Pháp luật đại cương note

Pháp luật đại cương (Trường Đại học Ngoại thương)

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 BUỔI 1
Vietnamese legal documents:
1. CONSTITUTION 2013
2. CIVIL CODE 2015
3. LAW ON COMMERCE 2005
4. LAW ON PROMULGATION OF LEGAL DOCUMENTS
5. LAW ON TREATIES 2016

State and law: nhà nước và luật pháp

Civil law vn: luật dân sự
Public int law: công pháp quốc tế
Private int law: tư pháp quốc tế
remedy: chế tài(=punishment)
framework: cơ cấu tổ chức
law on treaties: luật điều ước quốc tế
CISG: (convention on contract for international sale of goods): công ước quốc tế

Article 317: forms of resolution of disputes

1. Negotiations between the parties.
2. Mediation between the parties by a body, organization or individual selected by the parties
to act as the mediator.
3. Resolution by the Arbitration or the Court.
Procedures for resolution of commercial disputes by arbitration or a court shall comply with
procedures applicable to arbitration or courts provided for by law.
PHÂN TÍCH
1: negotiation (thương lượng) between the parties:
- informal conflict resolution, can be voluntary.
- confidentiality(mức độ bảo mật): depends on the parties' agreements and the context
in which negotiation takes place.
- refers to the process of discussion and communication between parties involved in a
legal dispute or transaction with the goal of reaching an agreement or resolution,
without the need for formal litigation or court proceedings.
- không thành công thì go to mediation
- Negotiation is a process where parties in a dispute communicate directly with each other to
reach a mutually acceptable solution. It can be informal and can involve discussions,
proposals, and counteroffers between the parties. Parties negotiate their own terms without
the involvement of a third party(no need mediator)
2: mediation (hòa giải):
- can be both voluntary and court-ordered,
- confidentiality(mức độ bảo mật): higher degree
- Mediation involves a neutral third party (bên thứ 3 trung lập),, known as a mediator (hoà
giải viên), who facilitates communication and guides the parties toward a resolution. The
mediator does not make decisions but helps the parties explore options and find common
 ground, do not impose(áp đặt) a decision. Mediation is a more structured process
compared to negotiation.
3: resolution by the arbitration (trọng tài) or the Court
=> go step by step if you can, but in VN, we don’t need to go step by step because it is not
compulsory. Parties typically choose one or the other based on their preferences, contractual
agreements, or legal requirements. It will depend on the parties contract, 3 forms above are the
choices for business to choose. If a business chooses the 1st one (negotiation), it will be a cost-
saving, time consuming process. When you have an argument, it must be supported and evidenced
by the article in the law.
Note:
sơ thẩm (first court),
Midnight clause: điều khoản nửa đêm: the clauses of a contract negotiated or simply drafted at the
very last minute in a rush to close a transaction. Typical midnight clauses are the dispute resolution
clauses (e.g., arbitration clauses and choice of forum ones) and the choice of law clauses .

DISCUSSION THE CASES

1. A restaurant guest is unhappy with the quality of service provided during his meal.
He complains to the manager and angrily demands his money back, but his meal has
been eaten. Is the guest legally entitled to a refund?
- Law can be governed: Law on Consumer Protection 2010, Commerce Law
(giữa 2 company thôi), Civil Code (luật apply time you born → to time
you die).
- Giữa seller và buyer này vẫn có contract (Obligation to make payment-
Obligation of restaurant is to give service)- ko nhất thiết written contract, is
agreement that does good, btw 2 parties, to set up agreement. Whether the
restaurant failed to perform the obligation-> we need to give evidence to
the court-> what is the legal issue here, but it is hard in this situation to give
evidence because the cus already ate the meal. So hard to get back.
- It also depend on res policy, they might offer many solutions to reach the cus
-> economic perspective
- Step để làm bài: identify legal problem → find it in a law related
2. A resort employee is arrested by the local police for driving under the influence of
alcohol. He is employed by the hotel as a van driver, but was not on duty at the time
of the arrest. Should the hotel suspend his employment?
- Art. 7 and 8 of the road traffic law 2008, violators will be fined and have
their driver’s licenses revoked for a limited time if they drive under the
influence of alcohol=> the resort employee’s license shall be revoked and
he was not on his duty at that time=> have the right to suspend.
- Article 25.1 of Law on Handling of Administrative Violations 2012, During
the period of revocation of licenses and professional certificates, individuals
and organizations are not allowed to carry out activities stated in the licenses
and professional certificates=> he was not on his duty of his work at that
time=> have the right to suspend.
- Art 125, clause 2 of Labour Code 2019, the company can have the right to
suspend its employees if the employee’s behavior causes huge damage to
the company. => The resort employee is a van driver, so he/ she cannot
conduct
 his job during the period of revocation of his/ her licenses. The company
should suspend him to protect its benefits.
- criminal code 2015: if he goes to jail, he will be suspended.
- Labour contract between the company and driver: unless it is mentioned
in the labor contract
3. A hotel food and beverage director is presented with a bottle of rare and expensive
wine as a Christmas gift from her linen vendor. Can she legally accept the gift without
threatening her employment status?
- Based on the definition in Article 3.9 and the wording of Article 22.2, the
regulations and restrictions regarding gifts-giving under the Anti-corruption
Law 2018 only apply to State-owned enterprises, state agencies,
organizations, units, and public officials. Enterprises and organizations in
the non-state sector must carry out self-examination for timely detecting and
handling, or proposing competent agencies to handle acts of corruption
occurring in their enterprises or organizations. => So she can legally accept
the gift without threatening her employment status.
- Need to check the COC (Code of Conduct) - Bộ quy tắc ứng xử beforehand
to see if it is legal to receive the present without trespassing. Each
company has a different COC too.
- bribery or not? only Gain benefit about economic between them, if
we receive more than 10 million in VND, not allow to own that
money or asset=> bribery
4. A franchise restaurant owner receives a letter from her franchisor stating that the
“casual Friday” dress code policy recently adopted by the owner is in violation of
the franchