the company's
Charter). It means that for the written voting mechanism, the law lowers the ordinary threshold from the 65% requirement
applied to physical meetings, facilitating efficient and practical corporate decision-making. In this statement, the 50%
threshold rule accurately reflects the explicit statutory requirement for written ballot collections. Therefore, this statement is
true.

Statement 7: In a partnership (Công ty hợp danh), limited liability partners (thành viên góp vốn) are legally
permitted to directly manage and execute business operations on behalf of the partnership. ANSWER: FALSE.
According to Article 187(1) and Article 181 of Vietnam's 2020 Law on Enterprises, the business operations of a partnership
must be managed and executed exclusively by the unlimited liability partners (thành viên hợp danh). Limited liability
partners are explicitly prohibited from managing the business or acting in the name of the partnership; they only possess
passive investment rights, such as receiving dividends and voting on structural adjustments under Article 187(2). It means
that the privilege of limited liability is strictly coupled with a statutory ban on operational management. In this statement, the
claim that limited liability partners can directly execute operations contradicts the core structural separation of partnership
laws. Therefore, this statement is false.

Statement 8: A multi-member limited liability company must mandatory establish a Board of Controllers (Ban Kiểm
soát) if it has 11 or more members. ANSWER: TRUE. According to Article 54(1) of Vietnam's 2020 Law on Enterprises,
a multi-member limited liability company that has 11 or more members must mandatory establish a Board of Controllers to
oversee the performance of the Management Board and Director. For companies with fewer than 11 members, the creation of
a Board of Controllers is entirely optional and dependent on the company's internal corporate governance strategy. It means
that the law imposes a mandatory transparency mechanism once the ownership base grows to a specific legislative threshold.
In this statement, stating that a company with 11 or more members must establish this board is completely accurate.
Therefore, this statement is true.

Statement 9: The corporate legal capacity (năng lực pháp luật) of an enterprise is strictly limited to the specific
business lines explicitly registered in its Business Registration Certificate. ANSWER: FALSE. According to Article 7 of
Vietnam's 2020 Law on Enterprises, enterprises have the fundamental right to freely conduct business in any lines and sectors
that are not explicitly prohibited by law. While enterprises must update their business lines in the national business registry
database for administrative and tax classification purposes, their civil and commercial contracts are no longer voided simply
because a business line was not registered beforehand. It means that Vietnam has completely abolished the strict application
of the ultra vires doctrine to corporate business lines. In this statement, the claim that corporate capacity is "strictly limited"
to registered business lines misrepresents the current landscape of market freedom. Therefore, this statement is false.

Statement 10: If a joint stock company suffers financial losses, ordinary shareholders are legally obligated to
contribute additional money beyond their share value to help the company pay its debts. ANSWER: FALSE.
According to Article 115(1)(b) of Vietnam's 2020 Law on Enterprises, a shareholder of a joint stock company is only liable
for the debts and other property obligations of the enterprise up to the amount of capital they have contributed or committed
to contribute to the enterprise. It means that the company is an independent legal entity with distinct assets; its financial
failures or insolvencies cannot penetrate the corporate veil to create personal debt obligations for its shareholders.
Shareholders may lose the value of their invested shares, but they can never be legally forced to make additional cash
injections. In this statement, the claim that shareholders are obligated to contribute extra money contradicts the principle of
limited liability. Therefore, this statement is false.

Statement 11: A member of a multi-member limited liability company is completely free to transfer their capital
contribution to any external third party at any time without restriction. ANSWER: FALSE. According to Article 52(1)
of Vietnam's 2020 Law on Enterprises, before transferring a capital contribution to a non-member third party, the transferring
member must first offer to sell such capital to all remaining members of the company in proportion to their existing capital
ratios under identical commercial conditions (Quyền ưu tiên mua). A transfer to an external third party is only legally
permitted if the existing members refuse to purchase or fail to purchase the capital within 30 days from the offer date. It
means that the law protects the closed, closely-held nature of an LLC by restricting the arbitrary entry of outsiders. In this
statement, the claim that a member is "completely free to transfer without restriction" ignores the mandatory statutory right of
first refusal. Therefore, this statement is false.

Statement 12: Under the 2020 Law on Enterprises, a single company can have more than one legal representative
(người đại diện theo pháp luật). ANSWER: TRUE. According to Article 12(2) of Vietnam's 2020 Law on Enterprises, a
limited liability company and a joint stock company may have one or more legal representatives. The specific number,
managerial titles, and division of rights and obligations of the legal representatives must be clearly specified in the
company’s Charter. It means that the law provides structural flexibility, allowing companies to split representing powers
(e.g., both the Chairman of the Board and the General Director acting as legal representatives) to optimize transactional
speeds and check-and-balance safety. In this statement, the recognition of multiple legal representatives perfectly aligns with
the statutory text. Therefore, this statement is true.

Statement 13: A joint stock company is legally permitted to issue bonds to raise capital from the public even if it has
not yet completed its business registration. ANSWER: FALSE. According to Article 4(10) and Article 111 of Vietnam's
2020 Law on Enterprises, a joint stock company only officially achieves its legal status, corporate capacity, and capacity to
issue securities (including shares and bonds) after it has been granted a formal Enterprise Registration Certificate by the state.
An unincorporated group or an enterprise in the process of formation has no legal existence to issue public corporate bonds or
enter into public financial markets. In this statement, the assertion that an un-registered entity can issue bonds directly
violates the prerequisites of corporate birth and capacity. Therefore, this statement is false.

Statement 14: The dynamic decisions or resolutions of the Board of Directors in a JSC are adopted if they are
approved by a simple majority of the total members attending the meeting, regardless of the company's Charter.
ANSWER: FALSE. According to Article 157(12) of Vietnam's 2020 Law on Enterprises, a resolution of the Board of
Directors shall be adopted if it is approved by a majority of the attending members; however, if the votes are equal, the final
decision shall belong to the side that has the opinion of the Chairman of the Board of Directors. Crucially, Article 157(12)
explicitly states that this fallback rule only applies if the company's Charter does not provide a different voting arrangement
or a higher majority threshold. It means that party autonomy via the company Charter overrides the default statutory simple
majority rule. In this statement, using the phrase "regardless of the company's Charter" ignores the statutory supremacy of the
company's constitutional document. Therefore, this statement is false.

Statement 15: If an individual registers a sole proprietorship, they are legally prohibited from concurrently acting as
the owner of another sole proprietorship or a member of a partnership. ANSWER: TRUE. According to Article 188(3)
and Article 188(4) of Vietnam's 2020 Law on Enterprises, each individual is only permitted to establish one sole
proprietorship, and the owner of a sole proprietorship must not concurrently be the owner of another sole proprietorship or an
unlimited liability partner of a partnership (unless otherwise agreed by the remaining partners). It means that because sole
proprietorships and partnership positions carry unlimited, personal liability for all debts, the law prevents a single individual
from cross-contaminating multiple unlimited liability entities to safeguard public creditors and economic safety. In this
statement, the description of the restriction is completely accurate under the law. Therefore, this statement is true.

CONTRACT LAW (CIVIL CODE 2015)

PART I: TRUE/FALSE QUESTIONS

Statement 1: Under Vietnam’s 2015 Civil Code, an offer to conclude a contract (đề nghị giao kết hợp đồng) can never
be withdrawn or revoked once it has been sent out to the offeree. ANSWER: FALSE. According to Article 389 and
Article 390 of Vietnam's 2015 Civil Code, an offeror may legally withdraw or revoke an offer to conclude a contract under
specific statutory conditions. It means that an offer is not instantly unalterable upon dispatch. Under Article 389, an offer can
be withdrawn if the offeree receives the notice of withdrawal before or at the same time they receive the offer itself.
Furthermore, under Article 390, an offer can be revoked if the offeror explicitly reserved the right to revoke it in the offer,
and the offeree receives the notice of revocation before the offeree dispatches their notice of acceptance. In this statement, the
absolute claim that an offer "can never be withdrawn or revoked" directly ignores these statutory mechanisms for withdrawal
and revocation. Therefore, this statement is false.

Statement 2: A silence or inaction by the offeree upon receiving an offer is automatically deemed a valid acceptance to
conclude the contract. ANSWER: FALSE. According to Article 393(2) of Vietnam's 2015 Civil Code, the silence of the
offeree does not signify an acceptance of the offer to conclude a contract, unless it is otherwise agreed upon by the parties or
conforms with established commercial practices between them. It means that the default position of contract law is "silence
does not mean consent" to protect parties from being unilaterally forced into uninvited contractual obligations. An
affirmative, clear manifestation of intent is generally required to form a binding contract. In this statement, the claim that
silence is "automatically deemed a valid acceptance" misrepresents the legal default rule and overlooks the strict prerequisite
of prior agreement or custom. Therefore, this statement is false.

Statement 3: Any contract entered into by a minor under 15 years of age is completely and automatically void under
all circumstances. ANSWER: FALSE. According to Article 21(3) of Vietnam's 2015 Civil Code, persons from 6 to under
15 years of age must have the consent of their legal representatives to perform or establish civil transactions; however, they
can independently perform minor civil transactions that strictly serve their daily personal needs. It means that everyday
contracts, such as a 12-year-old child purchasing school stationery, books, or food, are fully valid and legally binding without
requiring parental consent. The law protects minors while maintaining practical commercial flexibility for minor daily
transactions. In this statement, the claim that such contracts are void "under all circumstances" fails to account for the
statutory exception regarding daily personal needs. Therefore, this statement is false.

Statement 4: A contract is legally void if it is executed under the influence of fraud (lừa dối) or duress (đe dọa), even if
the victimized party chooses not to challenge its validity. ANSWER: FALSE. According to Article 127 and Article 132
of Vietnam's 2015 Civil Code, a civil transaction or contract established due to fraud or duress is not automatically or
structurally void per se. Instead, it falls under the category of a voidable transaction (giao dịch dân sự có thể bị tuyên vô
hiệu), meaning its invalidity is entirely conditional upon the victimized party successfully petitioning a Court or an
Arbitration tribunal to declare it void within a 2-year statutory limitation period. It means that if the victimized party chooses
to waive their right, accepts the terms, or allows the 2-year window to lapse, the contract remains legally valid and
enforceable. In this statement, the assertion that the contract is "legally void even if not challenged" confuses automatically
void transactions (relative to public policy/prohibitions) with voidable transactions. Therefore, this statement is false.

Statement 5: Under the 2015 Civil Code, if a contract does not specify the quality of the subject matter, the seller is
legally permitted to deliver goods of the lowest possible quality. ANSWER: FALSE. According to Article 432(2) of
Vietnam's 2015 Civil Code, where the quality of goods has not been agreed upon by the parties, the quality of the goods shall
be determined in accordance with the standard quality of such type of goods, or the average standard or standard of the
specific purpose for which the contract was concluded. It means that the law imposes an objective, reasonable default
standard of "average quality" or "fitness for purpose" to prevent opportunistic exploitation. Delivering sub-standard or
lowest-quality goods would constitute a material contractual breach. In this statement, the claim that the seller is permitted to
deliver the lowest possible quality directly contradicts this statutory fallback rule of average standard. Therefore, this
statement is false.

Statement 6: A liquidated damages clause (thỏa thuận bồi thường thiệt hại ước tính) under the Civil Code is limited to
a maximum cap of 8% of the contract value. ANSWER: FALSE. According to Article 360 and Article 418 of Vietnam's
2015 Civil Code, the parties may agree on a penalty for breach (phạt vi phạm), which is legally distinct from compensation
for damages (bồi thường thiệt hại). Crucially, the 8% statutory ceiling is a specific restriction found only in Article 301 of the
2005 Law on Commerce for commercial contracts among traders. Under the Civil Code, which governs general civil
contracts, Article 418(2) explicitly allows the parties to freely agree on the rate of penalty without imposing any flat statutory
8% cap, provided it does not violate public policy. In this statement, applying the 8% commercial law cap to general Civil
Code contracts confuses separate legislative domains. Therefore, this statement is false.

Statement 7: An oral agreement to modify a written contract is legally invalid if the original contract states that all
modifications must be made in writing. ANSWER: TRUE. According to Article 421(1) of Vietnam's 2015 Civil Code and
the foundational principle of party autonomy, the parties may agree to modify a contract and must follow the form of the
original contract if so stipulated. It means that if the parties explicitly embedded a "No Oral Modification" (NOM) clause in
their initial written agreement, they voluntarily restricted their future capacity to modify the contract informally. Any
subsequent verbal agreement attempting to alter the terms would be legally ineffective and unenforceable because it fails to
satisfy the contractually mandated form. In this statement, validating the invalidity of an oral modification under these
conditions accurately reflects the enforceability of NOM clauses. Therefore, this statement is true.

Statement 8: If a party cannot perform their contractual obligations due to an economic recession, they are
automatically exempted from liability under the doctrine of force majeure. ANSWER: FALSE. According to Article
156(1) of Vietnam's 2015 Civil Code, a force majeure event (sự kiện bất khả kháng) must be an event which occurs
objectively, is unforeseeable, and cannot be remedied despite all necessary and admissible measures being taken. Under
established judicial precedents and legal theory, ordinary market risks, economic recessions, price fluctuations, or currency
devaluations are classified as commercial risks inherent to business operations, not force majeure. It means that an economic
downturn does not constitute an unavoidable physical or legal impediment, and the defaulting party remains fully liable for
damages. In this statement, treating an economic recession as an automatic force majeure event misapplies the strict statutory
definition of the doctrine. Therefore, this statement is false.

Statement 9: A contract is deemed fundamentally formed and legally binding at the exact moment the offeror
dispatches the offer to the offeree. ANSWER: FALSE. According to Article 400 of Vietnam's 2015 Civil Code, a contract
is legally formed at the moment the offeror receives the notice of acceptance from the offeree, or when the parties sign the
contract document. It means that Vietnam adopts the "receipt rule" (nguyên tắc tiếp thu) rather than the common law
"mailbox rule" (nguyên tắc gửi đi) for contract formation. The mere dispatch of an offer does not create a binding contract, as
it only initiates the process and can still be rejected or lapse. In this statement, tying the formation of the contract to the
moment the offer is dispatched directly violates the receipt-based formation rules of civil law. Therefore, this statement is
false.

Statement 10: Under the 2015 Civil Code, a contract penalty clause (phạt vi phạm) can be enforced even if the non-
breaching party suffered absolutely no actual material loss. ANSWER: TRUE. According to Article 418(1) of Vietnam's
2015 Civil Code, penalty for breach is an agreement whereby the breaching party is required to pay a sum of money to the
aggrieved party. Unlike the remedy of compensatory damages (which strictly requires proof of actual loss under Article 360),
a contract penalty operates as a conventional punitive and deterrent tool agreed upon in advance. It means that the right to
collect the penalty triggers immediately upon the objective occurrence of the contract breach, independent of whether any
financial or material loss was actually sustained by the counterparty. In this statement, confirming the enforceability of a
penalty without actual loss accurately reflects the statutory distinction between penalties and damages. Therefore, this
statement is true.

Statement 11: If a contract becomes impossible to perform due to the death of an obligor, the contract is always
terminated automatically without any remaining civil liabilities. ANSWER: FALSE. According to Article 422(3) of
Vietnam's 2015 Civil Code, a contract terminates upon the death of an individual party only if the contract was agreed to be
performed explicitly by that specific individual (personal services contracts involving specific talents, skills, or fiduciary
trust). For ordinary property, financial, or commercial payment obligations, the contract does not terminate; instead, under
Article 615, the obligation is transferred to the heirs of the deceased, who must perform the obligations within the scope of
the inherited estate. In this statement, the claim that the contract "always terminates without liabilities" fails to recognize the
transmissible nature of general property obligations to heirs. Therefore, this statement is false.

Statement 12: An earnest money agreement (đặt cọc) is legally valid even if it is executed before the main asset
purchase contract is officially signed. ANSWER: TRUE. According to Article 328(1) of Vietnam's 2015 Civil Code and
Resolution 01/2003/NQ-HDTP of the Supreme People's Court, a deposit (earnest money) can be legally established to secure
both the performance of an existing contract or the conclusion of a future contract. It means that pre-contractual deposits,
which are widely used in real estate or high-value sales to lock in a deal before drafting the final contract, are fully
enforceable. If a party backs out after giving/receiving the deposit, the statutory forfeiture or double-repayment penalties
under Article 328(2) apply. In this statement, recognizing the validity of a pre-contractual earnest money agreement is
entirely accurate under the law. Therefore, this statement is true.

Statement 13: A third-party beneficiary to a contract can directly sue the promisor to enforce the contract terms even
though the third party did not sign the contract. ANSWER: TRUE. According to Article 415 of Vietnam's 2015 Civil
Code, where a contract is performed for the benefit of a third party, the third party has the direct legal right to demand the
obligor to perform the obligation directly to them. It means that civil law recognizes a formal exception to the strict doctrine
of privity of contract (tính tương đối của hợp đồng) for contract for the benefit of third parties (hợp đồng vì lợi ích của người
thứ ba). If a dispute arises, the third party possesses a direct statutory cause of action to enforce their rights in court. In this
statement, validating the third party's right to sue accurately reflects the provisions of Article 415. Therefore, this statement is
true.

Statement 14: If a contract is declared legally void due to a violation of mandatory legal prohibitions, the court will
actively penalize both parties by confiscating all transacted assets into the State budget under all circumstances.
ANSWER: FALSE. According to Article 131(2) of Vietnam's 2015 Civil Code, the general legal consequence of a void
contract is restorative justice: the parties must restore everything to its original state and return to each other what they have
received. Confiscation of transacted assets into the State budget under Article 131(5) is a highly restrictive, exceptional
public policy sanction applied only if the subject matter or purpose of the transaction explicitly violates deeply fundamental
social ethics or criminal prohibitions (e.g., contracts for human trafficking, illegal weapons, or narcotics). For ordinary
regulatory voids, mutual restitution is the mandatory rule. In this statement, the claim of confiscation "under all
circumstances" misapplies an exceptional sanction as a universal rule. Therefore, this statement is false.

Statement 15: Under the 2015 Civil Code, a party may unilaterally terminate a contract (đơn phương chấm dứt thực
hiện hợp đồng) without facing liability only if the counterparty has committed a material breach. ANSWER: TRUE.
According to Article 428(1) of Vietnam's 2015 Civil Code, a party has the right to unilaterally terminate a contract and is not
required to compensate for damages only if a party commits a material breach of contractual obligations, or if it is so agreed
by the parties or provided by law. It means that unilateral termination without cause or prior agreement constitutes an
unlawful breach of contract in itself. To invoke non-liability statutory termination, the breach by the counterparty must be
severe enough to deprive the non-breaching party of what they were substantially entitled to expect under the contract. In this
statement, tying lawful unilateral termination to a material breach accurately states the strict protective threshold of contract
security. Therefore, this statement is true.

PROPERTY LAW (CIVIL CODE 2015)

PART I: TRUE/FALSE QUESTIONS

Statement 1: Under Vietnam’s 2015 Civil Code, land, buildings, and structures attached to land are classified as
immovable property, whereas crops and trees growing on that land are always classified as movable property.
ANSWER: FALSE. According to Article 107(1) of Vietnam's 2015 Civil Code, immovable property (bất động sản)
explicitly includes land, houses, construction works attached to land, and other property attached to land, houses, or
construction works as prescribed by law. It means that perennial trees, crops, or agricultural plants currently rooted in the
ground are legally treated as an integral part of the land itself and are classified as immovable property. They only become
movable property once they are harvested, severed, or cut down from the soil. In this statement, the claim that crops and trees
growing on land are "always classified as movable property" directly violates the statutory classification of attached property
under Article 107. Therefore, this statement is false.
Statement 2: The ownership right over a movable property that requires registration is legally transferred to the
buyer at the exact moment the contract is signed by both parties.
ANSWER: FALSE. According to Article 161(2) of Vietnam's 2015 Civil Code, where the law requires the registration of
ownership rights for a specific property (such as automobiles, motorbikes, or ships), the ownership right is transferred to the
buyer from the moment the registration procedures are completed in the official state registry database. It means that the mere
execution or signing of the sales contract only establishes contractual obligations between the parties but does not instantly
transfer the real property right (in rem) to the buyer. For assets requiring registration, state registration is the mandatory
triggering event for ownership transfer. In this statement, tying the transfer of ownership to "the exact moment the contract is
signed" misapplies the statutory rules governing registered assets. Therefore, this statement is false.
Statement 3: An individual who continuously, openly, and in good faith possesses an immovable property without a
legal basis for 30 years automatically becomes the legal owner of that property.
ANSWER: TRUE. According to Article 236 of Vietnam's 2015 Civil Code, a person who possesses or benefits from a
property without a legal basis but in good faith, continuously, and overtly for a period of 10 years for movable property, or 30
years for immovable property, shall become the owner of such property (Thời hiệu xác lập quyền sở hữu do chiếm hữu). It
means that the law recognizes the doctrine of adverse possession/usucapio to resolve long-standing factual uncertainties over
property control and to encourage the productive use of resources. Once the 30-year statutory threshold for real estate is met
without dispute, the possessor's status elevates to legal ownership. In this statement, the description of the 30-year timeline
and conditions for immovable property is entirely accurate under the law. Therefore, this statement is true.
Statement 4: A land user is legally permitted to block or obstruct a natural water flow running through their land if
the water causes flooding to their own crops.
ANSWER: FALSE. According to Article 252 of Vietnam's 2015 Civil Code, a land user who has a natural water flow
running through their land must allow the water to drain naturally and is strictly prohibited from blocking, altering, or
obstructing the flow in a manner that causes damage to adjacent or surrounding land users. It means that property rights are
not absolute and are subject to neighboring rights (quyền đối với bất động sản liền kề) to ensure community harmony and
environmental safety. If flooding occurs, the landowner must implement drainage solutions that do not harm neighbors rather
than unilaterally blocking the flow. In this statement, the claim that a land user is "legally permitted to block the natural water
flow" directly violates the mandatory duty of natural drainage. Therefore, this statement is false.
Statement 5: If a person accidentally finds a lost or mislaid movable asset of unknown value, they automatically
become the absolute owner of that asset immediately upon discovery.
ANSWER: FALSE. According to Article 230 of Vietnam's 2015 Civil Code, a person who finds a lost or mislaid asset must
make a public notification or hand it over to the local police or competent state authority. The finder only acquires ownership
over the asset if, after 1 year from the date of public notification, the true owner cannot be identified. Crucially, if the asset's
value exceeds 10 months' base salary set by the State, the finder does not keep the whole asset; instead, they receive 50% of
the value exceeding the 10-month base salary, and the remaining portion goes to the State budget. It means that finding an
asset does not grant instant or absolute ownership. In this statement, the claim that the finder becomes the absolute owner
"immediately upon discovery" ignores the mandatory statutory notification and 1-year waiting procedures. Therefore, this
statement is false.
Statement 6: Under the 2015 Civil Code, an owner of an apartment unit in a condominium has individual, separate
ownership over the internal space of the apartment, but only has shared common ownership over the pillars,
corridors, and structural foundations of the building.
ANSWER: TRUE. According to Article 214 of Vietnam's 2015 Civil Code and the Law on Housing, mixed-ownership
properties like condominiums consist of separate ownership over the designated individual units and collective, indivisible
shared ownership (Sở hữu chung hỗn hợp) over the common infrastructure, load-bearing walls, roofs, and shared hallways. It
means that no individual tenant can unilaterally sell, partition, or alter the structural pillars or corridors because these assets
are legally locked under a mandatory joint-tenancy regime to preserve the safety of the entire building. In this statement, the
distinction between separate apartment ownership and shared structural ownership perfectly aligns with the statutory model.
Therefore, this statement is true.
Statement 7: A bona fide purchaser (người chiếm hữu ngay tình) who buys a registered automobile from a non-owner
can always retain ownership of the vehicle if they paid full market price.
ANSWER: FALSE. According to Article 133(2) and Article 167 of Vietnam's 2015 Civil Code, if a transaction involving an
asset requiring ownership registration is invalid because the seller was a non-owner, a bona fide purchaser can only retain
ownership if they relied on the state registration registry and completed the title transfer under their name in good faith.
However, under Article 168, if the asset was originally lost, mislaid, or stolen from the true owner against their will, the true
owner retains the absolute right to reclaim (đòi lại tài sản) the registered asset from the bona fide purchaser, regardless of the
purchase price paid. It means that the protection of a bona fide buyer is overridden by the protection of a victim of theft. In
this statement, the claim that the buyer "can always retain ownership" overlooks the statutory reclamation rights of an owner
who lost possession involuntarily. Therefore, this statement is false.
Statement 8: A co-owner in a joint tenancy by shares (sở hữu chung theo phần) is completely free to sell their
individual share of the property to an outsider at any time without notifying the other co-owners.
ANSWER: FALSE. According to Article 218(2) of Vietnam's 2015 Civil Code, if a co-owner wishes to sell their individual
share of a joint property, the other co-owners possess a statutory right of first refusal (quyền ưu tiên mua). The selling co-
owner must formally notify all other co-owners of the sale conditions and price; they are only legally permitted to sell to an
external third party if none of the existing co-owners purchase the share within 3 months for immovable property, or 30 days
for movable property. It means that the law restricts arbitrary outsider entry to maintain cooperative stability among co-
owners. In this statement, claiming that a co-owner is "completely free to sell without notifying" directly violates the
mandatory notification mechanism. Therefore, this statement is false.
Statement 9: Quyền hưởng dụng (Usufruct) is a property right that allows a non-owner to legally exploit and enjoy
the natural or commercial fruits and profits of an asset belonging to another person for a limited period.
ANSWER: TRUE. According to Article 257 of Vietnam's 2015 Civil Code, usufruct is a real property right (jus in re aliena)
that empowers its holder to use and enjoy the yields, profits, and fruits derived from an asset under the ownership of another
entity for a specific timeframe. It means that the law separates the core title of ownership (bare ownership) from the
economic exploitation rights, allowing a person (e.g., an elderly relative or an investor) to harvest crops or collect rental
income from land without holding the underlying deed. In this statement, the definition provided for usufruct accurately
reflects the statutory scope of Article 257. Therefore, this statement is true.
Statement 10: If a person's livestock (such as cattle) wanders onto someone else’s land, the landowner can
immediately slaughter the livestock and claim ownership over the meat.
ANSWER: FALSE. According to Article 231 of Vietnam's 2015 Civil Code, a person who catches stray livestock (gia súc
thất lạc) must feed, care for, and publicly notify the local authorities to find the true owner. The catcher only acquires legal
ownership over the livestock if no owner claims it after 6 months of public notice. It means that taking immediate punitive
actions or slaughtering stray animals constitutes an unlawful destruction of another person's property and creates tort liability
for damages under civil law. In this statement, the assertion that the landowner can "immediately slaughter and claim
ownership" directly violates the mandatory 6-month statutory retention and notification rule. Therefore, this statement is
false.
Statement 11: An easement of way (quyền về lối đi qua) grants a landlocked property owner the right to demand a
passage across an adjacent neighbor's land, and this passage must always be granted completely free of charge.
ANSWER: FALSE. According to Article 254(1) and Article 254(3) of Vietnam's 2015 Civil Code, an owner of a landlocked
immovable property has a statutory right to demand an adjacent landowner to provide a reasonable passage to a public road.
However, Article 254(3) explicitly states that the beneficiary of the passage must compensate the adjacent landowner, unless
otherwise agreed by the parties. It means that while the right to a pathway is guaranteed by public policy, it is not a free
extraction; the neighbor is entitled to reasonable monetary payment for the loss of utility and space on their land. In this
statement, the claim that the passage "must always be granted completely free of charge" contradicts the statutory
requirement for compensation. Therefore, this statement is false.
Statement 12: Under the 2015 Civil Code, hidden or buried treasure discovered underground always belongs entirely
to the state budget, regardless of who owns the land.
ANSWER: FALSE. According to Article 229(2) of Vietnam's 2015 Civil Code, buried or hidden treasure (tài sản bị chôn
giấu) belongs entirely to the State only if it is classified as a historical, cultural, or archaeological relic under the Law on
Cultural Heritage. For ordinary hidden assets (such as a cache of old gold coins or cash) that do not hold cultural value, if the
true owner cannot be found, the treasure is split: it belongs to the finder if found within their own property, or it is shared
between the finder and the lawful landowner if found on someone else's property according to a specific mathematical
formula under the Code. It means that the State does not automatically confiscate non-historical buried property. In this
statement, the claim of automatic state ownership "under all circumstances" confuses ordinary hidden property with national
cultural heritage. Therefore, this statement is false.
Statement 13: A property owner has the absolute right to dig a well or build a basement on their land even if the
excavation work causes the adjacent neighbor's house to crack or collapse.
ANSWER: FALSE. According to Article 174 and Article 251 of Vietnam's 2015 Civil Code, when constructing any project
or excavating underground, the landowner must strictly comply with construction standards and ensure that their activities do
not endanger, distort, or infringe upon the safety of adjacent immovable properties. If the excavation creates a risk of
damage, they must immediately cease the activity and install structural reinforcements. It means that property rights are
legally constrained by the doctrine of sic utere tuo ut alienum non laedas (use your property in a way that does not harm
others). In this statement, the claim of an "absolute right" to dig despite causing structural damage to a neighbor directly
violates the statutory duty of construction safety. Therefore, this statement is false.
Statement 14: Intellectual property rights, including copyrights and industrial patents, are legally recognized as a
form of "property" under the general framework of Vietnam’s civil law.
ANSWER: TRUE. According to Article 105(1) of Vietnam's 2015 Civil Code, property comprises objects, money, valuable
papers, and property rights (quyền tài sản). Furthermore, Article 115 explicitly states that property rights are rights that can
be valued in money, including property rights over objects of intellectual property rights. It means that although intellectual
assets are intangible and governed primarily by the specialized Law on Intellectual Property, they remain fundamentally
anchored as incorporeal property within the foundational taxonomy of the Civil Code. In this statement, classifying
intellectual property rights as a form of property is entirely accurate under the law. Therefore, this statement is true.
Statement 15: If an owner transfers a movable property to a bailee under a storage contract (hợp đồng gửi giữ), the
bailee automatically gains the right of possession (quyền chiếm hữu) over that asset.
ANSWER: TRUE. According to Article 182 and Article 554 of Vietnam's 2015 Civil Code, possession is the holding and
controlling of a property by an owner or by a person authorized by the owner. Under a bailment or storage contract, the
owner voluntarily surrenders the physical control of the asset to the warehouse operator or bailee. It means that the bailee
possesses a legally recognized, derivative right of physical possession (chiếm hữu được ủy quyền) over the stored asset and
can defend that possession against unauthorized third parties, even though the ultimate right of disposition (quyền định đoạt)
remains with the owner. In this statement, recognizing the bailee's right of possession perfectly reflects the division of
property rights under contract-backed custody. Therefore, this statement is true.

EMPLOYMENT LAW (LABOR CODE 2019)

PART I: TRUE/FALSE QUESTIONS

Statement 1: Under Vietnam’s 2019 Labor Code, an employer is legally permitted to apply a probationary period (thử
việc) for any employee entering into a temporary seasonal labor contract with a duration of under 1
[Link]: FALSE. According to Article 24(3) of Vietnam's 2019 Labor Code, probation shall not be applied to
employees who enter into labor contracts with a duration of under 1 month. It means that for short-term, ultra-brief seasonal
tasks, the law protects vulnerable workers from precarious employment terms by requiring immediate official contract status
with full statutory protection upon commencement of work. Probation is only legally permissible for contracts with a
duration of 1 month or longer. In this statement, the claim that an employer can apply a probationary period for a contract
under 1 month directly violates this mandatory statutory prohibition. Therefore, this statement is false.
Statement 2: An employer can legally sign consecutive fixed-term labor contracts (hợp đồng lao động xác định thời
hạn) with the same employee an infinite number of times, provided both parties voluntarily [Link]: FALSE.
According to Article 20(2) of Vietnam's 2019 Labor Code, an employer and an employee are generally only permitted to sign
a maximum of two consecutive fixed-term labor contracts. Upon the expiration of the second fixed-term contract, if the
employee continues to work, the third contract signed must mandatory be an indefinite-term labor contract (hợp đồng không
xác định thời hạn). It means that the law restricts absolute party autonomy in consecutive hiring to prevent employers from
permanently denying employees long-term job security and full welfare benefits through perpetual renewals of short-term
contracts. The only exceptions apply to elderly workers, foreign workers, or trade union officials. In this statement, the claim
that they can sign such contracts an infinite number of times contradicts the mandatory statutory restriction. Therefore, this
statement is false.
Statement 3: An employee working under an indefinite-term labor contract has the legal right to unilaterally
terminate the contract at any time without needing to provide any objective reason, as long as they satisfy the
statutory advance notice [Link]: TRUE. According to Article 35(1) of Vietnam's 2019 Labor Code, an
employee has the absolute right to unilaterally terminate the labor contract (đơn phương chấm dứt hợp đồng lao động)
without giving any reason, provided that they notify the employer in writing at least 45 days in advance for an indefinite-term
contract. It means that the 2019 Code has fully embraced the principle of freedom of labor, granting employees an
unconditional right to resign for personal preferences or better career choices, without being legally tied down by an
obligation to prove cause or fault. In this statement, stating that an employee can resign without needing an objective reason
while fulfilling the notice period perfectly accurately reflects the statutory mechanism of Article 35. Therefore, this statement
is true.
Statement 4: If an employee fails to show up to work due to an unexpected, unnotified illness, the employer possesses
the statutory authority to immediately fire the employee on the first day of [Link]: FALSE. According to
Article 36(1)(e) of Vietnam's 2019 Labor Code, an employer only has the right to unilaterally terminate a contract without
prior notice if the employee fails to show up to work without acceptable reasons for at least 5 consecutive working days. An
unnotified illness, while requiring post-event justification or medical certificates under internal labor rules, cannot instantly
trigger immediate termination on the very first day. It means the law provides a protective time buffer to prevent rash,
punitive firings by management before the employee has a reasonable chance to communicate their emergency status. In this
statement, the assertion that the employer can fire the employee on the first day of absence directly violates the statutory 5-
consecutive-day threshold. Therefore, this statement is false.
Statement 5: Under the 2019 Labor Code, an employee’s overtime working hours (giờ làm thêm) must not exceed
50% of the normal working hours in a single day, and must not exceed a flat cap of 200 hours in a year under all
[Link]: FALSE. According to Article 107(2) of Vietnam's 2019 Labor Code, while the daily overtime is
restricted to 50% of normal hours and the default annual cap is 200 hours, the law explicitly permits an extended annual limit
of up to 300 hours for specific industries and exceptional economic circumstances, such as manufacturing, apparel,
electronics, leather footwear, power supply, or resolving urgent natural disaster disruptions. It means that the 200-hour cap is
a general rule, not an absolute barrier applicable under all circumstances. In this statement, the claim that overtime cannot
exceed 200 hours "under all circumstances" fails to recognize the statutory industries and scenarios eligible for the 300-hour
extended threshold. Therefore, this statement is false.
Statement 6: An employer is strictly prohibited from deducting an employee's salary to pay for property damages if
the remaining monthly take-home pay falls below 70% of the actual monthly [Link]: TRUE. According to
Article 102(3) of Vietnam's 2019 Labor Code, where an employer makes deductions from an employee's wage for property
damages compensation, the maximum amount deducted must not exceed 30% of the employee's actual monthly take-home
pay after statutory social insurance, health insurance, unemployment insurance, and personal income tax have been paid. It
means that the law guarantees that the employee must retain at least 70% of their take-home income to secure their basic
livelihood and support their families, preventing predatory or oppressive clawbacks by management. In this statement,
characterizing the 70% baseline retention as a strict protective prohibition is completely accurate under Article 102.
Therefore, this statement is true.
Statement 7: If a female employee becomes pregnant, the employer is legally permitted to unilaterally terminate her
labor contract immediately if her pregnancy interferes with the company’s manufacturing [Link]: FALSE.
According to Article 37(3) and Article 137(3) of Vietnam's 2019 Labor Code, an employer is strictly prohibited from
unilaterally terminating a labor contract or dismissing an employee due to marriage, pregnancy, maternity leave, or nursing a
child under 12 months of age. It means that the law prioritizes public policy, human rights, and maternal protection over
immediate corporate efficiency or manufacturing optimization. Any termination executed on the grounds of pregnancy or
related performance slow-downs constitutes an unlawful and void dismissal, triggering severe financial compensation
liabilities for the company. In this statement, the claim that the employer is permitted to terminate her contract due to
pregnancy interference directly violates mandatory maternal protective laws. Therefore, this statement is false.
Statement 8: Under the 2019 Labor Code, corporate internal labor rules (nội quy lao động) are fully valid and binding
on employees even if the employer does not register them with the state labor [Link]: FALSE. According
to Article 119(1) of Vietnam's 2019 Labor Code, an employer employing 10 or more employees must mandatory register the
internal labor rules with the labor authority under the People’s Committee of the province or district where the business is
registered. Under Article 121, unregistered rules for such businesses lack statutory legal effect for enforcing official
discipline or corporate sanctions. It means that administrative state registration is a mandatory validity condition designed to
allow the government to vet internal company rules for illegal clauses before they can be weaponized against workers. In this
statement, the assertion that the rules are fully valid "even if not registered" ignores the registration requirement applied to
employers with 10 or more workers. Therefore, this statement is false.
Statement 9: Dismissal (sa thải) is the most severe form of labor discipline and can be legally applied if an employee
steals company property worth 50,000 [Link]: TRUE. According to Article 125(1) of Vietnam's 2019 Labor
Code, the remedy of dismissal can be applied as a disciplinary sanction if an employee commits an act of theft,
embezzlement, gambling, deliberate infliction of injuries, or illegal drug use within the workplace. It means that for serious
integrity offenses like theft, the law does not establish any minimum financial value threshold (such as the criminal law
2,000,000 VND limit); the objective act of stealing company assets, regardless of how minor the monetary value is,
completely destroys the fiduciary trust fundamental to an employment relationship and triggers lawful summary dismissal. In
this statement, validating the dismissal for a 50,000 VND theft accurately reflects the strict zero-tolerance integrity rules of
Article 125. Therefore, this statement is true.
Statement 10: If an employee works on a public holiday (ngày nghỉ lễ, tết), they are legally entitled to a total wage
equal to at least 300% of their regular daily wage, excluding the regular salary paid for that [Link]:
TRUE. According to Article 98(1)(c) of Vietnam's 2019 Labor Code, an employee who performs overtime work on a public
holiday or a paid leave day shall receive a wage calculated at a rate of at least 300%, which explicitly excludes the regular
daily wage paid to employees who stay at home on that holiday. It means that when an employee sacrifices their statutory
public rest day to work, their total financial compensation for that specific day mathematically reaches 400% (100% regular
holiday pay + 300% punitive overtime premium). In this statement, stating that the overtime rate is at least 300% excluding
the regular holiday salary is completely accurate. Therefore, this statement is true.
Statement 11: Under the 2019 Labor Code, a minor worker under 18 years of age can legally perform heavy,
hazardous, or dangerous work if they are paid double the normal adult [Link]: FALSE. According to
Article 147(1) of Vietnam's 2019 Labor Code, it is strictly prohibited to employ minor workers (người lao động chưa thành
niên) to perform heavy, hazardous, dangerous work, or work that is harmful to their physical, intellectual, or psychological
development as specified in the official list issued by the Ministry of Labor. It means that the prohibition against endangering
minors is absolute and non-negotiable; financial incentives, double salaries, or mutual consent cannot legally cure or waive a
violation of this public health and safety statute. In this statement, the claim that a minor can perform hazardous work if paid
extra directly violates the strict statutory bans meant to protect children. Therefore, this statement is false.
Statement 12: An employer can legally impose a fine (phạt tiền) or cut the regular salary of an employee as a valid
method to discipline them for being late to [Link]: FALSE. According to Article 127(2) of Vietnam's 2019
Labor Code, imposing a monetary fine or deducting or cutting wages instead of applying statutory labor disciplinary
measures is explicitly listed as a strictly prohibited act. It means that the law restricts employers from using financial
extortion or punitive salary deductions to enforce obedience. Management can only apply the exclusive, exhaustive list of
legal sanctions provided under Article 124, which are: reprimand (khiển trách), deferment of pay rise for up to 6 months,
removal from office, or dismissal. In this statement, characterizing a fine or salary cut as a "valid method" directly violates
this explicit statutory prohibition. Therefore, this statement is false.
Statement 13: A labor contract is deemed automatically terminated without further liability if the employee is
sentenced to a prison term and is no longer allowed to suspend their execution under a suspended sentence (án
treo).ANSWER: TRUE. According to Article 34(4) of Vietnam's 2019 Labor Code, a labor contract terminates when the
employee is sentenced to imprisonment under a legally effective judgment of a Court and is not eligible for a suspended
sentence. It means that the legal reality of an unsuspended prison sentence creates a permanent, objective physical
impediment that legally frustrates the performance of the personal labor obligations. The contract dissolves by operation of
law without triggering severance pay or unlawful termination claims. In this statement, the description of the automatic
termination upon imprisonment without a suspended sentence perfectly matches the statutory text. Therefore, this statement
is true.
Statement 14: If an employer unilaterally terminates a labor contract unlawfully (đơn phương chấm dứt trái pháp
luật), the employee is only entitled to receive 2 months of severance pay as their sole [Link]: FALSE.
According to Article 41 of Vietnam's 2019 Labor Code, the legal consequences for an unlawful termination by an employer
are extensive and multi-layered. The employer must mandatory take the employee back to work, pay full wages and
insurance for the days the employee was blocked from working, and pay an additional penalty compensation equal to at least
2 months of their salary. If the employee does not wish to return, they receive additional severance pay under Article 46. It
means that 2 months of salary is merely a statutory minimum component of a much larger restorative financial package, not
their "sole remedy". In this statement, characterizing 2 months' pay as the sole remedy misrepresents the extensive protective
remedies granted to unlawfully dismissed workers. Therefore, this statement is false.
Statement 15: Under the 2019 Labor Code, an oral or verbal labor contract is fully valid for any employment
relationship, regardless of the contract [Link]: FALSE. According to Article 14 of Vietnam's 2019 Labor
Code, a labor contract must generally be concluded in writing; an oral contract is only legally recognized for contracts with a
duration of under 1 month. For any contract with a duration of 1 month or longer, or when hiring groups of workers through
an authorized representative, the written form is a mandatory validity requirement. It means that informality is heavily
restricted to short-term temporary work to secure transparency and concrete legal evidence for longer employment
relationships. In this statement, the claim that an oral contract is valid "regardless of the contract duration" directly violates
the strict form boundaries of Article 14. Therefore, this statement is false.
1. COMMERCIAL LAW (LUẬT THƯƠNG MẠI 2005 / CISG 1980)
Question 1: Company A sells a batch of industrial machines to Company B. Upon delivery, Company B discovers that
the machines are of lower quality than agreed but fails to notify Company A for 9 months. Can Company B still
legally sue Company A for this quality non-conformity?
ANSWER: No, Company B cannot legally sue Company A after 9 months of silence. According to Article 318 of
Vietnam’s 2005 Law on Commerce, the maximum statutory limitation period for lodging a complaint regarding the quality
of delivered goods is 6 months from the date of delivery. It means that the law establishes a mandatory, strict timeframe for
buyers to inspect and notify defects to maintain commercial certainty and allow sellers to cure non-conformities promptly;
failure to complain within this statutory window results in the absolute forfeiture of the right to invoke remedies for that
specific breach. In this situation, because Company B waited 9 months before raising the issue, they have completely blown
past the 6-month statutory deadline. Therefore, Company B loses its right to complain or sue for quality non-conformity.
Question 2: Under the CISG, if Buyer X sends an acceptance letter that adds a clause stating that any contractual
dispute must be resolved by arbitration in Geneva instead of the courts, does this constitute a valid acceptance?
ANSWER: No, this does not constitute a valid acceptance; it is legally treated as a counter-offer. According to Article 19(3)
of the CISG 1980, any additional or different terms relating to the settlement of disputes are automatically deemed to
materially alter the terms of the offer. It means that the CISG applies the traditional "mirror image rule" to core
elements of a commercial contract, declaring that any unilateral modification to dispute resolution mechanisms destroys the
consensus and rejects the original offer. In this case, Buyer X’s introduction of an arbitration clause is a material alteration
under Article 19(3). Therefore, Buyer X's reply is a counter-offer that rejects the original offer rather than a valid
acceptance.
Question 3: Retailer M and Manufacturer N sign a supply contract. The contract includes a clause stating: "Any
breach of contract will trigger a penalty fine equal to 15% of the total contract value." Is this specific penalty clause
fully enforceable under Vietnamese commercial law?
ANSWER: No, this clause is not fully enforceable; it is legally void to the extent that it exceeds the statutory cap. According
to Article 301 of Vietnam’s 2005 Law on Commerce, the parties may agree on a penalty for breach, but the maximum
penalty rate must not exceed 8% of the value of the breached contractual obligation. It means that while the law
respects freedom of contract, it places a mandatory public policy ceiling on penalties to prevent punitive extortion and
maintain commercial fairness between trading entities. In this case, the agreed rate of 15% directly violates the mandatory
8% statutory limit. Therefore, the clause is invalid for the portion exceeding 8%, and the maximum penalty Retailer M can
legally enforce is capped strictly at 8% of the breached value.
Question 4: Distinguish between the legal remedy of "Suspension of performance of contract" (Tạm ngừng thực hiện
hợp đồng) and "Terminating performance of contract" (Đình chỉ thực hiện hợp đồng) under the 2005 Law on
Commerce.
ANSWER: The distinction lies fundamentally in the continuation of the contractual relationship and the status of future
obligations. According to Articles 296 and 298 of Vietnam's 2005 Law on Commerce, a suspension temporarily halts the
execution of obligations for a period, meaning the contract remains alive and parties must resume performance once the
grounds for suspension cease. In contrast, a termination completely ceases the execution of the contract from the moment one
party notifies the other, meaning that the parties are permanently released from performing their remaining future
obligations. It means that suspension acts as a temporary pause on an active contract, whereas termination acts as a
permanent cancellation of future contractual performance. Therefore, they create entirely different legal consequences on the
life of the transaction.
Question 5: If a seller delivers goods to a buyer ahead of the scheduled contract date, does the buyer have an absolute
obligation to accept the goods immediately?
ANSWER: No, the buyer does not have an absolute obligation to accept early delivery. According to Article 37(3) of
Vietnam’s 2005 Law on Commerce and Article 52(1) of the CISG 1980, if the seller delivers the goods before the date
fixed, the buyer has the statutory right to either accept delivery or refuse to take delivery. It means that the law protects the
buyer’s logistical, warehousing, and financial arrangements from being unilaterally disrupted by an unexpected early arrival
of goods, as the buyer may not have the capacity or funds ready to receive them. In this scenario, the buyer is fully within
their legal rights to reject the premature delivery. Therefore, the buyer can legally compel the seller to take the goods back
and redeliver them on the exact date specified in the contract.
Question 6: Company Y hires Broker X to find a buyer for their factory. Broker X successfully arranges meetings and
provides corporate profiles, but Company Y ultimately decides to sign the sale contract directly with a buyer
introduced by another source. Is Company Y still obligated to pay Broker X the brokerage fee?
ANSWER: No, Company Y is not obligated to pay the brokerage fee, unless the contract explicitly provides otherwise.
According to Article 153 of Vietnam's 2005 Law on Commerce, a commercial broker is only entitled to receive their
brokerage fee if their specific brokerage activities directly result in the conclusion of a contract between the principals. It
means that commercial brokerage is legally structured as a "result-oriented" relationship rather than a "best-effort" task;
the broker bears the commercial risk of failure and receives no statutory compensation for administrative actions if their work
did not directly bind the parties. In this case, since the final contract was concluded independently via an entirely different
source, Broker X’s work did not produce the required legal result. Therefore, Broker X cannot demand the brokerage fee
under the law.
Question 7: Under what specific statutory conditions can an aggrieved party concurrently claim both a contractual
penalty (Phạt vi phạm) and compensatory damages (Bồi thường thiệt hại) for a single breach?
ANSWER: They can claim both concurrently only if they have an explicit written agreement to that effect in their contract.
According to Article 307(2) of Vietnam’s 2005 Law on Commerce, where the parties have agreed on a penalty for breach,
the aggrieved party is entitled to apply both the penalty and compensatory damages, unless otherwise agreed. It means
that the law treats compensatory damages as an automatic statutory remedy designed to heal actual losses, whereas a penalty
is a strictly contractual remedy that must be explicitly pre-agreed; if pre-agreed, the law permits them to operate
cumulatively to punish the breach and repair the damage. Therefore, an explicit contractual agreement is the mandatory
prerequisite for claiming both remedies concurrently.
Question 8: Company G fails to deliver specialized raw materials to Company H on time. Company H does not look
for alternative suppliers and allows its factory to sit completely idle for two weeks, causing massive profit losses. Can
Company H recover the full value of these two weeks of lost profits from Company G?
ANSWER: No, Company H cannot recover the full value of the lost profits because they failed to fulfill their mandatory
duty to mitigate losses. According to Article 305 of Vietnam's 2005 Law on Commerce and Article 77 of the CISG 1980,
a party who invokes a breach of contract must take all reasonable measures to mitigate the loss resulting from the breach; if
they fail to take such measures, the breaching party may claim a reduction in the damages. It means that the law prohibits
an aggrieved party from passively accumulating avoidable damages out of spite or negligence, forcing them to behave as a
reasonable commercial actor. In this case, Company H’s absolute passivity in not seeking alternative suppliers violates this
rule. Therefore, Company H’s claim will be legally slashed, and they can only recover the losses that were strictly
unavoidable.
Question 9: Explain the legal concept of a "Fundamental Breach" (Vi phạm cơ bản) and its specific consequence on
the life of a contract under the 2005 Law on Commerce.
ANSWER: A fundamental breach is a severe violation that completely undermines the core purpose of entering into the
transaction. According to Article 3(13) of Vietnam's 2005 Law on Commerce, a fundamental breach is a breach of
contract by one party which causes such damage to the other party that it substantially deprives the other party of what
they were entitled to expect under the contract. It means that the law protects the security of transactions by preventing
parties from walking away over trivial, minor defects; however, when a breach strikes at the absolute root of the deal, the law
unlocks the most drastic remedies. Therefore, the occurrence of a fundamental breach grants the innocent party the
immediate statutory right to bypass ordinary cure periods and unilaterally execute either the suspension, termination, or
complete cancellation (hủy bỏ) of the contract.
Question 10: Logistics Company K is transporting glass bottles for Company L. A sudden, unprecedented storm
washes out the highway, causing the truck to overturn and smash the cargo. Can Company L successfully hold
Company K liable for the destroyed goods?
ANSWER: No, Company L cannot hold Company K liable because the event qualifies as a statutory force majeure
exemption. According to Article 294(1)(a) of Vietnam's 2005 Law on Commerce, a party is completely exempted from
liability for a breach of contract if the breach is caused entirely by an event of force majeure. It means that when a breach
is caused by an objective, entirely unforeseeable, and absolutely unavoidable external impediment that cannot be
overcome despite utilizing all reasonable modern professional measures, the law removes the element of legal fault from the
non-performing actor. In this scenario, the unprecedented storm satisfies all legal criteria of a force majeure event.
Therefore, Company K is legally exempted from compensating Company L for the ruined cargo.
2. COMPETITION LAW (LUẬT CẠNH TRANH 2018)
Question 1: Three electronics manufacturers control a combined market share of 68% in Vietnam. They meet secretly
and agree to set a mandatory minimum retail price for all their LED televisions. Does this horizontal agreement
require proof of a negative market impact to be declared illegal under the 2018 Competition Law?
ANSWER: No, this agreement is strictly illegal per se and does not require any proof of actual market impact. According to
Article 12(1) of Vietnam's 2018 Competition Law, horizontal agreements to directly or indirectly fix the price of goods
among enterprises on the same relevant market are strictly prohibited under all circumstances. It means that the law
treats horizontal price-fixing cartels as an absolute threat to the market structure and consumer welfare, applying a rigid rule
of automatic invalidity (per se illegality) without allowing the defense of economic efficiency. In this case, because the
entities operate on the same manufacturing tier, their price-fixing pact is an unpardonable horizontal restriction. Therefore,
the agreement is automatically unlawful under the law.
Question 2: Supermarket Chain X has a dominant market share of 35%. To optimize its shelf space, it forces all food
suppliers to sign a clause promising not to distribute their products to any other grocery store in the region. What
specific violation has Supermarket Chain X committed?
ANSWER: Supermarket Chain X has committed the violation of abusing a dominant market position through vertical market
foreclosure. According to Article 24 and Article 27 of Vietnam’s 2018 Competition Law, an enterprise with a market
share of 30% or more is legally recognized as holding a dominant market position, and such enterprises are strictly
prohibited from imposing restrictions on distribution channels or preventing other enterprises from accessing the market. It
means that while exclusive dealing may be acceptable for minor firms, dominant entities have a special legal duty not to
weaponize their economic muscle to choke off suppliers or starve competitors. By imposing an absolute regional exclusivity
lock, Supermarket Chain X has breached this duty. Therefore, Chain X is liable for severe administrative fines for an
unlawful abuse of dominance.
Question 3: Two commercial banks in Vietnam wish to execute a merger. Their combined assets are valued at 7,500
billion VND. Are they legally permitted to complete the merger quietly without informing the National Competition
Commission (NCC)?
ANSWER: No, they are legally prohibited from completing the merger without prior notification. According to Article 33
of Vietnam’s 2018 Competition Law and the updated statutory thresholds under Resolution 66.18/2026 (effective July 1,
2026), any economic concentration transaction must be officially notified to the National Competition Commission (NCC)
prior to execution if the total assets of the entities in Vietnam exceed 6,000 billion VND. It means that the law establishes
an absolute mandatory pre-merger notification regime based on structural financial sizes to allow the state to perform
preventive antitrust vetting before entities combine their operations. Because the banks' assets reach 7,500 billion VND, they
have cleared the statutory notification trigger. Therefore, a failure to notify the NCC prior to merging constitutes an illegal
economic concentration.
Question 4: Company P publishes an article on its website falsely claiming that the beverages manufactured by its
direct competitor, Company Q, contain cancer-causing chemical preservatives. What specific category of antitrust
violation is this under the 2018 Competition Law?
ANSWER: This act is classified as an Unfair Competitive Practice, specifically the act of defaming a competitor. According
to Article 45(3) of Vietnam’s 2018 Competition Law, enterprises are strictly prohibited from performing unfair competitive
practices, which explicitly includes providing untruthful information about a competitor to damage their prestige,
financial status, or business activities. It means that competition law steps outside of structural monopoly tracking to police
market ethics, banning dishonest or predatory behavioral tactics that distort consumer perception through malicious
falsehoods rather than genuine market merit. Company P’s dissemination of false medical claims directly fits this statutory
prohibition. Therefore, Company P has committed an unlawful act of unfair competition under Article 45.
Question 5: Explain the structural exclusion rule regarding the calculation of a "Group of Dominant Enterprises"
(Nhóm doanh nghiệp có vị trí thống lĩnh thị trường) under Article 24.
ANSWER: The structural exclusion rule dictates that minor players with microscopic market presence are legally excluded
when measuring collective market dominance. According to Article 24(2) of Vietnam's 2018 Competition Law, a group of
two, three, or four enterprises holds a dominant position if their combined market share reaches 50%, 65%, or 75%
respectively; however, any individual enterprise within that cluster that possesses a market share of less than 10% is
completely excluded from the group. It means that the law recognizes that a minor firm lacking market power cannot
genuinely coordinate or participate in an anti-competitive parallel abuse of collective market power. Therefore, even if a
firm is part of an oligopolistic market tier, it cannot be legally charged with collective abuse of dominance if its personal
market share falls below the 10% statutory floor.
Question 6: Five shipping companies sign an agreement to pool their research and development (R&D) budgets to co-
develop an eco-friendly vessel engine. Under what specific conditions can they obtain a statutory exemption from the
NCC?
ANSWER: They can obtain a time-limited exemption only if they prove the agreement brings concrete benefits to
consumers and satisfies the statutory efficiency criteria. According to Article 14 of Vietnam’s 2018 Competition Law,
anti-competitive agreements that restrict technology or investment may be granted an exemption if they promote technical
or technological progress, improve goods quality, provided that consumers share in the resulting benefits. It means that
the law applies a "rule of reason" to non-hardcore vertical or horizontal agreements, balancing technical restraints against
positive macroeconomic gains. Therefore, if the shipping companies formally prove to the NCC that this engine R&D
directly reduces pollution and lowers consumer shipping costs, the NCC will legally approve a time-limited exemption.
Question 7: Company W enters into a contract to supply specialized medical chips to a hospital. Company W includes
a mandatory clause stating that the hospital must also purchase all its ordinary plastic syringes exclusively from
Company W. Is this practice lawful?
ANSWER: No, this practice is unlawful as it constitutes an illegal tie-in arrangement. According to Article 27 and Article
45 of Vietnam’s 2018 Competition Law, imposing conditions on the conclusion of a contract that require the other party to
accept additional obligations which, by their nature or according to commercial usage, have no connection with the object
of the contract is strictly prohibited. It means that a company cannot leverage its unique market power over a highly
sought-after product (the medical chips) to artificially inflate sales of an entirely unrelated, competitive product (the
syringes), thereby locking out syringe competitors. Therefore, Company W’s contractual tie-in arrangement is an anti-
competitive abuse that violates the law.
Question 8: What are the severe legal consequences if two major software companies execute an economic
concentration (such as an acquisition) that is subsequently found by the NCC to cause a "significant anti-competitive
effect" on the market?
ANSWER: The transaction will be struck down, and the companies will face heavy restructuring sanctions and
administrative fines. According to Article 30 and Article 42 of Vietnam’s 2018 Competition Law, any economic
concentration that causes or is highly likely to cause significant anti-competitive effects on the market is strictly prohibited. If
violated, the NCC possesses the statutory power to order remedies including forced partial or total divestiture of assets,
corporate split-ups, or the mandatory sale of acquired business portions to restore market equilibrium. It means that the
state retains absolute corrective power over corporate structures, refusing to recognize transactions that permanently choke
market competition. Therefore, the acquisition can be legally unraveled and dismantled by regulatory order.
Question 9: Beverage Distributor D dictates to all independent retail shops that they are legally prohibited from
selling a bottle of its soda below 15,000 VND. If Distributor D holds a 40% market share, is this pricing policy
permitted?
ANSWER: No, this pricing policy is illegal as it constitutes an unlawful Resale Price Maintenance (RPM). According to
Article 27 of Vietnam’s 2018 Competition Law, an enterprise holding a dominant market position (such as Distributor D
with its 40% share) is strictly prohibited from imposing an unfair buying or selling price or maintaining a minimum resale
price that inflicts damage on consumers. It means that dominance strips an enterprise of the freedom to destroy intra-brand
price competition among retailers; by locking in a mandatory price floor of 15,000 VND, the distributor artificially prevents
retailers from offering discounts to consumers. Therefore, Distributor D’s minimum RPM policy constitutes an abusive
vertical restraint of competition under the law.
Question 10: Company Z notices that a new local rival is winning customers. To stop this, Company Z temporarily
slashes its own product prices to 30% below its actual manufacturing cost, intending to raise prices once the rival goes
bankrupt. Is this a lawful pricing strategy?
ANSWER: No, this is an illegal practice known as predatory pricing. According to Article 45(6) and Article 27 of
Vietnam’s 2018 Competition Law, enterprises—especially those with market power—are strictly prohibited from selling
goods below their aggregate cost price where the objective or effect of the conduct is to eliminate a competitor from the
market. It means that while the law encourages healthy price competition, it draws a line against artificial, non-viable loss-
making pricing designed as an economic weapon to starve out financially weaker rivals who cannot survive a prolonged,
artificial price war. Company Z’s deliberate below-cost strategy satisfies all elements of predatory behavior. Therefore, this
pricing strategy is a flagrant violation of competition law.
3. CORPORATE LAW (LUẬT DOANH NGHIỆP 2020)
Question 1: Mr. K wants to establish a One-Member Limited Liability Company (1TV-LLC) in Vietnam. He registers
a charter capital of 5 billion VND but only manages to deposit 3 billion VND into the company's bank account within
90 days from the issuance of the Certificate of Enterprise Registration. What must Mr. K legally do next?
ANSWER: Mr. K must mandatory execute a formal reduction of the company’s registered charter capital within the next 30
days. According to Article 47(2) and Article 74 of Vietnam’s 2020 Law on Enterprises, the charter capital of a limited
liability company must be contributed fully within 90 days from the date of the Enterprise Registration Certificate; if not
fully contributed, the owner must register a capital adjustment equal to the value of the actually contributed capital within 30
days from the expiration of the contribution deadline. It means that the law prohibits corporate actors from maintaining
"phantom" or unbacked registered capital on public records to mislead creditors regarding their actual capitalization size.
Therefore, Mr. K must legally slash the registered charter capital from 5 billion down to the actual 3 billion VND within the
30-day statutory window.
Question 2: Can a multi-member Limited Liability Company (Multi-Member LLC) legally issue common shares (cổ
phần phổ thông) to the general public to raise emergency capital?
ANSWER: No, a multi-member LLC is strictly prohibited from issuing shares. According to Article 46(3) of Vietnam’s
2020 Law on Enterprises, a limited liability company has the right to issue bonds but is strictly banned from issuing
shares, except in the case of converting into a joint-stock company. It means that the law maintains a rigid structural
separation between the closed, personal nature of a limited liability company (which relies on internal member capital
transfers) and the open, public nature of a joint-stock company. If an LLC requires public equity financing, it must formally
complete a structural transformation into a Joint Stock Company (JSC) first. Therefore, any unilateral attempt by the Multi-
Member LLC to issue common shares directly violates mandatory corporate law.
Question 3: Ms. N is a founding shareholder of a Joint Stock Company (JSC). She holds 15% of the common shares.
The company was registered 12 months ago. Can Ms. N freely transfer her common shares to an external third party
who is not an existing shareholder?
ANSWER: Ms. N cannot transfer them completely freely at her sole discretion; she must mandatory secure a corporate
resolution approving the outsider transfer first. According to Article 120(3) of Vietnam's 2020 Law on Enterprises, within
3 years from the date of issuance of the Certificate of Enterprise Registration, founding shareholders can freely transfer their
common shares to other founding shareholders, but can only transfer them to a non-founding outsider if they receive the
explicit approval of the General Meeting of Shareholders. It means that the law enforces a temporary 3-year stability
lock on founding members to prevent speculative look-and-leave setups that abandon new ventures; an outsider can only
enter if the collective shareholder body votes to permit it. Therefore, without a general meeting resolution, an external
transfer within the first 3 years is legally invalid.
Question 4: A Joint Stock Company has a Board of Directors (Hội đồng quản trị) consisting of 7 members. The
Chairman calls a meeting, but only 3 directors show up. Can this meeting legally proceed to vote and pass corporate
resolutions?
ANSWER: No, the meeting cannot legally proceed because it lacks a statutory quorum. According to Article 157(8) of
Vietnam’s 2020 Law on Enterprises, a meeting of the Board of Directors shall be conducted only when it is attended by at
least three-quarters (3/4) of the total number of members, unless the company’s internal Charter establishes a higher
quorum ratio. It means that the law prevents a minority faction of directors from staging a coup or executing stealth
corporate decisions without the physical or proxy presence of a commanding majority of the board. For a board of 7
members, the mandatory 3/4 quorum requires the presence of at least 6 directors. Therefore, with only 3 directors attending,
the meeting is legally invalid and must be postponed.
Question 5: Explain the strict liability regime governing Unlimited Partners (Thành viên hợp danh) in a Partnership
(Công ty hợp danh) regarding company debts.
ANSWER: Unlimited partners are bound by an absolute, unlimited joint and several personal liability framework.
According to Article 177(1) of Vietnam’s 2020 Law on Enterprises, unlimited partners must be individuals who are liable
for the obligations of the partnership with all of their personal property. It means that unlike limited liability entities
where an investor's risk is strictly ring-fenced to their capital contribution, an unlimited partner's personal family assets, real
estate, and bank accounts are completely exposed; if the partnership’s corporate assets are insufficient to wipe out
commercial debts, creditors possess the absolute legal right to sue and seize the private assets of any unlimited partner
directly. Therefore, their liability is structurally continuous, infinite, and joint.
Question 6: The Member’s Council of a Multi-Member LLC wishes to distribute corporate profits to its members.
What mandatory financial health check must the company satisfy before any cash can legally leave the company?
ANSWER: The company must satisfy the absolute statutory solvency test. According to Article 69 of Vietnam’s 2020 Law
on Enterprises, an LLC is only permitted to distribute profits to its members when it has generated net profits, fully fulfilled
all tax obligations, and crucially, must ensure that it remains fully capable of paying all due debts and other property
obligations immediately after the profit distribution is completed. It means that the law prioritizes the protection of third-
party commercial creditors over investor returns; a company cannot artificially hollow out its cash reserves to enrich
members if that payout triggers insolvency or default. Therefore, if a distribution leaves the firm unable to meet upcoming
bills, it is strictly prohibited under Article 69.
Question 7: Can a person who is currently serving an active criminal sentence or is banned by a Court from
practicing business legally establish or manage a private enterprise in Vietnam?
ANSWER: No, such individuals are explicitly disqualified by law from corporate participation. According to Article 17(2)
of Vietnam’s 2020 Law on Enterprises, persons who are facing criminal prosecution, serving prison sentences, or are
explicitly prohibited by a court judgment from conducting business are strictly banned from founding, establishing, or
managing any corporate enterprise in Vietnam. It means that corporate law aligns with public safety and judicial integrity
policies, locking out untrustworthy or legally sanctioned actors from utilizing corporate vehicles to interact with the
economy. Therefore, any attempt by such a person to register a new firm will be rejected by the state registry.
Question 8: Distinguish between the corporate roles and primary powers of the "General Meeting of Shareholders"
(Đại hội đồng cổ đông) and the "Board of Directors" (Hội đồng quản trị) in a Joint Stock Company.
ANSWER: The distinction lies in ownership sovereignty versus operational management. According to Articles 138 and
153 of Vietnam's 2020 Law on Enterprises, the General Meeting of Shareholders is the highest decision-making body of
the company, consisting of all voting shareholders, and possesses supreme sovereign powers such as amending the charter
and approving mergers. Conversely, the Board of Directors is the managerial body elected by the shareholders, tasked with
supervising daily operations, executing general meeting resolutions, and deciding mid-level business strategies. It means
that the General Meeting holds ultimate corporate ownership authority, while the Board holds executive operational
authority. Therefore, their roles are structurally separate.
Question 9: If a Member’s Council of a Limited Liability Company mistakenly distributes profits in violation of
Article 69, what is the legal remedy regarding the distributed funds?
ANSWER: The funds must be mandatorily clawed back, and members face joint liability. According to Article 70 of
Vietnam’s 2020 Law on Enterprises, where profits are distributed unlawfully, the members must mandatory return the
received money or assets to the company. Furthermore, if a member fails to or cannot return the funds, all members of the
council are jointly liable within the scope of the unreturned amount for all arising corporate debts. It means that the law
enforces a strict restitution mechanism to repair the corporate balance sheet and protect creditors from bad-faith capital
extraction. Therefore, the distributed funds cannot be kept and must be completely refunded to the corporate treasury.
Question 10: Can the Director or General Director (Giám đốc/Tổng giám đốc) of a Joint Stock Company unilaterally
approve a major contract to sell corporate factory assets valued at 40% of the total asset value recorded in the
company’s latest financial statement?
ANSWER: No, the Director cannot unilaterally approve this transaction as it falls outside their statutory threshold.
According to Article 138 and Article 153 of Vietnam’s 2020 Law on Enterprises, any transaction involving the disposal
of assets valued at 35% or more of the company's total asset value must be formally reviewed and approved by either the
Board of Directors or the General Meeting of Shareholders. It means that the law strips hired executives of the power to
execute structural "bet-the-company" asset sales without explicit permission from the board or owners. Since the factory
represents 40% of the asset base, the Director lacks unilateral capacity. Therefore, a contract signed solely by the Director
without a board or shareholder resolution is an unauthorized, ultra vires act.
4. CONTRACT LAW (CIVIL CODE 2015 - PART II)
Question 1: Party A sends an offer to sell 100 tons of rice to Party B, stating: "This offer is valid until 5:00 PM on
June 15." At 10:00 AM on June 15, before Party B responds, Party A calls Party B to revoke the offer. Is Party A’s
revocation legally effective under the 2015 Civil Code?
ANSWER: No, Party A’s revocation is legally ineffective. According to Article 389 of Vietnam’s 2015 Civil Code, an
offeror may only change or revoke an offer if the notice of revocation reaches the offeree prior to or at the exact same time
as the offer is received. Crucially, if an offer fixes a specific acceptance deadline, it creates a binding legal promise that the
offer remains open and irrevocable until that deadline passes. It means that contract law prevents bad-faith commercial flip-
flopping, protecting the offeree’s reliance interest while they calculate and prepare their response. Because Party A fixed a
deadline of June 15, they legally surrendered their right to revoke early. Therefore, the revocation is void, and the offer
remains valid until 5:00 PM on June 15.
Question 2: Under what specific statutory conditions can a contract that completely violates mandatory written form
requirements (such as a real estate transfer signed via an oral agreement) still be recognized as legally valid by a
Court?
ANSWER: The contract can be recognized as valid only if at least two-thirds of the contractual obligations have been
performed and a party requests court recognition. According to Article 129(2) of Vietnam’s 2015 Civil Code, where a civil
transaction violates mandatory form rules but a party or parties have performed at least two-thirds (2/3) of the obligations
under the transaction, a Court, at the formal request of a party, shall issue a decision recognizing the validity of the
transaction. It means that the law prioritizes substantive justice and the actual performance of intentions over dry
procedural technicalities, preventing bad-faith actors from using a lack of writing as an excuse to escape a deal. Therefore,
satisfying the 2/3 performance threshold and securing a specific court decree are the mandatory conditions to cure the form
defect.
Question 3: Mr. X signs a contract to rent an apartment from Mr. Y under extreme distress because Mr. Y threatened
to release fabricated, defamatory videos of Mr. X’s family if he refused to sign. What is the legal status of this
contract?
ANSWER: The contract is voidable (giao dịch dân sự có thể bị tuyên vô hiệu) due to duress and threat. According to
Article 117 and Article 127 of Vietnam’s 2015 Civil Code, a civil transaction is invalid if a participant is forced to enter
into it as a direct result of threats or duress. It means that a contract requires genuine, uncoerced mutual consent to be
enforceable; when a party’s will is completely broken or overwhelmed by an illegitimate threat of harm to their honor or
family, the law refuses to recognize the transaction as a valid meeting of minds. Therefore, the contract is legally flawed
from inception, and Mr. X possesses the absolute statutory right to petition a Court to officially declare the contract null
and void.
Question 4: Company E discovers that the warehouse it contracted to buy from Company F was completely destroyed
by an accidental electrical fire two days before they signed the official purchase contract. What is the status of this
contract under the 2015 Civil Code?
ANSWER: The contract is automatically null and void due to an impossible object. According to the foundational
principles of Article 117 and general civil doctrine under Vietnam's 2015 Civil Code, for a contract to exist, the object of the
transaction must be physically and legally possible at the time of execution. It means that a contract cannot come into
existence over a non-existent or completely destroyed asset; since the core subject matter of the contract (the warehouse) was
completely annihilated prior to the signing, the contract is hollowed out and lacks any legal foundation. Therefore, the
contract is legally void from the outset, and neither party can demand performance or claim breach of contract.
Question 5: Distinguish between the legal consequences of an "Absolute Void Contract" (Vô hiệu tuyệt đối) and a
"Relative Void Contract" (Vô hiệu tương đối) under the Civil Code.
ANSWER: The distinction lies in the automatic nature of the invalidity and who can invoke it. An absolute void contract
(such as a contract violating an explicit legal prohibition under Article 123) is automatically invalid by operation of law
from the beginning without requiring any action; it can be recognized directly by a court sua sponte. Conversely, a relative
void contract (such as a contract entered into due to deception under Article 127) is treated as initially valid and binding,
meaning it remains active unless and until the specific victim chooses to exercise their exclusive right to petition a court
to invalidate it within the statutory timeline. It means that void contracts are dead from the start for everyone, while voidable
contracts depend entirely on the victim’s choice to terminate or ratify the deal. Therefore, their procedural paths are entirely
distinct.
Question 6: Company C pays a deposit (đặt cọc) of 500 million VND to Company D to secure a future shipment of
steel. On the delivery date, Company D completely vanishes and refuses to supply the steel. What specific financial
remedy can Company C legally claim regarding the deposit?
ANSWER: Company C is legally entitled to recover its original 500 million VND deposit plus an additional penalty
payment of 500 million VND, unless they had agreed otherwise. According to Article 328(2) of Vietnam’s 2015 Civil
Code, if the party that received the deposit refuses to perform the contract, they must return the deposit to the depositor
and concurrently pay an amount equal to the value of the deposit (phạt cọc). It means that a deposit functions as a dual-
purpose security mechanism that binds both parties to their word; the law penalizes the defaulting recipient by forcing them
to pay a matching penalty out of their own pocket as a deterrent against sudden contract abandonment. Therefore, Company
C can legally demand a total of 1 billion VND from Company D.
Question 7: Under what specific statutory circumstances can a party legally demand a Court to force the modification
of an active contract under the doctrine of "Fundamental Change of Circumstances" (Thay đổi hoàn cảnh cơ bản)
under Article 420?
ANSWER: They can demand modification only if they satisfy 5 strict cumulative conditions: (1) the change occurred due to
objective reasons after contract execution; (2) the change was entirely unforeseeable; (3) the change is so vast it destroys the
contract's equilibrium; (4) performance would cause catastrophic loss to one party; and (5) the aggrieved party attempted to
renegotiate in good faith but was rejected. According to Article 420 of Vietnam’s 2015 Civil Code, only when all these
elements are simultaneously met can a party petition a Court to modify or terminate the deal. It means that the law
protects the strict sanctity of contracts (pacta sunt servanda) as a general rule, treating judicial intervention as an
extraordinary emergency safety valve. Therefore, proving all 5 conditions cumulatively is the mandatory statutory
requirement.
Question 8: Company J leaves its expensive delivery truck at a commercial repair shop owned by Company K. After
the repairs are done, Company J refuses to pay the repair invoice. Can Company K legally lock up the truck and
refuse to hand it back until Company J pays the bill?
ANSWER: Yes, Company K can legally retain the truck under the statutory right of lien. According to Article 346 of
Vietnam’s 2015 Civil Code, a lien over property (biện pháp cầm giữ tài sản) is a valid security measure whereby the obligee
who is lawfully holding an asset belonging to the obligor has the right to retain the asset if the obligor fails to perform
their due obligation. It means that the law grants an automatic, powerful self-help protective right to service providers and
bailees, allowing them to exert direct physical leverage over assets currently in their custody to compel deadbeat clients to
settle outstanding debts. Therefore, Company K’s refusal to return the truck is entirely lawful and does not constitute illegal
conversion.
Question 9: Explain the legal status and consequences of a "Simulated Civil Transaction" (Giao dịch dân sự giả tạo)
under Article 124.
ANSWER: A simulated transaction is completely void, and the law strips away the fake arrangement to look at the real
underlying deal. According to Article 124(1) of Vietnam’s 2015 Civil Code, when parties falsely establish a civil
transaction for the purpose of hiding another real transaction, the fake, simulated transaction is automatically null and void.
However, the hidden, genuine transaction remains subject to legal review and will be declared valid if it satisfies all regular
statutory validity conditions under the Code. It means that the law completely disregards smoke-and-mirror legal
arrangements designed to evade taxes or deceive creditors, forcing the parties to face the true legal reality of their actual
intentions. Therefore, the fake transaction has zero legal effect.
Question 10: If a contract is officially declared null and void by a competent Court, what is the mandatory restorative
legal remedy imposed on both parties regarding their performed actions?
ANSWER: The parties must execute complete mutual restitution to restore the original baseline status quo. According to
Article 131(2) of Vietnam’s 2015 Civil Code, when a civil transaction is void, the parties shall restore everything to its
original state and must return to each other whatever they have received from the transaction; if restitution cannot be made
in kind, it must be paid in money. It means that a void declaration operates retrospectively, completely wiping out the
contract from history as if it never existed; the law prohibits either party from retaining any unjust enrichment derived from
an invalid deal. Therefore, both parties have a mandatory reciprocal obligation to return all cash, goods, or titles
exchanged.
5. PROPERTY LAW (CIVIL CODE 2015 - PART I)
Question 1: Farmer T discovers a wild beehive filled with honey on a large, mature oak tree growing inside the
borders of neighbor G’s private land. Farmer T climbs the tree and harvests the honey. Who is the legal owner of the
harvested honey under the 2015 Civil Code?
ANSWER: Neighbor G is the legal owner of the honey. According to Article 107 and Article 221 of Vietnam’s 2015 Civil
Code, natural fruits and income (hoa lợi, lợi tức) derived from an asset belong fundamentally to the owner of that underlying
asset, unless there is a specific contract or statutory exception granting them to someone else. It means that since the oak
tree is an immovable property attached to land owned exclusively by Neighbor G, any naturally occurring products that
develop on that tree are legally treated as accessory components of G's property rights. Farmer T’s uninvited harvest
constitutes an conversion of natural fruits. Therefore, the honey belongs entirely to Neighbor G, and Farmer T must hand it
over.
Question 2: Mr. H purchases a registered sea-faring yacht from a seller who appeared to have physical control of it,
but who was actually a thief. Mr. H completes the payment and takes physical possession. Can the true owner of the
yacht legally sue Mr. H to reclaim the yacht if Mr. H acted in absolute good faith?
ANSWER: Yes, the true owner can legally reclaim the yacht from Mr. H. According to Article 167 and Article 168 of
Vietnam’s 2015 Civil Code, an owner has the absolute right to demand a bona fide purchaser (người chiếm hữu ngay
tình) to return an asset requiring ownership registration if that asset was originally stolen, lost, or mislaid against the true
owner's will. It means that the law prioritizes the protection of absolute title rights over commercial transaction security
when an asset is an item requiring registration (like ships or cars) and was lost involuntarily. Because a yacht is a registered
asset and was stolen from its owner, Mr. H’s good-faith status and payment cannot block the reclamation. Therefore, Mr. H
must return the yacht and look to sue the thief for contractual fraud damages.
Question 3: Distinguish between the legal concepts of "Sở hữu chung theo phần" (Joint Tenancy by Shares) and "Sở
hữu chung hợp nhất" (Common Undivisible Ownership) under the 2015 Civil Code.
ANSWER: The distinction lies in the mathematical identifiability of shares and the ease of unilateral disposal. According to
Articles 207, 210, and 213 of Vietnam’s 2015 Civil Code, in a joint tenancy by shares, each co-owner's specific share of the
property is explicitly determined and quantified (e.g., 30%), allowing them to sell it subject to a right of first refusal.
Conversely, in common undivisible ownership (such as matrimonial property between a husband and wife), the shares are
legally unquantified, blended, and unified, meaning that no single co-owner can point to or sell a specific slice of the asset
without the collective consent of all co-owners. It means that ownership by shares features clean, divided individual
portions, while unified ownership features a locked, single collective title. Therefore, their property rights function entirely
differently.
Question 4: Owner P has a land plot that is completely surrounded and voked by other land plots, leaving absolutely
zero physical path or access to a public road. Does Owner P have a legal right to force an adjacent neighbor to give
him a pathway?
ANSWER: Yes, Owner P possesses a statutory right to demand an easement of passage across adjacent land. According to
Article 254(1) of Vietnam’s 2015 Civil Code, an owner of an immovable property which is surrounded by the immovable
properties of other owners such that there is no exit to a public road has the statutory right to demand one of the owners of
the adjoining immovable properties to provide a reasonable passage to the public road. It means that public policy
overrides absolute property lines to prevent land from becoming economically useless or landlocked; however, Owner P must
compensate the neighbor for the loss of land utility under Article 254(3). Therefore, Owner P can legally compel the
neighbor to grant a pathway.
Question 5: A heavy, golden antique ring is found buried deep under the mud of a public park by an excavator
operator. No historical or cultural value is found. After 1 year of public notice by the authorities, the owner remains
completely unknown. How will ownership over the ring be legally resolved under Article 229?
ANSWER: Ownership will be split between the finder and the state budget according to a specific statutory mathematical
formula. According to Article 229(2)(b) of Vietnam’s 2015 Civil Code, if a found hidden asset of unknown ownership does
not exceed 10 months' base salary, it belongs entirely to the finder; if the value exceeds 10 months' base salary, the finder
receives ownership of a portion equal to 10 months' base salary plus 50% of the value exceeding that baseline, while the
remaining 50% value goes to the State budget. It means that the state does not confiscate ordinary hidden property entirely,
but applies a dual incentive-tax split for high-value discoveries. Therefore, the ring’s value will be split between the operator
and the state under this formula.
Question 6: Explain the powerful real property right known as "Quyền bề mặt" (Surface Rights) and its maximum
legal duration under the Civil Code.
ANSWER: Surface rights represent a distinct property interest that separates land ownership from the right to build above or
below it. According to Article 267 of Vietnam’s 2015 Civil Code, a surface right is the right of a subject to exploit and use
the surface of land, water, or space above and below ground under the land use rights of another person to construct projects
or plant trees. It means that a person can legally own a building or an orchard on land that belongs completely to someone
else. According to Article 269, the maximum duration of a surface right is strictly bound by and cannot exceed the
duration of the underlying land use right itself. Therefore, it is a limited real right that grants structure ownership without
land ownership.
Question 7: Contractor D is digging a deep basement for a new commercial tower. The massive excavation work
removes underground support, causing the structural walls of the old villa next door to crack and tilt dangerously.
What is Contractor D’s immediate legal duty under Article 174?
ANSWER: Contractor D has an immediate statutory duty to cease excavation, reinforce the neighbor's property, and
compensate for damages. According to Article 174 and Article 251 of Vietnam’s 2015 Civil Code, when constructing a
project, the owner or contractor must strictly comply with construction safety rules and is prohibited from endangering or
causing damage to adjoining immovable properties; if a risk arises, they must immediately install reinforcements and halt
work. It means that property rights are legally restricted by the neighborly duty of safety; you cannot use your land to
physically destroy a neighbor’s house. Therefore, Contractor D must immediately pause operations and deploy engineering
safeguards to secure the villa.
Question 8: Can a person who possesses a house without any legal basis (such as squatting or occupying a deserted
property) ever elevate their status to become the absolute, lawful owner of that house under the 2015 Civil Code?
ANSWER: Yes, they can become the owner through the doctrine of adverse possession once a 30-year timeline is satisfied.
According to Article 236 of Vietnam’s 2015 Civil Code, a person who possesses a property without a legal basis but in
good faith, continuously, and overtly for a period of 30 years for immovable property, shall become the lawful owner of
such property. It means that the law values long-term stability and the productive use of resources over abandoned titles; if a
true owner sleeps on their rights for 30 years while an open, peaceful possessor maintains the real estate, the law rewards the
possessor with full title. Therefore, satisfying these strict conditions for 30 years elevates their status to legal ownership.
Question 9: If a flock of domestic ducks escapes from a farm during a storm and swims into a public lake, can a
passing fisherman legally catch them and slaughter them immediately for personal consumption?
ANSWER: No, the fisherman cannot legally slaughter them immediately; they must follow the stray livestock notification
procedures. According to Article 231 of Vietnam’s 2015 Civil Code, a person who captures stray domestic livestock must
feed them, care for them, and immediately notify the local People's Committee to make a public announcement for the true
owner to reclaim them. The catcher only acquires legal ownership over the animals if no owner claims them within 6
months from the announcement date. It means that immediate slaughter constitutes an unlawful destruction of another
person's property and triggers tort liability. Therefore, the fisherman must preserve the ducks and notify the local authorities.
Question 10: Company V buys a piece of land from Company U. The sale contract is signed on October 1, the
payment is completed on October 5, but the title deed registration at the state land registry office is completed on
October 25. At what exact moment is ownership legally transferred?
ANSWER: Ownership is legally transferred on October 25, the moment of state registration. According to Article 161(2) of
Vietnam’s 2015 Civil Code and the Land Law, where the law requires the registration of ownership or rights for property,
the ownership right is formally transferred from the moment the registration procedures are completed in the official
land register database. It means that contractual agreements and financial payments only establish personal obligations
between the parties; the real property right (in rem) is only birthed when the state updates its public records. Therefore,
October 25 is the exact legal moment of ownership transfer.
6. EMPLOYMENT LAW (LUẬT LAO ĐỘNG 2019)
Question 1: Company K hires an accountant under a standard 12-month fixed-term contract. The contract states that
the employee must serve a probationary period of 3 months before being officially hired. Is this probationary period
duration lawful?
ANSWER: No, this probationary duration is unlawful because it exceeds the maximum statutory cap for this contract type.
According to Article 25 of Vietnam’s 2019 Labor Code, the probationary period for positions requiring a college or
university degree or professional qualifications is capped at a maximum of 60 days. It means that the law sets hard, non-
negotiable temporal boundaries on probation to prevent corporate management from exploiting new hires under reduced
probationary salaries for an extended period. A 3-month probation period translates to roughly 90 days, which flagrantly
breaches the 60-day legal ceiling. Therefore, the 3-month clause is invalid, and the company can be administratively fined.
Question 2: Under what specific statutory circumstances can an employer legally bypass the requirement to sign a
written labor contract and instead conclude an oral or verbal labor contract (Hợp đồng lao động bằng lời nói)?
ANSWER: They can conclude an oral contract only for temporary tasks with a duration of under 1 month, subject to explicit
exclusions. According to Article 14(2) of Vietnam’s 2019 Labor Code, the parties may conclude a verbal labor contract for
contracts with a duration of under 1 month, except when hiring minor workers under 15 or domestic workers. It means
that the law enforces a mandatory written form rule for all long-term employment relationships to secure transparency and
concrete evidence of worker rights, limiting the informality of oral deals exclusively to ultra-short, temporary tasks.
Therefore, a contract duration of less than 30 days is the mandatory prerequisite for a valid oral contract.
Question 3: Employee X works under an active 2-year fixed-term labor contract. He wants to resign to take up a
better job offer. Does Employee X need to prove a valid personal reason (such as illness or family relocation) to legally
execute a unilateral termination?
ANSWER: No, Employee X does not need to prove any reason to resign. According to Article 35(1) of Vietnam’s 2019
Labor Code, an employee has the absolute legal right to unilaterally terminate their labor contract without needing to
provide any reason, provided that they fulfill the mandatory advance notice period (which is at least 30 days for a fixed-
term contract of 1 to 3 years). It means that the 2019 Code has completely abolished the old requirement of showing cause
for resignation, establishing absolute freedom of labor for workers. Therefore, as long as Employee X submits his written
notice 30 days in advance, his unilateral termination is perfectly lawful without needing to justify his reasons.
Question 4: A factory experiences a sudden drop in customer orders. The factory manager unilaterally cuts the
monthly salary of all assembly line workers by 20% to cut corporate costs, citing the internal labor rules which allow
"salary adjustments based on company performance." Is this salary cut lawful?
ANSWER: No, this salary cut is completely unlawful. According to Article 21 and Article 33 of Vietnam’s 2019 Labor
Code, wage rates are a mandatory core element of a labor contract and can only be modified if both parties mutually agree
through the formal signing of a contract amendment (phụ lục hợp đồng). It means that an employer cannot utilize
internal rules or unilateral management power to bypass contracts and slash a worker's livelihood, as contracts are protected
from arbitrary corporate clawbacks. Therefore, the manager’s unilateral wage cut directly violates the law and constitutes a
severe breach of contract.
Question 5: Security Guard J is caught drinking alcohol and gambling inside the company’s server room during his
night shift. The company manager immediately fires him on the spot the next morning. Has the company executed a
legally valid dismissal?
ANSWER: No, the dismissal is procedurally invalid, even though the grounds for dismissal are substantively valid.
According to Article 122 and Article 125 of Vietnam’s 2019 Labor Code, while gambling and drinking at the workplace
are valid grounds for summary dismissal (sa thái), the employer must mandatory follow a strict statutory disciplinary
procedure: they must invite the trade union, ensure the presence of the employee, and compile formal meeting minutes. It
means that the law prohibits "on-the-spot" firings, forcing companies to respect due process and procedural transparency
before stripping a worker of their job. Therefore, by firing Guard J instantly without a formal disciplinary hearing, the
dismissal is unlawful and void.
Question 6: Distinguish between the legal concepts of "Severance Allowance" (Trợ cấp thôi việc) and "Job-Loss
Allowance" (Trợ cấp mất việc làm) regarding their specific triggering events under the 2019 Labor Code.
ANSWER: The distinction lies entirely in the underlying cause of the contract termination. According to Article 46 and
Article 47 of Vietnam’s 2019 Labor Code, a Severance Allowance is triggered during normal contract endings, such as
contract expiration or mutual agreement, and is paid at a rate of half a month's salary for each year of service. Conversely,
a Job-Loss Allowance is triggered by large-scale structural disruptions, specifically corporate restructuring, technological
changes, or corporate mergers that eliminate jobs, and is paid at a rate of one month's salary for each year of service. It
means that severance addresses individual exits, while job-loss addresses structural redundancy. Therefore, their statutory
triggers are entirely distinct.
Question 7: Company N employs 12 workers. The director writes a comprehensive 5-page list of Internal Labor Rules
(Nội quy lao động) and pins it to the bulletin board. He does not register it with the state labor authority because he
considers the firm too small. Are these rules legally binding?
ANSWER: No, these rules are not legally binding because the company failed to perform mandatory administrative
registration. According to Article 119(1) of Vietnam’s 2019 Labor Code, any employer who employs 10 or more
employees must mandatory formulate written internal labor rules and register them with the state labor authority. It
means that state registration is an absolute validity condition for firms with 10+ workers, allowing regulators to audit the
corporate rules to ensure management does not slip illegal punishments into their internal policies. Because Company N has
12 workers, they cannot escape this requirement. Therefore, the unregistered rules have zero legal effect for enforcing
official discipline.
Question 8: An enterprise requires its factory workers to perform an extra 4 hours of overtime every day during a
peak production week. Normal working hours are 8 hours a day. Does this daily overtime duration satisfy the law?
ANSWER: No, this daily overtime duration violates the statutory daily cap. According to Article 107(2)(b) of Vietnam’s
2019 Labor Code, an employer must ensure that the number of overtime working hours of an employee must not exceed
50% of the normal working hours in a single day. It means that for a standard 8-hour shift, the absolute maximum legal
overtime permitted per day is strictly capped at 4 hours. However, the law further requires that total monthly and annual caps
are maintained, and the employee must give genuine voluntary consent. If the combination of hours pushes past these caps or
risks health, it is abusive. Therefore, while 4 hours is exactly 50% of 8 hours, it sits at the absolute legal cliff; any minute
over 4 hours constitutes a direct statutory violation.
Question 9: Can an employer legally execute a summary dismissal against a female employee because she has been
absent from work for 10 consecutive working days due to complications arising from her pregnancy?
ANSWER: No, the employer is strictly prohibited from dismissing her. According to Article 37(3) and Article 137(3) of
Vietnam’s 2019 Labor Code, an employer is strictly forbidden from unilaterally terminating a labor contract or
dismissing an employee on the grounds of pregnancy or maternity leave. It means that maternal protection operates as
an absolute public policy shield that overrides ordinary corporate attendance policies; medical complications from pregnancy
constitute a fully acceptable justification that blocks disciplinary actions. Therefore, any dismissal executed under these
circumstances is completely unlawful, void, and subjects the company to heavy financial compensation damages.
Question 10: Employee G catches a serious illness and is hospitalized for 4 consecutive working days. He is too weak
to call the manager and does not send any notification. On the fifth day, he returns with a hospital stamp certificate.
Can the company fire him for unexcused absence?
ANSWER: No, the company cannot fire him because he has acceptable justification and has not crossed the statutory time
threshold. According to Article 36(1)(e) of Vietnam’s 2019 Labor Code, an employer can only terminate a contract
immediately without notice if the employee is absent from work without acceptable reasons for at least 5 consecutive
working days. It means that the law requires a full 5-day continuous block of completely unexcused, unjustified absence
before triggering immediate termination. In this case, Employee G was only absent for 4 days, and his hospitalization
provides an objective, acceptable medical reason backed by a certificate. Therefore, a dismissal executed against him would
be completely unlawful under the Code.
1. COMMERCIAL LAW (LUẬT THƯƠNG MẠI 2005 / CISG 1980)
Scenario 1: On October 1, Manufacturer A sends an offer to sell 500 tons of steel to Construction Company
B, stating that the price is USD 800 per ton and the offer is valid until October 15. On October 10, due to a
sudden spike in global steel prices, Manufacturer A sends a fax to Company B revoking the offer. Company
B receives the fax at 11:00 AM on October 10. However, at 2:00 PM on the same day, Company B sends an
official letter accepting the offer.
(a) Is the contract legally formed under the CISG 1980?
ANSWER: No, the contract is not legally formed because the offer was effectively revoked before acceptance.
According to Article 16(1) of the CISG 1980, an offer may be revoked if the revocation reaches the offeree
before he has dispatched an acceptance. It means that although the offer specified a validity period, under the
strict interpretation of CISG Article 16(1), an offer is not automatically irrevocable unless it states explicitly that it
is irrevocable or if the offeree reasonably relied on it as being irrevocable; since the revocation notice physically
reached the offeree at 11:00 AM, it successfully terminated the offer's legal existence. In this situation, Company
B dispatched its acceptance at 2:00 PM, which was 3 hours after receiving the revocation. Therefore, Company
B’s subsequent reply has no legal offer to bind, and no contract was formed.
(b) How would the legal outcome change if Company B had already signed a resale contract with a third party on
October 5 based on A's offer?
ANSWER: The offer might be deemed irrevocable based on reasonable reliance. According to Article 16(2)(b) of
the CISG 1980, an offer cannot be revoked if it was reasonable for the offeree to rely on the offer as being
irrevocable and the offeree has acted in reliance on the offer. It means that the law protects good-faith
commercial actors from suffering severe financial exposure due to a sudden withdrawal of a promise that they
reasonably assumed was stable enough to anchor subsequent deals. In this case, Company B’s act of binding itself
to a third party before the revocation arrived satisfies the reliance test. Therefore, the offer would be legally
locked, Manufacturer A's revocation would be void, and Company B's acceptance at 2:00 PM would successfully
form a valid contract.
Scenario 2: Company X (Vietnam) enters into a contract to import a production line from Company Y
(Germany) for USD 2 million, governed by the 2005 Law on Commerce. The contract includes a clause
stating: "In case of any delayed payment, the buyer shall pay a penalty of 1% of the delayed amount for
each week of delay, up to a maximum of 12% of the total contract value." Company X delays payment for 4
months.
(a) Can Company Y legally enforce the full 12% penalty?
ANSWER: No, Company Y cannot legally enforce the full 12% penalty; it is legally void to the extent that it
exceeds the statutory cap. According to Article 301 of Vietnam’s 2005 Law on Commerce, the parties may
agree on a penalty for breach, but the maximum penalty rate must not exceed 8% of the value of the breached
contractual obligation. It means that while the law respects freedom of contract, it places a mandatory public
policy ceiling on penalties to prevent punitive extortion and maintain commercial fairness between trading entities.
In this case, the contractually agreed cap of 12% directly violates the mandatory 8% statutory limit. Therefore,
the clause is invalid for the portion exceeding 8%, and the maximum penalty Company Y can legally enforce is
capped strictly at 8% of the delayed obligation value.
(b) Can Company Y concurrently claim damages for the delay alongside the statutory penalty?
ANSWER: Yes, Company Y can concurrently claim both remedies because they are integrated into the contract.
According to Article 307(2) of Vietnam’s 2005 Law on Commerce, where the parties have explicitly agreed
upon a penalty for breach, the aggrieved party has the statutory right to apply both penalty and compensatory
damages, unless otherwise agreed. It means that the law allows the penalty to serve as a fixed enforcement
deterrent while allowing compensatory damages to cover the actual, proven financial losses that exceed or run
parallel to that penalty amount. Therefore, Company Y can legally demand the 8% penalty and simultaneously
sue for extra damages, provided they can clearly prove actual financial losses stemming from the 4-month payment
delay.
Scenario 3: Company M agrees to sell a batch of seasonal fashion clothes to Retailer N, with delivery
specified on September 1. On August 15, Company M delivers the entire batch to Retailer N’s warehouse
without prior notice. Retailer N refuses to take delivery, stating that their warehouse is fully packed with
summer inventory.
(a) Is Retailer N’s refusal to take early delivery lawful?
ANSWER: Yes, Retailer N’s refusal is perfectly lawful under commercial law. According to Article 37(3) of
Vietnam’s 2005 Law on Commerce and Article 52(1) of the CISG 1980, if the seller delivers the goods before
the date fixed, the buyer has the statutory right to either accept delivery or refuse to take delivery. It means that
the law protects the buyer’s logistical, warehousing, and financial arrangements from being unilaterally disrupted
by an unexpected early arrival of goods, as the buyer may not have the capacity or funds ready to receive them. In
this scenario, Retailer N is fully within their legal rights to reject the premature delivery. Therefore, Retailer N
cannot be held liable for breach, and Company M must redeliver the goods on the exact contract date.
(b) What legal obligation does Retailer N have regarding the physical goods if they are dropped off at his facility
anyway?
ANSWER: Retailer N has a mandatory statutory duty to preserve the goods on behalf of the seller. According to
Article 276 of Vietnam’s 2005 Law on Commerce and Article 86(1) of the CISG 1980, if a buyer intends to
reject goods received at their destination, they must take reasonable steps to preserve them at the seller's
expense. It means that a lawful rejection does not grant the buyer the right to maliciously abandon, neglect, or
expose the goods to damage, as they must behave as a responsible commercial custodian. Therefore, Retailer N
must temporarily store the clothes safely, and they are legally entitled to demand Company M to reimburse them
for all arising warehousing costs before handing them back.
Scenario 4: A severe earthquake destroys a major component manufacturing facility, preventing Supplier S
from delivering specialized marine engines to Boatbuilder T on time under a contract governed by the 2005
Law on Commerce.
(a) Distinguish between the legal consequences of "Exemption from liability" and "Suspension of performance" for
Supplier S under this force majeure event.
ANSWER: The distinction lies fundamentally in the elimination of breach consequences versus the temporary
halting of active timelines. According to Articles 294 and 296 of Vietnam's 2005 Law on Commerce, an
exemption from liability means Supplier S is completely released from paying compensatory damages or
contractual penalties caused directly by the earthquake. In contrast, a suspension temporarily halts the execution
of obligations, meaning the contract remains alive and the delivery timeline is extended by a duration equal to
the force majeure duration plus necessary restart time. It means that exemption erases the financial sanctions of a
breach, whereas suspension adjusts the active timeline of performance without canceling the underlying deal.
Therefore, they target entirely different legal dimensions of the transaction.
(b) What must Supplier S do procedurally to secure these legal protections?
ANSWER: Supplier S must immediately execute mandatory notification and verification procedures. According
to Article 295 of Vietnam’s 2005 Law on Commerce, the party invoking a force majeure event must notify the
other party in writing immediately of the event and its implications, and subsequently provide appropriate
documents proving the event within a reasonable timeframe. It means that an objective impediment does not
grant an automatic, silent pass; procedural transparency is mandatory to allow the aggrieved party to mitigate their
own downstream commercial losses. Therefore, if Supplier S fails to send written notices and local authority
certificates promptly, they forfeit their statutory right to claim liability exemption.
Scenario 5: Company P agrees to manufacture 10,000 customized corporate gifts for Company Q. Upon
delivery, Company Q discovers that 500 gifts have misprinted logos. Company Q immediately cancels the
entire contract, refuses to pay, and demands full compensation.
(a) Is Company Q’s immediate total cancellation of the contract lawful?
ANSWER: No, Company Q’s immediate cancellation is unlawful because the breach does not constitute a
fundamental breach. According to Article 312 of Vietnam’s 2005 Law on Commerce, a party can only cancel a
contract if a fundamental breach has occurred or if the other party fails to perform within an additional
reasonable period. It means that since 9,500 gifts were perfectly printed, the defect in 5% of the delivery does not
substantially deprive Company Q of what they were entitled to expect from the entire deal, making it a non-
fundamental breach that requires a mandatory cure period. In this situation, Company Q failed to grant Company
P a statutory opportunity to remedy the defect. Therefore, Company Q’s unilateral cancellation is invalid and
constitutes a breach of contract on their part.
(b) What alternative legal remedies should Company Q have pursued instead of immediate total cancellation?
ANSWER: Company Q should have invoked non-termination remedies to correct the specific non-conformity.
According to Articles 297 and 317 of Vietnam’s 2005 Law on Commerce, the aggrieved party should demand
the remedying of defects, substitute performance, or a proportional price reduction. It means that the law
forces commercial actors to prioritize contract preservation over absolute destruction for minor errors; Company Q
should have ordered Company P to reprint the 500 defective gifts within a reasonable deadline. Therefore,
Company Q should have withheld payment strictly for the 500 defective items while accepting and paying for the
9,500 perfect units, preserving the core transaction.
Scenario 6: Farmer G enters into a contract to sell 100 tons of fresh watermelons to Supermarket H, with
delivery on April 20. On April 18, a massive hailstone storm destroys G’s farm. Farmer G calls
Supermarket H to notify them but fails to send any official written documents or local authority certificates
verifying the storm.
(a) Can Farmer G successfully claim liability exemption based on his phone call?
ANSWER: No, Farmer G cannot successfully claim liability exemption due to procedural non-compliance.
According to Article 295 of Vietnam’s 2005 Law on Commerce, the party invoking a force majeure event must
notify the other party in writing immediately and provide appropriate documents proving the event within a
reasonable timeframe. It means that while a force majeure event objectively removes legal fault, the law imposes
a strict procedural duty of notification and verification to prevent fraudulent excuses and allow the aggrieved party
to seek alternative commercial covers. In this case, Farmer G’s verbal phone call lacked the mandatory written
evidence required by law. Therefore, due to the failure to fulfill the statutory notification procedures, Farmer G
cannot be exempted from liability.
(b) If Supermarket H has to buy watermelons from another source at a higher price due to G's non-delivery, what
can they claim?
ANSWER: Supermarket H can claim full compensatory damages covering the price differential. According to
Article 302 of Vietnam’s 2005 Law on Commerce, compensatory damages cover the value of actual and direct
losses arising from the breach of contract. It means that because Farmer G’s exemption failed procedurally, he is
in full legal default, and the law seeks to place the innocent buyer in the exact financial position they would have
been in had the contract been performed. Therefore, Supermarket H can legally force Farmer G to pay the entire
financial difference between the original contract price and the market price they paid for the emergency substitute
watermelons.
Scenario 7: Distributor K orders 50 units of high-end laptops from Manufacturer L. Upon delivery, K
inspects the laptops and finds that they use an outdated processor instead of the latest generation specified.
K says nothing, stores the laptops in his facility, and lists them for sale on his website. 7 months later, having
failed to sell them, K sues L for delivering non-conforming goods.
(a) Will the Court accept K's claim regarding the quality non-conformity?
ANSWER: No, the Court will reject K's claim because K has forfeited his statutory right to complain. According
to Article 318 of Vietnam’s 2005 Law on Commerce, the mandatory statutory limitation period for lodging
complaints regarding the quality of delivered goods is 6 months from the date of delivery. It means that the law
establishes a strict timeframe for buyers to inspect and notify defects to maintain commercial certainty; failure to
complain within this statutory window results in the absolute forfeiture of the right to invoke remedies for that
specific breach. In this case, K waited 7 months while actively treating the goods as his own by listing them for
sale. Therefore, K has completely blown past the 6-month statutory deadline and loses his right to sue for quality
non-conformity.
(b) How does this 6-month complaint limitation window differ from the overall statute of limitations for filing an
actual lawsuit in Court?
ANSWER: The complaint window is a prerequisite milestone, whereas the lawsuit limitation governs the judicial
access window. According to Article 319 of Vietnam’s 2005 Law on Commerce, the overall statute of
limitations for initiating legal action in Court for commercial disputes is 2 years from the date on which the
legitimate rights were infringed. It means that a party has 2 years to bring a case to a judge, but for quality
issues, that lawsuit is legally dead on arrival unless a formal commercial complaint was first lodged within the
initial 6-month window under Article 318. Therefore, they are sequential legal hurdles, and missing the 6-month
internal complaint window permanently destroys the substantive grounds for the 2-year lawsuit.
Scenario 8: Company E hires Commercial Broker F to find a buyer for their commercial real estate project
for a 2% commission. Broker F introduces Investor J, coordinates strategic meetings, and drafts the
preliminary term sheet. Right before the official contract signing, Company E and Investor J secretly meet
and sign the contract directly to bypass Broker F.
(a) Can Broker F legally demand his commission fee under the 2005 Law on Commerce?
ANSWER: Yes, Broker F can legally demand his brokerage fee because his actions directly led to the transaction.
According to Article 153 of Vietnam's 2005 Law on Commerce, a commercial broker is entitled to receive their
brokerage fee from the moment the principals conclude a contract that was directly brought about by the broker’s
specific intermediary activities. It means that the law protects brokers from bad-faith circumvention by clients
who exploit the broker's informational work and then cut them out to save costs; the legal entitlement is anchored
to the causal link between the broker's work and the final deal. In this scenario, Broker F was the sole procuring
cause of the relationship. Therefore, Company E cannot escape its statutory obligation and must pay Broker F the
agreed fee.
(b) Who is legally responsible for paying Broker F's expenses if the contract between E and J had collapsed and
was never signed?
ANSWER: Company E is solely responsible for paying Broker F’s reasonable operational expenses. According to
Article 153 of Vietnam’s 2005 Law on Commerce, unless otherwise agreed, where a commercial brokerage
relationship does not result in the signing of a contract between the principals, the broker is still entitled to have
their reasonable expenses reimbursed by the hiring party. It means that the law allocates the baseline
operational risk of a failed deal to the principal who commissioned the service, ensuring the broker does not suffer
out-of-pocket losses for performing requested legwork. Therefore, even if Investor J walked away, Company E
must legally pay for Broker F’s documented travel and administrative costs.
Scenario 9: Company C breaks its contract to supply specialized microchips to Company D. Company D,
furious at the breach, leaves its manufacturing plant completely non-operational for three weeks, leading to
an extra USD 100,000 in lost profits. Company D could have easily bought substitute microchips from an
alternative supplier down the street within 2 days but chose not to.
(a) Can Company D recover the full USD 100,000 from Company C?
ANSWER: No, Company D cannot recover the full value of the lost profits because they failed to fulfill their
mandatory duty to mitigate losses. According to Article 305 of Vietnam's 2005 Law on Commerce and Article
77 of the CISG 1980, a party who invokes a breach of contract must take all reasonable measures to mitigate the
loss resulting from the breach; if they fail to take such measures, the breaching party may claim a reduction in the
damages. It means that the law prohibits an aggrieved party from passively accumulating avoidable damages out
of negligence or spite, forcing them to behave as a reasonable commercial actor. In this case, Company D’s choice
to leave the factory idle instead of buying nearby substitutes violates this rule. Therefore, Company D’s claim will
be legally slashed to cover only the unavoidable 2-day delay.
(b) Who bears the evidentiary burden of proving whether Company D failed to mitigate its losses?
ANSWER: The breaching party, Company C, bears the absolute burden of proof. According to general
commercial dispute principles and Article 305, the party alleging a failure to mitigate must affirmatively
demonstrate that reasonable alternative measures were readily available and that the aggrieved party
deliberately or negligently ignored them. It means that the law presumes the innocent party's damages are valid
until the contract breaker actively disproves them by presenting concrete market evidence of alternative solutions.
Therefore, Company C must produce clear evidence showing that the alternative microchip supplier down the
street had identical stock ready for immediate delivery to successfully reduce the damages.
Scenario 10: Logistics Company V is hired to transport a cargo of fine wine for Winery W. During transit,
an armed gang blocks the highway, holds the driver at gunpoint, and steals the entire truck and cargo.
Company V claims force majeure exemption.
(a) Is Logistics Company V liable for the lost cargo under the 2005 Law on Commerce?
ANSWER: No, Logistics Company V is not liable because the armed robbery qualifies as a statutory force majeure
exemption. According to Article 294(1)(a) of Vietnam's 2005 Law on Commerce, a party is completely
exempted from liability for a breach of contract if the breach is caused entirely by an event of force majeure. It
means that when a breach is caused by an objective, entirely unforeseeable, and absolutely unavoidable
external impediment that cannot be overcome despite utilizing all reasonable modern professional security
measures, the law removes the element of fault. In this scenario, the targeted highway armed robbery satisfies all
legal criteria of an unavoidable external impediment. Therefore, Company V is legally exempted from
compensating Winery W for the stolen cargo.
(b) What happens to Winery W's contractual obligation to pay the transportation fee to Logistics Company V for
this stolen cargo?
ANSWER: Winery W's obligation to pay the transportation fee is legally extinguished. According to general
bilateral contract principles under the Law on Commerce, an enterprise cannot collect service fees for an
obligation that was never fulfilled, even if the failure was entirely blameless due to force majeure. It means that
while force majeure protects the logistics firm from paying damages, it does not allow them to enrich themselves
by charging for an undelivered result; the commercial risk of the work itself is wiped clean for both sides.
Therefore, Logistics Company V forfeits its right to collect the freight fee, and any advance payment made by
Winery W must be fully refunded.
Follow-back question 1: What happens to the allocation of risk if the buyer delays taking delivery of goods?
Follow-back question 2: Under what narrow circumstances does an additional term in an acceptance letter NOT
result in a rejection under the CISG?
2. COMPETITION LAW (LUẬT CẠNH TRANH 2018)
Scenario 1: Four major domestic airlines control a combined market share of 85% in Vietnam. Due to
rising fuel costs, their CEOs meet privately and sign an agreement to simultaneously implement a
mandatory "fuel surcharge fee" of 200,000 VND on every economy ticket. They argue that this agreement
does not restrict competition because it represents a necessary economic reaction to survive.
(a) Is this price-fixing agreement lawful under the 2018 Competition Law?
ANSWER: No, this agreement is strictly illegal per se and cannot be justified by economic survival. According to
Article 12(1) of Vietnam's 2018 Competition Law, horizontal agreements to directly or indirectly fix the price of
goods or services among enterprises on the same relevant market are strictly prohibited under all
circumstances. It means that the law treats horizontal price-fixing cartels as an absolute, toxic threat to consumer
welfare and market mechanics, applying a rigid rule of automatic invalidity (per se illegality) without allowing
any defense of economic necessity or efficiency. In this case, because the airlines operate on the same market
level, their pricing pact is an unpardonable horizontal restriction. Therefore, the agreement is automatically
unlawful and subjects the firms to massive administrative fines.
(b) What is the maximum administrative monetary penalty that the National Competition Commission (NCC) can
impose on these airlines?
ANSWER: The NCC can impose an administrative fine of up to 10% of the enterprise's total revenue. According
to Article 111 of Vietnam’s 2018 Competition Law, the maximum fine for an anti-competitive agreement
violation is up to 10% of the total revenue of the violating enterprise in the relevant market in the financial year
preceding the year of violation. It means that the law intentionally utilizes structural revenue-based metrics rather
than fixed statutory caps to ensure that antitrust sanctions are severely punitive and economically meaningful
enough to wipe out any illicit financial gains pocketed by multi-billion-dollar corporate cartels. Therefore, each
airline faces an enormous financial penalty calculated directly from its corporate top-line turnover.
Scenario 2: E-Commerce Platform Z holds a dominant market share of 42% in Vietnam's online retail
sector. To crush a rising rival platform, Z updates its terms of service, stating that any merchant who lists
their products on the rival platform will be permanently banned from selling on Platform Z. Several major
brands pull out from the rival platform.
(a) Has Platform Z committed an antitrust violation?
ANSWER: Yes, Platform Z has committed the violation of abusing a dominant market position through vertical
market foreclosure. According to Article 24 and Article 27 of Vietnam’s 2018 Competition Law, an enterprise
with a market share of 30% or more is legally recognized as holding a dominant market position, and such
enterprises are strictly prohibited from preventing other enterprises from accessing the market or imposing anti-
competitive exclusive dealing terms. It means that dominance strips a firm of absolute commercial freedom; it has
a special legal duty not to weaponize its market muscle to choke off distribution channels or starve rivals. By
imposing an absolute anti-rival exclusivity lock, Platform Z has breached this duty. Therefore, Platform Z is liable
for an unlawful abuse of dominance.
(b) What legal recourse do the affected merchants or the rival platform have against Platform Z?
ANSWER: They have the statutory right to file a formal antitrust complaint and seek civil tort damages.
According to Article 77 of Vietnam’s 2018 Competition Law and the Civil Code, any individual or
organization that suffers direct economic injury from an anti-competitive practice can lodge a formal
investigation application with the NCC and subsequently file a civil lawsuit for full damages. It means that
competition law provides an active shield for market participants, transforming regulatory breaches into actionable
private tort claims to compensate victims for lost profits and business disruption. Therefore, both the merchants
and the rival platform can legally force Platform Z into an NCC investigation and a judicial damages claim.
Scenario 3: Two international electronics giants decide to merge their operations in Vietnam. Their
combined global revenue is USD 5 billion, but their combined assets within Vietnam are valued at 5,500
billion VND. They complete the transaction without filing any paperwork with the Vietnamese government,
believing their local size is minor.
(a) Is this merger approach legally compliant under Vietnamese law?
ANSWER: No, this approach is non-compliant and constitutes an illegal economic concentration. According to
Article 33 of Vietnam’s 2018 Competition Law and the mandatory thresholds under Resolution 66.18/2026, an
economic concentration transaction must be officially notified to the National Competition Commission (NCC)
prior to execution if the total assets of the entities in Vietnam exceed 5,000 billion VND. It means that the law
establishes a strict, mandatory pre-merger notification regime based on structural financial triggers to allow the
state to perform preventive antitrust vetting before entities combine operations. Because the firms' local assets
reached 5,500 billion VND, they cleared the statutory notification trigger. Therefore, executing the merger
without prior NCC notification is a direct legal violation.
(b) What structural or behavioral remedies can the NCC enforce if they later find this merger severely restricts
competition?
ANSWER: The NCC possesses the absolute statutory authority to order a corporate dissolution or asset divestiture.
According to Article 34 and Article 42 of Vietnam’s 2018 Competition Law, if an unnotified economic
concentration significantly restricts competition, the NCC can order the enterprises to split, demerge, or sell off a
portion of their assets within a strict deadline. It means that the state retains structural sovereignty over the
composition of the domestic market, refusing to allow illegal transactions to stand as a fait accompli; the NCC can
legally unscramble the egg by forcing the global giants to completely separate their localized Vietnamese corporate
operations.
Scenario 4: Company A launches a nationwide marketing campaign for its new energy drink, stating:
"Unlike Company B's energy drink, which contains industrial chemicals that cause insomnia and kidney
issues, our drink is 100% natural and safe." Company B proves that its drink is fully certified and chemical-
free.
(a) What specific violation has Company A committed under the 2018 Competition Law?
ANSWER: This act is classified as an Unfair Competitive Practice, specifically the act of defaming a competitor.
According to Article 45(3) of Vietnam’s 2018 Competition Law, enterprises are strictly prohibited from
performing unfair competitive practices, which explicitly includes providing untruthful information about a
competitor to damage their prestige, financial status, or business activities. It means that competition law steps
outside of structural monopoly tracking to police market ethics, banning predatory behavioral tactics that distort
consumer perception through malicious falsehoods rather than genuine product merit. Company A’s marketing
campaign directly fits this statutory prohibition. Therefore, Company A has committed an unlawful act of unfair
competition under Article 45.
(b) How does the regulatory enforcement procedure for this unfair competition act differ from the procedure for
checking a cartel or merger?
ANSWER: Unfair competition is resolved via simplified behavioral policing rather than structural macroeconomic
market assessment. According to the procedural rules of the 2018 Competition Law, while cartels and
economic concentrations require extensive econometric tracking of "relevant markets" and "competition restraint
impacts," unfair practices under Article 45 only require proof of the untruthful, malicious behavioral act itself
and its direct unfair intent. It means that the NCC functions as a swift disciplinary board for business ethics in
these cases, bypassing long-term monopoly market definition tests to issue direct cease-and-desist orders and
administrative fines to halt the commercial defamation immediately.
Scenario 5: Three leading fertilizer distributors control 70% of the market. They agree to split the country
into three distinct, exclusive geographic zones: Company X will only sell in the North, Company Y in the
Center, and Company Z in the South. They argue this optimizes logistics costs.
(a) Is this market-sharing arrangement legally permissible?
ANSWER: No, this arrangement is strictly prohibited as an anti-competitive market sharing agreement. According
to Article 12(1) of Vietnam’s 2018 Competition Law, horizontal agreements among competitors to divide sales
markets, sources of supply, or customers are strictly banned because they eliminate direct geographical
competition. It means that by carving up the territory, the firms create artificial localized monopolies, stripping
farmers in each region of the right to choose alternative suppliers and compare prices, which destroys intra-brand
competition. In this situation, their logistical efficiency argument cannot override the per se prohibition.
Therefore, the market-sharing agreement is completely illegal and void.
(b) Under what narrow statutory condition could a market-sharing agreement theoretically apply for an exemption?
ANSWER: An exemption can only be considered if the agreement targets a vertical supply chain or triggers
extraordinary macroeconomic efficiencies under Article 14. According to Article 14 of Vietnam’s 2018
Competition Law, agreements that technically restrict competition may be exempted for a specified period only if
they promote technical progress, lower costs, or boost national export competitiveness, and most crucially,
ensure that consumers receive a fair share of the resulting benefit. It means that a horizontal cartel cannot simply
claim "we save delivery costs" to get a pass; they must prove to the NCC via rigorous data that the agreement
directly creates a brand-new, advanced agricultural infrastructure that benefits farmers, failing which no exemption
will ever be legally granted.
Scenario 6: Ride-Hailing Company M enters the Vietnamese market. To eliminate local taxi co-ops,
Company M uses its massive venture capital backing to offer rides at prices that are 40% below their actual
per-kilometer operational cost. They sustain this strategy for 18 consecutive months, forcing three local taxi
firms into bankruptcy.
(a) Is Company M's pricing strategy lawful?
ANSWER: No, this is an illegal practice known as predatory pricing. According to Article 27 and Article 45(6)
of Vietnam’s 2018 Competition Law, enterprises—especially those holding market power—are strictly
prohibited from selling goods or services below their aggregate cost price where the objective or effect is to
eliminate a competitor. It means that while the law highly encourages aggressive price drops, it draws a
mandatory line against non-viable, artificial loss-making designs engineered as a weapon to starve out financially
weaker rivals who cannot survive a prolonged, artificial price war. Company M’s deep, sustained below-cost
pricing satisfies all elements of predatory behavior. Therefore, this strategy is a flagrant antitrust violation.
(b) How does the NCC determine the "aggregate cost price" to legally prove a predatory pricing claim?
ANSWER: The NCC utilizes comprehensive corporate audit methodologies tracking variable and fixed structural
expenditures. According to regulatory guidelines under the Competition Law, the cost baseline is calculated by
evaluating the Average Total Cost (ATC) or Average Variable Cost (AVC) of providing the specific service,
including fuel, driver payouts, software maintenance, and localized marketing subsidies. It means that a company
cannot hide behind "promotional discounts" or "venture capital funding" to mask long-term losses; if the audited
data shows the per-ride revenue is structurally lower than the inescapable direct cash cost of running that ride, the
objective mathematical threshold for illegal predatory pricing is fully established.
Scenario 7: Automobile Manufacturer H possesses a dominant market share in the premium SUV segment.
It requires all independent dealerships to sign a contract stating that they are strictly forbidden from selling
any SUV to a consumer below the manufacturer's "Suggested Retail Price" of 2 billion VND. A dealership
breaks this rule to give a discount, and Manufacturer H cuts off their inventory.
(a) Is Manufacturer H's action lawful?
ANSWER: No, Manufacturer H's action is unlawful as it constitutes illegal Resale Price Maintenance (RPM).
According to Article 27 of Vietnam’s 2018 Competition Law, an enterprise holding a dominant market position
is strictly prohibited from maintaining a minimum resale price that inflicts direct financial rigidities on
consumers. It means that dominance strips an enterprise of the freedom to destroy price competition among
downstream retailers; by locking in a mandatory price floor, the manufacturer artificially inflates market prices. In
this scenario, Manufacturer H's enforcement of the price floor is an anti-competitive vertical restraint. Therefore,
the clause is legally unenforceable, and cutting off the dealer's inventory is a severe violation.
(b) Would this minimum pricing restriction still be illegal if it was implemented by a tiny, brand-new automobile
manufacturer with only 2% market share?
ANSWER: It would not be automatically illegal, as it would be evaluated under the competitive impact effect test.
According to Article 13 of Vietnam’s 2018 Competition Law, vertical restraints implemented by non-dominant
firms are only prohibited if they have or are likely to have a significant competition-restraining effect on the
market. It means that the law applies a "rule of reason" to minor players; since a firm with 2% market share has
zero market power to inflate national car prices, their internal retail pricing restrictions are highly unlikely to choke
overall market competition. Therefore, for a tiny manufacturer, the clause would likely be deemed legally valid
and enforceable as a standard brand-positioning strategy.
Scenario 8: A major multinational pharmaceutical corporation holds the exclusive patent for a life-saving
cancer drug in Vietnam. A local hospital requests to buy the drug, but the corporation states they will only
sell the drug if the hospital also agrees to buy all its generic medical gauze and plastic syringes from them
for the next 5 years.
(a) Is this pharmaceutical procurement requirement lawful under the 2018 Competition Law?
ANSWER: No, this requirement is unlawful as it constitutes an illegal tie-in arrangement. According to Article 27
of Vietnam’s 2018 Competition Law, an enterprise with market dominance is strictly prohibited from imposing
conditions on the conclusion of a contract that require the other party to accept additional obligations which have
no direct connection with the object of the contract. It means that a company cannot leverage its lawful patent
monopoly over a highly critical product (the cancer drug) to artificially capture sales in an entirely unrelated,
highly competitive market (gauze and syringes), locking out generic competitors. Therefore, the corporation’s
contractual tie-in arrangement is an anti-competitive abuse of dominance.
(b) What is the core difference between a lawful patent monopoly and an unlawful abuse of dominance in this
context?
ANSWER: A patent monopoly grants an exclusive right to an invention, whereas competition law regulates the
commercial behavior surrounding that right. According to intellectual property and antitrust harmony
principles, the state fully protects a firm's exclusive right to manufacture and profit from its patented cancer
molecule as a reward for innovation. However, it strictly prohibits the weaponization of that legal monopoly to
distort entirely separate, non-patented commodity markets through coercive contractual tying. It means that
having a monopoly is 100% legal, but exploiting that monopoly power to leverage an unfair advantage in adjacent
competitive markets crosses the line into a severe antitrust violation.
Scenario 9: Six commercial shipping firms wish to form a joint venture to co-invest in building an advanced,
highly expensive deep-water port terminal in Ba Ria - Vung Tau. They file for an exemption with the NCC,
demonstrating that no single firm has the capital to build it alone, and the port will double the region's
cargo capacity.
(a) Will the NCC grant an exemption for this joint venture port project?
ANSWER: Yes, the NCC will legally grant a time-limited exemption because the agreement satisfies the statutory
efficiency criteria. According to Article 14 of Vietnam’s 2018 Competition Law, agreements that technically
restrict market independence may be exempted if they promote technical progress, improve infrastructure, or
enhance economic efficiency, provided that consumers benefit. It means that the law applies a "rule of reason"
to non-hardcore joint ventures, balancing technical horizontal restrictions against massive macroeconomic gains.
Because the joint venture creates vital infrastructure that lowers national shipping costs, it qualifies for relief.
Therefore, the NCC will formally issue a time-limited exemption for the port project.
(b) What happens if the shipping firms, after receiving the exemption, secretly utilize their joint venture meetings
to fix national container shipping freight rates?
ANSWER: The NCC will instantly revoke the exemption and initiate a severe cartel investigation. According to
Article 15 of Vietnam’s 2018 Competition Law, if enterprises violate the explicit conditions or abuse the
scope of a granted exemption, the regulatory authority shall immediately cancel the exemption decree. It means
that an exemption for infrastructure development does not function as an absolute, blank check for lawless anti-
competitive behavior; any spillover into hardcore horizontal price-fixing remains strictly illegal per se. Therefore,
the shipping firms would face massive administrative fines of up to 10% of their total corporate revenue and
potential criminal prosecution for running an illegal price cartel.
Scenario 10: Two competing software firms control a combined 70% share of the accounting software
market. They execute an unnotified acquisition where Firm Open buys 100% of Firm Balance. Six months
later, the NCC discovers the deal and finds that it has completely eliminated market options, leading to a
50% price hike for small businesses.
(a) What severe legal sanctions can the NCC apply to rectify this unnotified market monopoly?
ANSWER: The NCC can issue a structural dismantle order and impose heavy administrative fines. According to
Article 30 and Article 42 of Vietnam’s 2018 Competition Law, any economic concentration that causes
significant anti-competitive effects is strictly prohibited, and the NCC possesses the statutory power to order
remedies including forced total divestiture of assets or corporate split-ups. It means that the state retains
absolute corrective sovereignty over anti-competitive market structures, refusing to recognize transactions that
permanently choke competition. Therefore, the acquisition can be legally unraveled, and both firms can be
ordered to completely dismantle the transaction to restore the market structure.
(b) What is the maximum administrative fine for completing an economic concentration without notifying the
NCC?
ANSWER: The violating enterprises face an administrative fine of up to 5% of their total revenue. According to
Article 111(2) of Vietnam’s 2018 Competition Law, the financial sanction for failing to fulfill the mandatory
statutory merger notification requirement is up to 5% of the total revenue of the enterprise in the preceding
financial year. It means that the law treats the pre-merger notification regime as a critical, high-stakes mandatory
procedural duty; executing a multi-million-dollar transaction in secret, completely bypassing state antitrust vetting,
triggers heavy top-line financial penalties regardless of whether the merger is ultimately approved or dismantled.
Follow-back question 1: How does the 2018 Competition Law calculate the "relevant market"?
Follow-back question 2: What is the statutory definition of an enterprise holding a "monopoly position" (vị trí độc
quyền) as opposed to a "dominant position"?
3. CORPORATE LAW (LUẬT DOANH NGHIỆP 2020)
Scenario 1: Mr. A, Mr. B, and Mr. C register a multi-member Limited Liability Company (Multi-Member
LLC) with a charter capital of 10 billion VND, where Mr. A commits to contributing 4 billion VND (40%).
After 90 days from the issuance of the Certificate of Enterprise Registration, Mr. A has only transferred 1
billion VND into the company’s account.
(a) Can Mr. A still vote at the Member’s Council meetings using his original 40% ratio?
ANSWER: No, Mr. A cannot vote using his original ratio; his voting power is strictly limited to his actually
contributed capital. According to Article 47(2) of Vietnam’s 2020 Law on Enterprises, members have rights
and obligations in proportion to the amount of capital they committed to contribute only during the 90-day
contribution window; once that window expires, a member who fails to pay fully can only exercise rights in
proportion to the capital actually contributed. It means that the law strips default investors of phantom voting
leverage to protect the corporate decision-making process from being distorted by unbacked promises. Therefore,
Mr. A’s voting power is legally dropped to match his actual 1 billion VND contribution (10%), and the company
must execute a capital reduction within the next 30 days.
(b) Who bears legal liability for the company's unpaid 3 billion VND debt obligations that arose during that initial
90-day window?
ANSWER: Mr. A remains personally and jointly liable for those obligations up to the value of his unfulfilled
promise. According to Article 47(4) of Vietnam’s 2020 Law on Enterprises, any member who fails to
contribute capital or fails to contribute capital fully within the statutory deadline shall remain personally liable in
proportion to their committed capital amount for any financial obligations incurred by the company prior to the
registration of the capital adjustment. It means that corporate limited liability does not function as a shield to
protect investors who breach their initial funding pledges; creditors can legally target Mr. A to extract the missing
3 billion VND to satisfy corporate debts born from that period.
Scenario 2: A Joint Stock Company (JSC) has 8 members on its Board of Directors (Hội đồng quản trị). The
Chairman calls a crucial meeting to approve a major contract. On the meeting day, 5 directors physically
attend, while 3 send absences. During the voting, 2 attending directors vote "Yes", 2 vote "No", and 1
abstains.
(a) Can the Chairman legally declare that the resolution is successfully passed by utilizing his internal tie-breaking
casting vote?
ANSWER: No, the Chairman's declaration is legally incorrect because the resolution failed to achieve the
mandatory internal voting majority of present members. According to Article 157(12) of Vietnam’s 2020 Law
on Enterprises, a resolution of the Board of Directors is passed only when it is approved by a majority of the
attending members, unless the company's Charter requires a higher ratio. It means that the voting calculation
baseline is anchored strictly to the total number of directors physically or virtually present at the meeting, which is
5 directors; a valid statutory majority requires at least 3 positive votes. Since only 2 directors voted "Yes", 2 is not
a majority of 5, meaning the resolution fails on the floor before any casting vote mechanics can be invoked.
Therefore, the resolution is procedurally dead and invalid.
(b) What is the mandatory statutory quorum required to legally open and conduct this Board of Directors meeting
in the first place?
ANSWER: The meeting is legally valid only if attended by at least three-quarters of the total board members.
According to Article 157(8) of Vietnam’s 2020 Law on Enterprises, a meeting of the Board of Directors shall
be conducted where at least three-quarters (75%) of the total number of members are present in person or via
authorized alternative representation. It means that corporate law enforces a strict minimum attendance floor to
prevent small, isolated factions of directors from hijacking corporate governance behind closed doors. Out of 8
total board members, 75% equals exactly 6 directors. Because only 5 directors physically attended the meeting, the
quorum was failed. Therefore, the entire meeting was procedurally illegal from the outset, rendering all actions
void.
Scenario 3: Ms. X is a founding shareholder of Alpha Joint Stock Company, which received its Enterprise
Registration Certificate on January 15, 2025. She owns 12% of the common shares. On October 20, 2025,
Ms. X signs a share transfer agreement to sell her entire 12% stake to Mr. Y, an outside retail investor,
without informing any other shareholders.
(a) Is this share transfer legally valid under the 2020 Law on Enterprises?
ANSWER: No, this share transfer is legally invalid because it flagrantly violates the statutory lock-up period for
founding shareholders. According to Article 120(3) of Vietnam's 2020 Law on Enterprises, within 3 years from
the date of issuance of the Certificate of Enterprise Registration, founding shareholders can freely transfer common
shares to other founding shareholders, but can only transfer them to an outsider if they receive the explicit
approval of the General Meeting of Shareholders. It means that the law enforces a mandatory 3-year stability
lock on founding members to prevent speculative look-and-leave setups that abandon young ventures. Because Mr.
Y is a complete outsider and no General Meeting was convened to vote on the transfer, the transaction lacks
corporate authorization. Therefore, the share transfer is void, and the company registry will refuse to update Mr.
Y’s name.
(b) Would this 3-year restrictive transfer lock still apply to Ms. X if she had acquired her 12% stake as an ordinary
preferred dividend shareholder instead of a founding common shareholder?
ANSWER: No, the restriction would not apply, as preferred shares are completely exempt from the founding
shareholder lock-up rule. According to Article 120 and Article 126 of Vietnam’s 2020 Law on Enterprises, the
mandatory 3-year outsider transfer restriction targets strictly and exclusively the common shares held by
founding shareholders. It means that dividend preferred shares or other structural asset classes function as
standard investment instruments designed for fluid capital mobility, free from founding operational stability duties.
Therefore, if Ms. X’s shares were preferred dividend instruments, she could legally sell them to Mr. Y instantly
without needing any permission from the General Meeting of Shareholders.
Scenario 4: The Board of Directors of Gamma JSC consists of 9 members. The Chairman sends out a
meeting notice via email only 2 days before the scheduled meeting date to approve an emergency corporate
loan. Two directors refuse to attend due to the short notice, and they later sue to invalidate the resolutions.
(a) Will the Court invalidate the meeting resolutions passed during that session?
ANSWER: Yes, the Court will invalidate the resolutions due to a severe procedural notice violation. According to
Article 157(6) of Vietnam’s 2020 Law on Enterprises, a notice of a Board of Directors meeting must be sent to
all members at least 3 business days before the meeting, unless the internal corporate Charter specifies a longer
notice timeline. It means that the law treats advanced notice as an absolute, non-negotiable director right designed
to ensure that board members have sufficient professional time to analyze financial data and make informed
fiduciary choices. By giving only 2 days' notice, the Chairman unilaterally deprived the directors of this statutory
preparation window. Therefore, the meeting was procedurally defective, and all resolutions passed therein are
legally voidable.
(b) Can the Chairman escape this notice violation by proving that the emergency loan was absolutely critical to
save the company from bankruptcy?
ANSWER: No, commercial emergencies cannot legally override mandatory statutory corporate governance
procedures. According to established corporate jurisprudence and the Law on Enterprises, procedural
fairness and notice timelines are absolute structural mandates that protect the corporate entity from erratic,
unvetted unilateral actions, regardless of the pure intentions of management. It means that the law refuses to
accept a "good intentions" defense to justify cutting corners on basic shareholder and director protective rights; if a
loan is critical, the Chairman must utilize formal emergency acceleration options explicitly permitted in the
Charter, failing which the statutory 3-day timeline remains an absolute barrier.
Scenario 5: Mr. Green and Ms. White establish a Partnership to operate an architecture firm. Mr. Green is
an Unlimited Partner who contributed 70% of the capital, while Ms. White is a Limited Partner who
contributed 30%. The firm loses a malpractice lawsuit and faces a debt of 2 billion VND, wiping out the
company's bank accounts. The creditor sues Ms. White personally to seize her luxury car to satisfy the
remaining 500 million VND debt.
(a) Can the creditor legally seize Ms. White's private car?
ANSWER: No, the creditor cannot legally seize Ms. White's private car because she is protected by the statutory
shield of limited liability. According to Article 177(1)(c) of Vietnam’s 2020 Law on Enterprises, a limited
partner in a partnership is liable for the debts of the company strictly within the scope of the capital amount
they have committed to contribute. It means that unlike unlimited partners whose personal family assets are
completely exposed, a limited partner functions purely as an investment arm; once her registered capital (30%) is
paid into the firm, her private personal property is completely ring-fenced from corporate creditors. Therefore, the
creditor can only pursue the unlimited partner, Mr. Green, for the remaining 500 million VND, and has zero legal
right to seize Ms. White’s personal vehicle.
(b) What would be the legal status of Ms. White's liability if she had actively managed the firm's daily operations
and signed the flawed architecture contract on behalf of the partnership?
ANSWER: She would completely forfeit her limited liability protection and become jointly liable as an unlimited
partner. According to Article 187(2) of Vietnam’s 2020 Law on Enterprises, a limited partner is strictly
forbidden from executing management activities on behalf of the partnership; if they actively perform business
tasks or lead third parties to believe they possess management authority, they face absolute unlimited liability for
those transactions. It means that the law treats limited liability as a trade-off for passive non-management; step
into active operational control, and you legally step into full personal financial exposure. Therefore, the creditor
could legally seize her private car.
Scenario 6: The Member’s Council of Omega Multi-Member LLC holds a meeting on March 1. The
company's latest audited financial sheet shows that it has 500 million VND in accumulated net profits.
However, the company has an outstanding, overdue loan of 800 million VND from a commercial bank. The
members vote to immediately distribute the 500 million VND as a cash dividend.
(a) Is this profit distribution lawful under the 2020 Law on Enterprises?
ANSWER: No, this profit distribution is completely unlawful because the company fails the absolute statutory
solvency test. According to Article 69 of Vietnam’s 2020 Law on Enterprises, an LLC is only permitted to
distribute profits to its members when it has generated net profits, and crucially, must ensure that it remains fully
capable of paying all due debts immediately after the profit distribution is completed. It means that the law
prioritizes the protection of third-party commercial creditors over investor returns; a company cannot hollow out
its cash reserves to enrich members if that payout triggers insolvency or deepens a default. Because the company
has an active overdue bank loan that exceeds its profits, distributing cash violates Article 69. Therefore, the
distribution is void, and the members must return the funds to the treasury.
(b) What is the exact legal remedy required if the members have already physically pocketed the cash distribution
before the bank discovers it?
ANSWER: The members must mandatory refund the entire illicit cash distribution back to the corporate treasury.
According to Article 69(2) of Vietnam’s 2020 Law on Enterprises, where a profit distribution is executed in
direct violation of solvency mandates, the members must return all received assets and cash to the company
immediately. It means that the law treats an illegal dividend as an unauthorized extraction of corporate capital; if
the investors fail to return the money voluntarily, the company's executive management or corporate creditors can
initiate direct legal action to force total restitution to stabilize the company's baseline balance sheet.
Scenario 7: Mr. John, a foreign national, was convicted of financial fraud by a European Court and is
currently serving a suspended criminal sentence. He travels to Vietnam and attempts to register a new One-
Member LLC specializing in financial consulting, serving as the sole Director and Legal Representative.
(a) Will the Department of Planning and Investment (DPI) legally approve his corporate registration?
ANSWER: No, the DPI will reject his application because Mr. John is explicitly disqualified by law from
corporate participation. According to Article 17(2) of Vietnam’s 2015 Law on Enterprises, persons who are
facing criminal prosecution or are currently serving criminal sentences are strictly banned from founding,
establishing, or managing any corporate enterprise in Vietnam. It means that corporate law aligns with public
safety and judicial integrity policies, locking out criminally sanctioned actors from utilizing corporate vehicles to
interact with the economy or access public funds. Since Mr. John’s criminal sentence is active, his legal capacity to
manage a firm is suspended. Therefore, his registration attempt will be legally blocked by the state registry.
(b) What happens if Mr. John attempts to bypass this restriction by hiding his name and appointing his 14-year-old
son as the sole Legal Representative and Owner of the LLC?
ANSWER: The registration will still be completely rejected due to a total lack of civil and corporate capacity.
According to Article 17(2)(đ) of Vietnam’s 2020 Law on Enterprises, individuals who lack full civil capacity
or are minors are strictly prohibited from establishing or managing enterprises. It means that corporate
ownership and legal representative roles require full, uncompromised cognitive and legislative capacity to bind a
company to contracts and shoulder statutory compliance duties. A 14-year-old child cannot legally sign corporate
deeds or manage a financial consultancy. Therefore, the DPI will flag the minor's age and instantly block the
corporate application.
Scenario 8: Delta JSC is looking to sell an old warehouse asset. The warehouse’s book value represents 38%
of the company's total asset value as recorded in the latest audited financial statement. The
Director/General Director unilaterally signs a binding sale contract with a property developer without
presenting it to the Board of Directors.
(a) Is this contract legally binding on Delta JSC under the 2020 Law on Enterprises?
ANSWER: No, the contract is not automatically binding on the company because it constitutes an unauthorized,
ultra vires act by the Director. According to Article 138 and Article 153 of Vietnam’s 2020 Law on
Enterprises, any transaction involving the disposal of corporate assets valued at 35% or more of the company's
total asset value must be formally reviewed and approved by either the Board of Directors or the General Meeting
of Shareholders. It means that the law strips hired executives of the power to execute structural, massive asset
sales without explicit permission from the governing boards or owners. Since the warehouse represents 38% of the
asset base, the Director lacked the unilateral capacity to sign. Therefore, unless the board retroactively ratifies it,
the contract is legally unenforceable against the company.
(b) How can a third-party buyer protect themselves from having their asset contract canceled due to this internal
35% asset threshold rule?
ANSWER: The buyer must mandatory demand to inspect the certified resolutions of the General Meeting or Board
of Directors prior to signing. According to corporate due diligence principles, third-party commercial entities
cannot rely blindly on a Director’s title when dealing with monumental structural assets; they have a duty to verify
the executive's specific mandate by reviewing the company's latest audited balance sheet and charter. It
means that if a buyer fails to request proof of board or shareholder approval for an asset that obviously forms a
massive slice of the firm, they are deemed negligent and cannot claim protection as an innocent good-faith
purchaser.
Scenario 9: A corporate debate arises within Gamma JSC regarding executive structural management
powers.
(a) Distinguish between the primary corporate powers of the "General Meeting of Shareholders" and the "Board of
Directors" regarding the appointment of key corporate executives in a JSC.
ANSWER: The distinction lies in supreme sovereign oversight versus direct executive management control.
According to Articles 138 and 153 of Vietnam's 2020 Law on Enterprises, the General Meeting of
Shareholders possesses the exclusive authority to elect, dismiss, and replace members of the Board of Directors
and the Supervisory Board. Conversely, the Board of Directors possesses the operational power to appoint,
dismiss, or sign contracts with the Director/General Director and other high-level corporate managers. It
means that the General Meeting holds ultimate corporate ownership authority to select the governing board, while
the Board holds executive managerial authority to select the operational staff. Therefore, their roles are
structurally separate and non-overlapping.
(b) Can the General Meeting of Shareholders directly fire a newly hired Chief Financial Officer (CFO) if they
dislike his management style?
ANSWER: No, the General Meeting cannot directly fire the CFO, as that act would completely violate the
statutory separation of powers. According to Article 153 of Vietnam’s 2020 Law on Enterprises, the
management and dismissal of mid-level corporate executives (like a CFO or Deputy Director) falls strictly and
exclusively under the operational domain of the Board of Directors. It means that while shareholders own the
company, they cannot micromanage daily human resource operations or bypass the Board they elected; if
shareholders want the CFO gone, they must use their legal power to replace the Board members with directors who
agree to dismiss the CFO.
Scenario 10: The Director of Sigma LLC secretly establishes a private family company owned by his wife.
He then signs a contract on behalf of Sigma LLC to purchase raw materials from his wife's company at
prices 30% higher than the market average, inflating his family's wealth.
(a) What legal remedy do the owners of Sigma LLC have against the Director for this hidden transaction?
ANSWER: The owners have the statutory right to sue the Director to compel restitution of all illicit profits and
claim full compensation for damages. According to Article 72 of Vietnam’s 2020 Law on Enterprises, a
director or manager has a strict fiduciary duty of loyalty and care; they must disclose all related-party
transactions and are strictly prohibited from utilizing corporate opportunities or assets to enrich themselves or
relatives at the company’s expense. It means that the law treats a breach of fiduciary duty as a direct tortious
violation against the corporate entity, stripping away the corporate veil to hold bad-faith executives personally
liable. Therefore, Sigma LLC can legally sue the Director to cancel the contract and force him to personally
reimburse the company for all financial losses.
(b) What specific disclosure procedure should the Director have executed to make this transaction with his wife's
company perfectly legal?
ANSWER: The Director was mandatory required to submit a comprehensive written disclosure and obtain prior
approval from the Member's Council. According to Article 67 of Vietnam’s 2020 Law on Enterprises, any
related-party transaction involving a director’s spouse must be fully disclosed in writing to all members,
detailing the exact asset value and personal interest, and must be voted on and approved by a majority of the
Member’s Council where the interested director has no vote. It means that transparency and arm's-length market
pricing are absolute conditions for related-party deals; if the council reviews the deal and finds the 30% premium
is justified by unique quality, their positive vote makes the contract fully valid.
Follow-back question 1: What is the exact statutory definition of a company’s "Legal Representative" (Người đại
diện theo pháp luật), and can a JSC have multiple legal representatives?
Follow-back question 2: What is the strict timeline for a company to register updates to its enterprise registration
contents with the DPI after a change occurs?
4. CONTRACT LAW (CIVIL CODE 2015 - PART II)
Scenario 1: On May 1, Landowner A writes an official offer letter to sell a commercial lot to Developer B for
5 billion VND, explicitly stating: "This offer is non-negotiable and remains firm and open until June 1." On
May 15, an investment fund offers Landowner A 6 billion VND for the same lot. Landowner A immediately
sends an emergency revocation letter to Developer B. Developer B receives the revocation on May 16, but
ignores it and sends a formal acceptance letter on May 20.
(a) Is there a valid contract formed between Landowner A and Developer B?
ANSWER: Yes, a valid contract is formed because the revocation was legally ineffective. According to Article
389 of Vietnam’s 2015 Civil Code, an offeror may only change or revoke an offer if the notice of revocation
reaches the offeree prior to or at the exact same time as the offer is received, or if the right to revoke was
explicitly reserved. Crucially, if an offer fixes a specific acceptance deadline, it creates an absolute legal promise
that the offer remains open and irrevocable until that timeline passes. It means that contract law prevents bad-
faith commercial flip-flopping, protecting the offeree’s reliance interest while they calculate responses. Because
Landowner A explicitly fixed a deadline of June 1, they legally surrendered their right to revoke early. Therefore,
the revocation is void, the acceptance on May 20 is fully valid, and the contract is formed.
(b) What legal remedy can Developer B pursue if Landowner A completely refuses to hand over the land title deed
on June 1?
ANSWER: Developer B can sue for specific performance and full breach damages. According to Article 352 and
Article 412 of Vietnam’s 2015 Civil Code, where a party fails to fulfill a valid contractual obligation, the Court
can issue an injunction forcing them to execute the exact promised act (thực hiện đúng nghĩa vụ), alongside
paying compensatory damages. It means that real estate contracts cannot be casually broken by paying a minor
fee if the innocent buyer wants the physical land itself; the law will actively strip the bad-faith seller of title and
force the deed transfer via judicial execution, while forcing them to pay for any operational delays caused to the
developer.
Scenario 2: Mr. X wishes to sell his house to Mr. Y for 3 billion VND. To evade the state's 2% real estate
transfer tax, they execute an oral agreement for the true price, but sign a formal, notarized written contract
stating the price is only 1 billion VND. Mr. Y pays the 1 billion VND but later refuses to pay the remaining 2
billion VND oral balance. Mr. X sues Mr. Y in Court using a secret voice recording.
(a) How will the Court rule on the legal status of the 1 billion VND written contract?
ANSWER: The Court will declare the written contract void as a simulated transaction, and evaluate the hidden oral
agreement separately under form requirements. According to Article 124(1) of Vietnam’s 2015 Civil Code,
when parties falsely establish a civil transaction for the purpose of hiding another real transaction, the fake,
simulated transaction is automatically null and void. It means that the law completely strips away smoke-and-
mirror legal contracts designed to deceive public authorities or evade taxes. Therefore, the 1 billion VND written
contract is legally dead. Furthermore, because real estate transfers mandatory require a notarized written form
under the law, the hidden 2 billion VND oral agreement is procedurally defective and cannot be enforced unless it
qualifies for a structural cure under Article 129.
(b) Can Mr. X utilize Article 129 of the Civil Code to validate the hidden 2 billion VND agreement since Mr. Y
has already paid 1 billion VND?
ANSWER: No, Mr. X cannot utilize Article 129 because the statutory financial payment threshold has not been
satisfied. According to Article 129(2) of Vietnam’s 2015 Civil Code, a contract that violates formal form
mandates can only be judicially validated if a party has performed at least two-thirds (2/3) of the total
obligation under the transaction. It means that the law requires a massive, objective execution milestone to
bypass form defects; two-thirds of the true 3 billion VND value equals exactly 2 billion VND. Because Mr. Y has
only physically paid 1 billion VND (which is only 1/3), the statutory performance threshold is completely failed,
and the Court will refuse to validate the hidden agreement.
Scenario 3: Company M enters into a written contract to lease an industrial printing machine from
Company N. Two days before the contract signing, an accidental chemical explosion at Company N’s
warehouse completely incinerates the specific printing machine, turning it into melted scrap metal. Neither
party’s staff was aware of the explosion.
(a) What is the legal status of this printing machine lease contract?
ANSWER: The contract is automatically null and void from inception due to an impossible and non-existent
object. According to the foundational principles of Article 117 and general civil doctrine under Vietnam's 2015
Civil Code, for a contract to exist, the object of the transaction must be physically and legally possible at the time
of execution. It means that a contract cannot come into existence over a non-existent or completely destroyed
asset; since the core subject matter of the contract was completely annihilated prior to the signing, the contract is
hollowed out and lacks any legal foundation. In this situation, Company N cannot be held liable for a breach of
contract because no valid contract ever existed. Therefore, the contract is void from the outset, and both parties
are released from performance.
(b) What is the legal status of any advance security deposits that Company M had wired to Company N right
before the signing ceremony?
ANSWER: Company N must immediately return the entire security deposit under the doctrine of unjust
enrichment. According to Article 131 and Article 579 of Vietnam’s 2015 Civil Code, when a civil transaction is
declared void, it possesses zero legal effect from history, and any person who holds property without a lawful
basis must return it to the true owner. It means that since the lease contract never legally existed, Company N
has zero right to retain a single cent of Company M’s cash reserves. Therefore, Company N must execute an
immediate and full refund of the advance deposit to restore both sides to their baseline financial positions.
Scenario 4: A long-term commercial delivery relationship collapses due to severe operational defaults.
(a) Distinguish between the legal mechanics and retrospective effects of "Cancellation" versus "Unilateral
termination" under the 2015 Civil Code.
ANSWER: The distinction lies in the retrospective elimination of the contract versus the prospective cessation of
future performance. According to Articles 427 and 428 of Vietnam’s 2015 Civil Code, a cancellation operates
retrospectively, completely wiping out the contract from history as if it never existed, meaning that parties must
return to each other what they have received via mutual restitution. Conversely, a unilateral termination
operates prospectively, meaning the contract is only dead for the future; past performed obligations remain valid
and binding, and parties are merely released from executing their remaining future obligations. It means that
cancellation unrolls the entire transaction from the beginning, whereas termination merely cuts off a live contract
going forward. Therefore, their remedial effects on performed assets are entirely distinct.
(b) Under what strict contractual condition can a party execute a unilateral termination without paying damages to
the other side?
ANSWER: Termination is damage-free only if it is explicitly triggered by a substantial breach or contract clause.
According to Article 428(1) of Vietnam’s 2015 Civil Code, a party can unilaterally terminate a contract without
liability if the other party has violated its obligations seriously, or if such termination was explicitly agreed upon
as a remedy for a specific event. It means that a party cannot casually walk away from a deal due to minor
inconveniences or shifting market tastes; the counterparty must be in an active, serious default that frustrates the
contract's core purpose, and advance notice must be formally served to make the termination legally valid.
Scenario 5: Buyer P pays a deposit (đặt cọc) of 200 million VND to Seller Q to secure the purchase of a rare
antique painting, signed via a written deposit agreement. The agreement states that if Seller Q backs out, he
must return the deposit. On the delivery date, an international collector offers Seller Q a double price, and
Q sells the painting to him, backing out of the deal with P. Q offers to return P’s original 200 million VND,
but P demands 400 million VND.
(a) Is Buyer P’s demand for 400 million VND legally justified under the Civil Code?
ANSWER: Yes, P’s demand is perfectly justified by operation of the mandatory statutory deposit penalty.
According to Article 328(2) of Vietnam’s 2015 Civil Code, if the party that received a deposit refuses to perform
the subsequent contract, they must return the deposit to the depositor and concurrently pay an amount equal
to the value of the deposit, unless otherwise agreed. It means that a deposit functions as a dual-purpose security
mechanism that binds both parties to their word; the law automatically penalizes the defaulting recipient by forcing
them to pay a matching penalty out of their own pocket as a deterrent against sudden contract abandonment. Since
their agreement did not explicitly waive the statutory penalty, the legal rule applies. Therefore, Seller Q must
legally pay P a total of 400 million VND.
(b) What would be the legal status of the deposit if the antique painting had been completely destroyed by a
sudden, objective lightning strike on the morning of delivery?
ANSWER: The deposit must be returned to Buyer P as a simple refund, with zero extra penalties applied to either
side. According to Article 328 and the force majeure rules of Vietnam’s 2015 Civil Code, if a contract
becomes impossible to perform due to an objective, unavoidable, and blameless external impediment, the
element of default is erased. It means that since Seller Q did not voluntarily back out or act in bad faith, the
punitive matching penalty cannot be legally triggered; the transaction is simply frustrated by nature. Therefore,
Seller Q must merely hand back P's original 200 million VND deposit, and both parties are released from further
claims.
Scenario 6: Company E and Company F sign a long-term supply contract for imported agricultural goods.
Six months into the contract, a war breaks out in Europe, causing maritime shipping freight insurance rates
to skyrocket by 400%, which means Company E will face a massive financial loss if it continues to perform
at the old contract price. Company E requests an adjustment, but F refuses.
(a) Will the Court grant Company E a judicial price modification based on this war?
ANSWER: The Court will review the claim under strict metrics, but will likely deny modification if it represents
an ordinary, absorbable commercial market risk. According to Article 420 of Vietnam’s 2015 Civil Code, a
contract can only be judicially modified under a "Fundamental Change of Circumstances" if 5 strict cumulative
conditions are met, including that the change was entirely unforeseeable, objective, and destroys the absolute
equilibrium of the transaction. It means that the law protects the strict sanctity of contracts as a general rule,
treating judicial intervention as an extraordinary emergency safety valve rather than a tool to bail out companies
from bad inflation or market spikes. Since price fluctuations are an inherent, foreseeable risk of international trade,
it fails the strict criteria of Article 420. Therefore, the Court will likely reject the request, forcing Company E to
perform or pay breach damages.
(b) What mandatory procedural step must Company E execute before they are legally permitted to file this lawsuit
under Article 420?
ANSWER: Company E must mandatory prove that they actively initiated a formal contract renegotiation process
with Company F first. According to Article 420(2) of Vietnam’s 2015 Civil Code, the party impacted by a
fundamental change of circumstances must request the other party to renegotiate the contract terms within a
reasonable timeframe. It means that a company cannot directly weaponize a crisis to run straight to a judge to
overwrite a deal; they must perform a good-faith commercial attempt to adjust the numbers internally with their
partner first. Therefore, if Company E files a lawsuit without presenting clear written records of a formal
renegotiation proposal, the Court will dismiss the case on procedural grounds.
Scenario 7: Mr. Chang borrows 100 million VND from Mr. Lee, with a maturity date of December 1, 2025.
To secure the loan, Mr. Chang physically hands over his gold Rolex watch to Mr. Lee under a written
agreement. On December 5, 2025, Mr. Chang fails to repay the money. Mr. Lee, without informing Mr.
Chang, directly sells the Rolex watch to a pawnshop for 120 million VND.
(a) Is Mr. Lee's method of handling the collateral watch lawful?
ANSWER: No, Mr. Lee's method is completely unlawful because it bypasses the mandatory statutory disposal
procedures for secured assets. According to Articles 303 and 304 of Vietnam’s 2015 Civil Code, when an
obligation becomes due and is breached, the secured party must dispose of the collateral according to the agreed
method or via public auction/direct sale, but they must mandatory issue a written notice of disposal to the
securing party in advance. It means that holding a pledge does not grant an automatic, lawless right of absolute
ownership or secret disposal; the creditor has a legal duty of transparency to ensure the asset is sold at a fair price
and must return any surplus funds to the debtor. By secretly selling the watch without notice, Mr. Lee violated due
process. Therefore, the disposal is invalid, and Mr. Lee is liable for conversion damages.
(b) What must Mr. Lee legally do with the extra 20 million VND surplus he obtained from selling the Rolex
watch?
ANSWER: Mr. Lee is mandatory required to hand over the entire 20 million VND surplus to the debtor, Mr.
Chang. According to Article 307 of Vietnam’s 2015 Civil Code, the proceeds derived from the disposal of a
secured asset must be utilized first to cover the costs of disposal and satisfy the due debt, and any remaining
surplus value must be fully returned to the securing party. It means that a secured loan is not a speculative
mechanism for creditors to pocket windfall capital gains off a debtor's misfortune; the creditor is only entitled to be
made whole on their exact principal and interest. Therefore, keeping the extra 20 million VND constitutes an
unlawful conversion of property.
Scenario 8: A local commercial bank lends 5 billion VND to Company K. To secure the loan, Mr. Chang
(the Director of Company K) signs a formal contract mortgaging a commercial building that is legally
owned entirely by his aging father, without his father's knowledge or signature. Mr. Chang forged his
father's signature on the mortgage deed. Company K defaults.
(a) What is the legal status of this building mortgage contract?
ANSWER: The mortgage contract is completely null and void due to a total lack of lawful consent and authority
over the property. According to Article 117 and Article 122 of Vietnam’s 2015 Civil Code, a civil transaction is
valid only when the participants have full legal capacity, act entirely voluntarily, and possess the lawful right to
dispose of the subject matter asset. It means that a person cannot legally pledge or mortgage an asset that belongs
entirely to a separate legal person without an explicit, valid power of attorney; a forged signature destroys the
element of genuine mutual consent. Because the father never consented to the mortgage, his property rights cannot
be compromised by his son’s fraudulent act. Therefore, the mortgage contract is legally void from inception, and
the bank cannot seize the building.
(b) Can the bank claim that they are protected as a good-faith third party because they relied on a professional
notary stamp that accidentally verified the forged signature?
ANSWER: No, a notary error cannot validate a fundamentally fraudulent transaction over real estate. According
to Article 133 of Vietnam’s 2015 Civil Code, good-faith protections are highly restricted for immovable
property; a party cannot claim absolute title over a house based on a forged deed because the true owner was
separated from their property via a criminal act without any voluntary fault. It means that public land registry
and notary reliance cannot completely wipe out the fundamental constitutional property rights of the innocent
father. Therefore, the bank loses the asset security entirely and can only pursue Mr. Chang personally for criminal
fraud and loan restitution.
Scenario 9: Company G contracts to construct a villa for Ms. Violet. The contract states that the work must
be completed by November 1. Company G completes the structure but fails to install the windows and
interior tiles by November 1 due to their own scheduling errors. Ms. Violet refuses to pay the remaining
40% construction invoice.
(a) Is Ms. Violet’s refusal to pay the invoice lawful under the Civil Code?
ANSWER: Yes, Ms. Violet’s refusal to pay is lawful under the defense of non-performance. According to Article
411 of Vietnam’s 2015 Civil Code, in a bilateral contract, where the parties have agreed that obligations must be
performed simultaneously, a party has the statutory right to withhold their performance if the other party has
not yet fulfilled their corresponding due obligation. It means that the law protects innocent contract actors
from being forced to fund a breaching counterparty; payment is structurally tied to the reciprocal delivery of the
completed, contracted result. Since Company G failed to deliver a fully completed villa on the agreed date, they
are in active default. Therefore, Ms. Violet can legally freeze her payment until Company G completely cures the
construction defects.
(b) What would be the legal outcome if Company G proved that the contract explicitly required a mandatory "step-
by-step milestone payment" where the 40% was due before the tile installation phase?
ANSWER: Ms. Violet’s refusal would become a breach of contract on her part. According to Article 412 of
Vietnam’s 2015 Civil Code, where parties have explicitly agreed to a sequential timeline of performance, the
party who is required to perform first must execute their obligation exactly as scheduled, and cannot invoke the
other side's subsequent work as an excuse to withhold funds. It means that express contractual timelines override
general simultaneous performance assumptions; if she signed a deal promising to pay before the tiles went in, she
must pay. Therefore, withholding the cash would make her liable for interest penalties and delayed completion.
Scenario 10: A Court officially declares a luxury car purchase contract null and void because the seller
utilized highly sophisticated fraudulent paperwork to hide the fact that the car's engine was completely
broken. The buyer had already paid 1 billion VND and driven the car for 2 weeks.
(a) What mandatory legal consequences flow from this judicial declaration of contract invalidity?
ANSWER: The parties must execute complete retrospective mutual restitution, and the fraudulent party must pay
full damages. According to Article 131 of Vietnam’s 2015 Civil Code, a void civil transaction has no legal effect
from inception; the parties must restore everything to its original state and return to each other whatever they
have received. Furthermore, the party who is at fault for causing the transaction to be void must compensate the
other party for all arising financial damages. It means that a void declaration operates as a total historical reset;
the seller must immediately refund the full 1 billion VND, the buyer must return the car, and the seller must
personally pay for any extra costs the buyer incurred due to the fraud. Therefore, mutual restitution and fault-
based damages are mandatory.
(b) Does the seller have the legal right to deduct a "rental/depreciation fee" from the 1 billion VND refund because
the buyer used the car for 2 weeks?
ANSWER: No, a fraudulent seller possesses zero legal right to extract a depreciation fee from an innocent victim.
According to clean hands doctrines and Article 131, because the invalidity was caused entirely by the seller’s
deliberate criminal deception, they cannot derive any financial profit or offset from their own bad-faith act. It
means that the law refuses to enrich tortious actors under the guise of asset usage compensation; the buyer is
entitled to a full, unclipped 100% financial restitution of their 1 billion VND, while the seller must take back the
broken vehicle as is.
Follow-back question 1: What is the exact statutory limitation period (thời hiệu khởi kiện) for requesting a Court to
declare a civil transaction void due to deception or duress?
Follow-back question 2: Under what narrow conditions can a third party who purchases an asset from a non-owner
maintain absolute title over that asset?
5. PROPERTY LAW (LUẬT SỞ HỮU / TÀI SẢN - CIVIL CODE 2015)
Scenario 1: Mr. Timber owns a large piece of land. A massive pine tree grows right on the border line, with
70% of its roots and trunk sitting inside Mr. Timber's land, and 30% inside neighbor Mr. Stone's land.
During a storm, several large branches filled with pine cones fall entirely onto Mr. Stone's private driveway.
Mr. Stone collects the pine cones to sell them.
(a) Does Mr. Timber possess an exclusive title to demand the return of all the fallen pine cones?
ANSWER: The pine cones are legally classified as common property, and their fruits must be shared or allocated
based on neighborly principles. According to Article 175 and Article 221 of Vietnam’s 2015 Civil Code, natural
fruits and income derived from property that sits on a boundary line are subject to the regime of common
ownership (sở hữu chung), unless otherwise agreed. It means that absolute vertical property lines are adjusted
when natural biological structures overlap borders; a party cannot claim exclusive sovereignty over fruits based on
a percentage trunk size if the tree is physically shared on the boundary line. Therefore, Mr. Timber does not
possess an exclusive title to the pine cones; Mr. Stone is entitled to a shared portion, and they must reach a
neighborly settlement rather than executing a unilateral seizure.
(b) Can Mr. Stone unilaterally cut down the 30% of the tree roots that cross into his soil if they are causing minor
cracks in his concrete driveway?
ANSWER: No, Mr. Stone cannot unilaterally chop the shared tree roots without consulting his neighbor first.
According to Article 175(2) of Vietnam’s 2015 Civil Code, if roots or branches of a boundary tree extend into a
neighbor's land, the neighbor must request the owner to prune them first, and cannot directly cut them down
unless the owner fails to do so within a reasonable timeframe. It means that neighbor law mandates collaborative
communication over natural boundaries to prevent erratic property destruction. Therefore, Mr. Stone must
formally request Mr. Timber to resolve the root encroachment together, and faces direct property damage liability
if he executes an unauthorized unilateral root chopping that kills the entire tree.
Scenario 2: Thief A steals a high-end specialized mountain bike from Mr. B. Thief A takes the bike to a
public flea market and sells it to Mr. C, a cycling enthusiast, for a fair market price of 20 million VND. Mr.
C buys it in absolute good faith, completely unaware that it was stolen. Six months later, Mr. B spots Mr. C
riding the bike and calls the police to seize it.
(a) Can Mr. B legally reclaim the bike from Mr. C without paying Mr. C any financial compensation?
ANSWER: Yes, Mr. B can legally reclaim the bike from Mr. C without compensation. According to Article 167
of Vietnam’s 2015 Civil Code, an owner has the absolute statutory right to reclaim a movable asset from a bona
fide purchaser if that asset was originally stolen, lost, or mislaid against the true owner's will, except in specific
cases of public auctions or state transactions. It means that the law prioritizes the protection of absolute
ownership rights over the security of commercial markets when an asset is separated from its owner through a
criminal act of theft. Because the bike was stolen from Mr. B, Mr. C’s good-faith status cannot block the absolute
reclamation title. Therefore, Mr. C must surrender the bike to Mr. B and can only look to sue the thief to recover
his 20 million VND.
(b) How would the legal outcome shift if Mr. C had purchased the exact same stolen bike from an official, licensed
retail bicycle store down the street, receiving a formal VAT invoice?
ANSWER: Mr. B could still reclaim the bike, but he would be legally required to reimburse Mr. C the full 20
million VND purchase price first. According to Article 168 of Vietnam’s 2015 Civil Code, where a stolen asset
is purchased by a good-faith buyer from a public commercial business or shop licensed to sell such items, the
true owner can only reclaim the physical asset if they fully pay the bona fide purchaser the exact price they
expended. It means that the law shifts a financial burden onto the owner to protect the supreme economic
integrity of open, institutional retail trade; Mr. B gets his physical bike back, but must fund Mr. C’s refund out of
pocket and then track down the thief to get his cash back.
Scenario 3: Three siblings, X, Y, and Z, inherit an ancestral villa from their parents, with their names
recorded on the title deed under a regime of common undivisible ownership (sở hữu chung hợp nhất).
Sibling X, facing massive personal credit card debts, signs a contract to sell the entire eastern wing of the
villa to an outside buyer without informing Y and Z.
(a) Is Sibling X's warehouse wing sale contract legally valid?
ANSWER: No, the sale contract is completely invalid because it lacks the mandatory collective consent required
for undivisible property disposal. According to Article 213 and Article 218 of Vietnam’s 2015 Civil Code,
owners of common undivisible ownership have equal rights, and the disposal of common property must be
agreed upon by all co-owners collectively. It means that in an undivisible ownership structure, no single
individual owner possesses a separate, clean slice of the asset that they can unilaterally slice off and sell; the title is
legally unified and locked. Because siblings Y and Z never consented to or signed the contract, Sibling X acted
entirely outside his legal capacity. Therefore, the contract is void, and the buyer cannot claim any rights to the
eastern wing.
(b) What could Sibling X legally do if he wishes to completely exit this co-ownership structure to liquidate his
share of the inheritance against his siblings' wishes?
ANSWER: Sibling X must formally request a legal partition of the common property or initiate a judicial asset
division lawsuit. According to Article 219 of Vietnam’s 2015 Civil Code, each co-owner has the statutory right
to demand a division of common property; if the property cannot be physically divided without destroying its
core utility, the entire villa must be sold at auction or purchased by the other siblings to payout Sibling X’s
specific monetary portion. It means that the law refuses to trap an investor in a permanent property deadlock; he
cannot sell a wing secretly, but he can legally force his siblings into a court-ordered structural buyout or public sale
to extract his inheritance value.
Scenario 4: Owner Alpha owns a commercial building. Owner Beta owns the adjacent plot of land, which
completely blocks Alpha's building from accessing the municipal sewage line. Alpha requests Beta to allow
him to lay an underground sewage pipe across Beta's land, offering fair financial compensation. Beta
refuses out of personal dislike.
(a) Can Owner Alpha legally compel Beta to grant him this underground passage?
ANSWER: Yes, Owner Alpha can legally compel Beta to grant the passage under the statutory right to water
supply and drainage easement. According to Article 252 of Vietnam’s 2015 Civil Code, an owner of immovable
property has the statutory right to demand an adjoining property owner to provide necessary passage for
water supply and drainage pipes, and the adjoining owner cannot unreasonably refuse. It means that public
sanitation and the structural utility of real estate override absolute private property lines; a neighbor cannot
weaponize his land ownership to leave an adjacent building without functional sanitation. Therefore, Beta is
legally obligated to permit the pipe installation, and if he persists in his refusal, Alpha can successfully sue for a
mandatory court easement injunction.
(b) What specific legal obligation does Owner Alpha have toward Beta's land while executing this underground
pipe installation?
ANSWER: Owner Alpha must minimize all physical disruption and pay fair financial compensation for any
damage caused. According to Article 252 and Article 245 of Vietnam’s 2015 Civil Code, the easement
beneficiary must execute the technical work in a manner that causes the least possible damage to the adjoining
land, and must fully restore the topsoil and pay an agreed compensation fee. It means that an easement is not a
blank check for lawless land destruction; Alpha must use professional engineering methods to lay the pipe quickly,
and if his digging accidentally destroys Beta’s concrete driveway or exotic flowers, Alpha must personally fund
100% of the repair costs.
Scenario 5: While exploring a deep, unmapped cave located inside a national park, an independent hiker
discovers a rusted iron chest containing ancient silver coins minted 300 years ago. State historical experts
evaluate the coins and declare that they have immense cultural value.
(a) Who is the legal owner of the discovered ancient silver coins?
ANSWER: The State is the absolute, exclusive owner of the coins, and the hiker is only entitled to a statutory
finder's reward. According to Article 229(1) of Vietnam’s 2015 Civil Code, any hidden or buried asset that is
discovered and is subsequently found to possess historical, cultural, or national heritage value belongs entirely
to the State. It means that public interest and cultural preservation completely supersede ordinary property finder
doctrines; items of historical value are part of the public trust and cannot be privatized by individuals. Therefore,
the hiker has zero legal claim to ownership over the coins, must hand them over to the authorities, and will receive
a state-calculated financial reward under the law.
(b) How would the ownership allocation change if the hidden coins were evaluated as standard, non-historical
family silver bullion valued at 200 million VND, discovered inside an old wall purchased by a homeowner?
ANSWER: The homeowner would become the lawful owner of the entire treasure asset. According to Article
229(2) of Vietnam’s 2015 Civil Code, when a person discovers hidden, non-heritage movable assets whose true
owner cannot be identified, the property belongs completely to the finder/owner of the location if its value is
below 10 months of minimum wage; for items exceeding that value, the finder gets 10 months of wage plus 50%
of the remaining value, while the state gets the rest. However, if discovered inside a privately purchased
property with zero outside claims, standard property absorption rules apply to award title to the real estate owner,
ensuring clear privatization of non-heritage assets.
Scenario 6: A multi-million dollar asset transfer framework requires an exact property classification
strategy under the Civil Code.
(a) Distinguish between the real property rights of "Usufruct" (Quyền hưởng dụng) and ordinary "Asset Lease"
(Thuê tài sản) regarding asset exploitation and transferability.
ANSWER: The distinction lies in the nature of the right and the scope of transferability. According to Articles
257 and 472 of Vietnam’s 2015 Civil Code, a usufruct is a limited real right (quyền vật quyền) that grants a
subject the direct right to exploit, use, and enjoy natural fruits of an asset belonging to another person for a lifetime
or specific period, and this right can be sold or transferred. Conversely, a lease is a contractual, personal right
(quyền trái quyền) where the tenant merely enjoys temporary use rights derived from a contract, and cannot
transfer or sub-lease the asset without the explicit permission of the landlord. It means that a usufructuary holds
an independent, powerful real property slice that survives changes in land ownership, whereas a tenant is bound
strictly by a personal contract. Therefore, their legal strengths are entirely different.
(b) What happens to a valid usufruct right over a commercial orchard if the true title owner sells the land to a new
international agricultural corporation midway through the usufruct term?
ANSWER: The usufruct right remains completely alive and legally binding on the brand-new land owner.
According to Article 259 of Vietnam’s 2015 Civil Code, a usufruct right possesses real property persistence,
meaning it remains fully effective regardless of any transfer of ownership rights over the underlying property asset
to a third party. It means that a usufructuary cannot be evicted or canceled by a new buyer; the international
corporation must respect the usufructuary’s right to harvest and sell the fruit until the original statutory term
expires, highlighting the immense strength of limited real rights over ordinary lease contracts.
Scenario 7: Mr. Crane builds a 5-story hotel on his land. To maximize space, he instructs the builders to
extend the roof eaves and balconies out by 0.5 meters, which means they physically hover over the airspace
of neighbor Ms. Dove’s private garden. Mr. Crane refuses to dismantle them, claiming the ground is
untouched.
(a) Is Mr. Crane's legal position sound under property law?
ANSWER: No, Mr. Crane's position is completely legally unsound because property ownership extends vertically
to the airspace above the land. According to Article 175(2) of Vietnam’s 2015 Civil Code, a land user is entitled
to use the airspace and underground space vertically aligned with their boundaries, but is strictly prohibited from
encroaching upon the airspace or underground space of adjoining land users. It means that real property
ownership is a three-dimensional block; a neighbor's right to peaceful enjoyment of their land includes the absolute
right to clear, unencroached air above their soil. By extending his roof over her garden, Crane committed a
physical trespass. Therefore, Ms. Dove can legally compel Mr. Crane to dismantle the overhanging roof eaves.
(b) What legal remedy can Ms. Dove seek if Crane's construction workers drop heavy concrete debris onto her
flowerbeds during the balcony construction?
ANSWER: Ms. Dove can file an immediate tort lawsuit for property damages and seek an urgent construction halt
injunction. According to Article 174 and Article 584 of Vietnam’s 2015 Civil Code, when executing
construction, an owner must mandatory ensure safety and cannot damage the property or legitimate interests of
adjoining land users; any physical harm caused triggers strict compensation liability. It means that Crane is fully
liable for the replacement cost of her exotic plants and soil restoration. Therefore, the Court will legally force
Crane to pay full repair damages and mandate strict safety nets before any further structural construction can
proceed.
Scenario 8: Mr. Squat enters an abandoned, half-built concrete villa in 1995. He clears the weeds, installs
doors, pays local utility bills under his own name, and lives there openly with his family. The true owner had
fled the country and never filed any complaints. In 2026, after 31 years of continuous residence, Mr. Squat
files for ownership.
(a) Will Mr. Squat’s application to be recognized as the legal title owner be granted?
ANSWER: Yes, Mr. Squat’s application will be granted under the doctrine of adverse possession. According to
Article 236 of Vietnam’s 2015 Civil Code, a person who possesses a property without a legal basis but in good
faith, continuously, and overtly for a period of 30 years for immovable property shall become the lawful
owner. It means that the law values the productive utilization of resources and long-term societal stability over
completely abandoned titles; if an owner sleeps on their rights for over three decades while a possessor overtly
maintains the property, the law rewards the possessor with full title. Because Mr. Squat satisfied the 30-year
statutory timeline continuously and peacefully, he has acquired lawful ownership. Therefore, the state will legally
issue him the title deed.
(b) What would happen if the true owner suddenly returned in the 28th year of Mr. Squat's occupation and filed a
formal eviction lawsuit in Court?
ANSWER: The statutory 30-year adverse possession clock would be instantly broken, and Mr. Squat would be
legally evicted. According to Article 236 and the continuous possession metrics of the Civil Code, for an
ungrounded possessor to strip a title owner of their property, their occupation must be completely uninterrupted
and unchallenged by any formal legal claim for the entire 30-year window. It means that a single formal
lawsuit or police eviction complaint filed by the true owner before the 30th year acts as a total reset button,
reasserting absolute ownership sovereignty and destroying Mr. Squat’s claim to acquire title.
Scenario 9: A prize-winning breeding bull escapes from Mr. Field's ranch during a chaotic thunderstorm
and wanders onto Mr. Stream's farm. Mr. Stream captures the bull, realizes its value, and immediately uses
it to inseminate 10 of his cows, while hiding the bull in his back barn. Two weeks later, Mr. Field tracks
down the bull.
(a) Can Mr. Field demand the immediate return of the bull and claim damages for unauthorized use?
ANSWER: Yes, Mr. Field can demand the immediate return of the bull and claim full damages. According to
Article 231 of Vietnam’s 2015 Civil Code, a person who captures stray livestock must care for them and
immediately notify the local People's Committee to make a public notice; they only gain rights if no owner
claims within 6 months. It means that immediate hidden exploitation of a stray animal constitutes bad-faith
conversion of another person's property, stripping the finder of any protections and triggering full tort liability.
Because Mr. Stream secretly hid and exploited the bull for commercial gain, he violated the statutory stray
property procedures. Therefore, Mr. Stream must return the bull and pay full financial compensation to Mr. Field.
(b) Who legally owns the 10 calves born from Mr. Stream's cows that were inseminated by Mr. Field's prize-
winning bull during those two weeks?
ANSWER: Mr. Stream legally owns all the born calves, but he must pay Mr. Field a fair market breeding fee.
According to general civil property accession principles and Article 221, offspring born from livestock belong
to the owner of the female animal (mother), unless otherwise agreed. It means that biological property creation
is anchored to the ownership of the maternal asset that gestated the calf; Mr. Field cannot seize the physical calves,
but because his valuable breeding asset was utilized without consent via a tortious act, he has a solid legal right to
force Mr. Stream to pay the full market commercial value of the insemination services.
Scenario 10: Company Blue buys a commercial warehouse from Company Red. They sign a contract on
June 1, Company Blue transfers the full payment on June 5, and Red hands over the physical keys on June
10. The official transfer registration at the State Land Registry Office is finalized on June 28. On June 15, a
massive freak lightning strike burns the warehouse to the ground.
(a) Which company legally bears the risk of loss for the destroyed warehouse?
ANSWER: Company Red legally bears the risk of loss because ownership had not yet transferred at the moment of
destruction. According to Article 161(2) of Vietnam’s 2015 Civil Code and the Land Law, for assets where the
law requires ownership registration (such as real estate), ownership rights are formally transferred only from the
moment the registration procedures are completed in the official land register. It means that financial
payments and physical key handovers only create personal contractual links; the real property right and the
accompanying risk of loss only cross over when the state register is formally updated. Since the fire occurred on
June 15 and registration was finalized on June 28, Red was still the legal owner. Therefore, Company Red bears
the loss and must refund the payment.
(b) How would the allocation of risk differ if the destroyed asset was an unregistered, standard delivery truck
instead of a registered real estate warehouse, delivered under identical timelines?
ANSWER: Company Blue would bear the full risk of loss for the truck from June 10 onward. According to
Article 161(1) of Vietnam’s 2015 Civil Code, for standard movable assets that do not require mandatory
constitutional state registration, ownership rights are transferred from the exact moment the asset is physically
delivered and handed over to the buyer. It means that physical possession equals ownership crossover for
ordinary commodities; since Company Blue took the keys and accepted physical delivery of the truck on June 10,
they became the full legal owners. Therefore, a fire on June 15 is entirely their private financial loss, and they
cannot demand a refund from Red.
Follow-back question 1: What is the exact legal definition of "immovable property" (bất động sản) under Article
107, and do crops attached to the soil qualify as movable or immovable?
Follow-back question 2: What is the statutory timeline for an owner to reclaim a lost movable asset that does not
require registration from a bad-faith possessor?
6. EMPLOYMENT LAW (LUẬT LAO ĐỘNG 2019)
Scenario 1: Tech Company X hires a senior software engineer under a 2-year fixed-term labor contract. The
HR department includes a clause stating that due to the complex coding architecture, the engineer must
undergo a probationary period of 4 months, during which he will receive 80% of the standard salary.
(a) Is this probationary framework legally valid under the 2019 Labor Code?
ANSWER: No, this probationary framework is completely invalid because it violates both the maximum statutory
duration cap and the minimum wage ratio rules. According to Article 25 and Article 26 of Vietnam’s 2019
Labor Code, the probation period for positions requiring highly specialized or technical qualifications is strictly
capped at a maximum of 60 days for standard university-level professionals; furthermore, the probationary salary
must be at least 85% of the official salary. It means that the law sets rigid, non-negotiable employee protection
baselines to prevent management from exploiting new hires under degraded terms. A 4-month probation for an
engineer breaches the 60-day cap, and 80% salary breaches the 85% floor. Therefore, the clause is void, and the
company must adjust the terms retroactively.
(b) What legal status does the relationship instantly acquire if the 60-day maximum probation expires and the
company keeps the engineer working for another month without signing a new contract?
ANSWER: The relationship automatically transforms into a binding official labor contract by operation of law.
According to Article 27 of Vietnam’s 2019 Labor Code, if an employee continues to physically perform work
after the probation period ends, and the employer fails to provide a termination notice, the official labor contract
is deemed to have been successfully concluded. It means that silent corporate inaction functions as an absolute
legal acceptance of employment; the company loses its right to discard the worker without cause and must
immediately pay him 100% of the standard salary from day 61 onward.
Scenario 2: A logistics warehouse employs 9 workers. The owner writes a comprehensive 10-page document
titled "Internal Labor Rules", which includes strict fines such as deducting 200,000 VND from a driver's
salary for every 15 minutes of late arrival. The owner prints the document and posts it on the breakroom
door.
(a) Can the owner legally deduct wages based on these posted rules?
ANSWER: No, the owner cannot legally deduct wages because the rules are procedurally non-binding and the
penalty method is strictly illegal. According to Articles 119 and 127 of Vietnam’s 2019 Labor Code, although
an employer with under 10 workers is not mandatory required to register written rules with the state, an employer
is strictly prohibited from cutting wages or imposing financial fines as a form of labor discipline . It means
that the law treats a worker’s core salary as a protected livelihood asset, preventing corporate management from
acting as a judicial body that levies monetary extractions. Deducting 200,000 VND for lateness is a direct statutory
violation. Therefore, the rules are unenforceable, and any wage deduction executed under them is unlawful.
(b) What is the maximum statutory monetary ceiling for property damage deductions if a driver accidentally breaks
a company scanner worth 10 million VND?
ANSWER: The monthly deduction is strictly capped at 30% of the worker's actual monthly take-home salary.
According to Article 102 of Vietnam’s 2019 Labor Code, an employer can only deduct wages to claw back
compensation for physical property damage, but the total monthly clawback amount must not exceed 30% of the
employee’s actual monthly net salary remaining after statutory insurance and income tax subtractions. It means
that the law prohibits an employer from leaving a worker penniless in a single month for an accidental breakage;
the 10 million VND debt must be extracted slowly in small, statutory 30% monthly installments across multiple
months to protect the worker's baseline family survival.
Scenario 3: Ms. Jasmine works as a marketing designer under an active 3-year fixed-term labor contract.
On June 1, wanting to switch to a competitor immediately, she writes a resignation letter stating she will
leave the firm in 5 days. The manager threatens to sue her for breaching the 3-year contract lock.
(a) Does Ms. Jasmine have the right to resign without a specific personal reason, and is her 5-day timeline lawful?
ANSWER: Ms. Jasmine has an absolute right to resign without showing cause, but her 5-day timeline is unlawful
as it breaches the mandatory notice period. According to Article 35(1) of Vietnam’s 2019 Labor Code, an
employee has the absolute statutory right to unilaterally terminate their labor contract without needing to provide
any reason, provided that they fulfill a mandatory advance notice period of at least 30 days for a fixed-term
contract of 1 to 3 years. It means that while the law establishes total freedom of labor for workers (abolishing
the old requirement to show cause), it balances this by forcing the worker to give the employer adequate
operational time to find a replacement. By giving only 5 days' notice, she executed an unlawful resignation.
Therefore, she must remain for 30 days, or she will be liable to pay the company half a month's salary under
Article 40.
(b) Under what exceptional statutory circumstance could Ms. Jasmine legally walk away and terminate her
contract instantly with zero days of advance notice?
ANSWER: Instant resignation is legally valid if she was subjected to workplace abuse, harassment, or a failure to
pay wages. According to Article 35(2) of Vietnam’s 2019 Labor Code, an employee is completely exempted
from all advance notice requirements if they are mistreated, sexually harassed at the workplace, physically
assaulted by management, or if the employer fails to pay the agreed salary on time. It means that structural
employer misconduct completely shatters the notice balance; the law allows an abused worker to sever the toxic
employment relationship instantly with zero financial liability to protect human dignity.
Scenario 4: Due to a sudden drop in export orders during a market downturn, a manufacturing plant
manager unilaterally issues an administrative decree cutting the basic salary of all assembly line workers by
25% for the next 6 months to ensure corporate survival.
(a) Is this unilateral 25% corporate salary cut lawful under the Labor Code?
ANSWER: No, this unilateral salary cut is completely unlawful. According to Article 21 and Article 33 of
Vietnam’s 2019 Labor Code, wage rates and job descriptions are mandatory core elements of a labor contract and
can only be modified if both parties mutually agree through the formal signing of a written contract
amendment (phụ lục hợp đồng). It means that an employer cannot utilize internal handbooks or unilateral
executive power to bypass contract integrity and slash a worker's livelihood, as contracts are protected from
arbitrary corporate clawbacks during market swings. If the company faces a downturn, it must follow formal
restructuring or suspension protocols. Therefore, the manager’s unilateral wage cut directly violates mandatory
law and is legally void.
(b) What temporary mechanism could the company legally utilize under Article 29 to move workers to lower-paid
tasks during an operational emergency?
ANSWER: The company can temporarily assign workers to a different position for a maximum of 60 days,
maintaining strict salary protections. According to Article 29 of Vietnam’s 2019 Labor Code, in case of severe
business disruption or sudden natural disasters, an employer can temporarily transfer an employee to a different
job for up to 60 cumulative days per year; if the new position has a lower wage, the old salary must be fully
maintained for the initial 30 business days, and the subsequent new wage must be at least 85% of the old
baseline. It means that temporary redeployment is legal, but unilateral long-term salary slashing across the board
remains strictly prohibited.
Scenario 5: An accountant is caught by surveillance cameras secretly copying sensitive corporate client
databases onto a personal USB drive to sell to a competitor. The next morning, the furious Director calls the
accountant into his office, shows him the video, and hands him a termination letter dismissing him on the
spot.
(a) Has the company executed a legally valid dismissal?
ANSWER: No, the dismissal is procedurally invalid, even though the substantive grounds for dismissal are
perfectly valid. According to Article 122 and Article 125 of Vietnam’s 2019 Labor Code, while disclosing
commercial secrets is a valid ground for summary dismissal, the employer must mandatory follow a strict
statutory disciplinary procedure, which requires inviting the enterprise trade union, issuing an advance hearing
notice, ensuring the presence of the employee, and compiling formal meeting minutes. It means that the law
prohibits "on-the-spot" firings, forcing companies to respect due process and procedural transparency before
stripping a worker of their employment status. By firing him instantly without a formal hearing, the dismissal is
procedurally unlawful. Therefore, the accountant can sue for reinstatement or wrongful termination damages.
(b) What financial liability faces the company if a Court officially rules that this summary firing was a
procedurally "wrongful termination"?
ANSWER: The company faces mandatory punitive damages including paying full back-wages and a minimum of
2 months' salary as a penalty. According to Article 41 of Vietnam’s 2019 Labor Code, an employer who
wrongfully terminates a worker must mandatory reinstate the employee, pay all wages and social insurances for
the entire period they were blocked from working, and pay an extra compensation fine of at least 2 months of
their contractual salary. It means that procedural errors carry a massive financial sting; even if the worker is a
proven corporate spy, cutting corners on statutory due process forces the firm into heavy financial restitution
payouts.
Scenario 6: A major corporate restructuring forces an international enterprise to re-evaluate its entire
head-count strategy.
(a) Distinguish between the triggering events and funding metrics for "Severance Allowance" versus "Job-Loss
Allowance" under the 2019 Labor Code.
ANSWER: The distinction lies entirely in the underlying cause of the contract termination and the corresponding
scale of the exit. According to Article 46 and Article 47 of Vietnam’s 2019 Labor Code, a Severance
Allowance is triggered during normal contract closures, such as contract expiration, mutual agreement, or
lawful resignation, and is paid directly by the employer at a rate of half a month's salary for each year of service.
Conversely, a Job-Loss Allowance is triggered exclusively by mass structural disruptions, specifically corporate
restructuring, technological changes, or corporate mergers that eliminate whole sections of jobs, and is paid at
a rate of one month's salary per year of service. It means that severance addresses individual exits, while job-loss
addresses mass redundancy. Therefore, their statutory triggers are entirely distinct.
(b) Which state insurance scheme directly offsets the employer’s out-of-pocket funding burden for both allowances
since 2009?
ANSWER: The State Unemployment Insurance Scheme (Bảo hiểm thất nghiệp) directly absorbs the primary
payment liability for service periods after 2009. According to the Law on Employment and the Labor Code,
employers are only required to calculate and pay severance or job-loss allowances out of their private corporate
bank accounts for the specific working years prior to January 1, 2009; for all subsequent service years, the
worker collects their monthly unemployment support checks directly from the State Social Insurance Fund. It
means that modern redundancy funding is institutionalized via mandatory payroll tax contributions, drastically
lowering the direct liquidity shock hitting a restructuring firm.
Scenario 7: Company Alpha employs 15 full-time office workers. The director drafts a list of Internal Labor
Rules and prints it in a booklet distributed to everyone. He does not send it to the provincial Department of
Labor, Invalids and Social Affairs (DOLISA), believing registration is a waste of time.
(a) Are these booklet rules legally binding for enforcing disciplinary suspensions or firings?
ANSWER: No, these rules have zero legal effect for enforcing official discipline because the company failed to
perform mandatory administrative registration. According to Article 119(1) of Vietnam’s 2019 Labor Code, an
employer who employs 10 or more employees must mandatory formulate written internal labor rules and register
them with the state labor authority (DOLISA). It means that state registration is an absolute validity condition
for firms with 10+ workers, allowing regulators to audit policies to ensure management does not slip illegal
punishments into their internal policies. Because Company Alpha has 15 workers, they crossed the statutory
threshold. Therefore, the unregistered booklet is legally non-binding, and any discipline enforced under it is
unlawful.
(b) What administrative monetary fine does Company Alpha face from state inspectors for operating with
unregistered labor rules?
ANSWER: The company faces a direct administrative fine from labor inspectors under Decree 12/2022/NĐ-CP.
According to statutory administrative sanction rules, failing to formulate or register mandatory Internal Labor
Rules when employing over 10 workers triggers an administrative corporate fine ranging from 10 million to 20
million VND. It means that internal workplace regulations are treated as a matter of public policy and worker
protection; the state active policies enforce compliance through financial penalties to ensure that every expanding
enterprise integrates its internal rules into the formal regulatory tracking system.
Scenario 8: During a peak Christmas production rush, an apparel factory orders its seamstresses to work an
extra 5 hours of overtime every day for a week. The normal shift is 8 hours a day. The factory pays them
double wages (200%), and the workers enthusiastically consent.
(a) Does this massive seasonal overtime framework comply with the 2019 Labor Code?
ANSWER: No, this overtime framework violates the absolute statutory daily cap. According to Article 107(2)(b)
of Vietnam’s 2019 Labor Code, an employer must ensure that the number of overtime working hours of an
employee must not exceed 50% of the normal working hours in a single day. It means that for a standard 8-
hour shift, the absolute maximum legal overtime permitted per day is strictly capped at 4 hours; worker enthusiasm
or high overtime pay rates cannot override this public health ceiling designed to prevent physical exhaustion and
workplace accidents. Adding 5 hours of overtime directly breaches the 4-hour daily cap. Therefore, the
framework is illegal, and the factory can be heavily sanctioned by labor inspectors.
(b) What is the maximum absolute cumulative annual overtime limit that this garment factory cannot cross under
any circumstances?
ANSWER: The absolute mandatory annual overtime ceiling is capped strictly at 300 hours per year. According to
Article 107(2)(c) of Vietnam’s 2019 Labor Code, while standard industries are capped at 200 hours, specialized
sectors like textile, garment, and leather manufacturing are allowed an extended window, but cannot exceed a
maximum of 300 hours per year under any circumstances, and this extension requires advance registration with
local labor authorities. It means that the state draws an absolute protective wall around a worker’s long-term
health; cross the 300-hour milestone, and the factory faces severe statutory penalties and potential forced
operational suspension, regardless of worker consent.
Scenario 9: Ms. Ruby, an administrative assistant, informs her HR manager that she is 4 months pregnant.
Two weeks later, she is absent from work for 6 consecutive working days without calling because she was
hospitalized due to severe pregnancy complications. The Director, citing the company handbook which
allows firing for 5+ days of unexcused absence, issues an immediate summary dismissal.
(a) Is this summary dismissal lawful under the Labor Code?
ANSWER: No, the dismissal is completely unlawful because pregnant workers enjoy an absolute protective shield
against unilateral termination. According to Article 37(3) and Article 137(3) of Vietnam’s 2019 Labor Code, an
employer is strictly forbidden from unilaterally terminating a labor contract or dismissing an employee on
the grounds of pregnancy or maternity leave, and pregnancy complications constitute an automatic acceptable
justification for absence. It means that maternal protection operates as an absolute public policy shield that
completely overrides ordinary corporate attendance policies; a company cannot fire a pregnant worker for medical
absences. Therefore, the dismissal is completely null and void, and the company must reinstate Ms. Ruby and pay
full back-wages.
(b) Can the company legally refuse to assign Ms. Ruby to heavy warehouse lifting tasks when she returns, and are
they allowed to cut her salary to match her reduced physical workload?
ANSWER: The company must mandatory reassign her to lighter work, but they are strictly forbidden from cutting
her contractual salary. According to Article 137(2) of Vietnam’s 2019 Labor Code, upon receiving notice of
pregnancy, a worker performing arduous or hazardous tasks is entitled to be transferred to lighter duties or
receive a 1-hour daily reduction in working hours while fully maintaining their entire contractual basic
wage and benefits. It means that the law forces corporate entities to absorb the logistical cost of maternal health;
lighter work cannot be used as an excuse to downgrade her financial status or reduce her standard livelihood
earnings.
Scenario 10: Mr. David has been working for a tech corporation for 5 consecutive years. He catches a severe
case of pneumonia and is hospitalized for 4 consecutive working days, unable to call his manager due to
being in the intensive care unit. On the fifth morning, he returns with an official hospital certificate. The HR
manager fires him on the spot.
(a) Is this immediate termination lawful?
ANSWER: No, the termination is unlawful because the employee has an objective acceptable justification and has
not crossed the statutory temporal threshold. According to Article 36(1)(e) of Vietnam’s 2019 Labor Code, an
employer can only terminate a contract immediately if the employee is absent from work without acceptable
reasons for at least 5 consecutive working days. It means that the law requires a full 5-day continuous block of
completely unexcused, unjustified absence before triggering immediate termination, and an official hospital
certificate serves as a valid legal defense that erases the "unexcused" element. Since Mr. David was only absent for
4 days and possessed an objective medical reason, the firing is a flagrant violation. Therefore, the termination is
unlawful.
(b) What must the company legally do regarding Mr. David's salary for those 4 days of documented medical
hospitalization?
ANSWER: The company does not pay his standard corporate salary, but Mr. David is entitled to collect statutory
sickness allowances from the State Social Insurance Fund. According to the Law on Social Insurance and the
Labor Code, during official, documented medical sick leave, the employer’s wage obligation is temporarily
suspended, and the State Social Insurance Scheme steps in to pay a sickness benefit equal to 75% of his
registered salary baseline. It means that the corporate entity is protected from funding non-working medical
days out of pocket, while the worker’s financial survival is insulated through the mandatory public safety net,
provided the hospital certificates are formally filed with the state insurance office.
Follow-back question 1: What is the maximum statutory duration for a temporary assignment where an employer
moves a worker to a different job position due to operational emergencies under Article 29?
Follow-back question 2: What are the strict legal limitations regarding the employment of minor workers under the
age of 15?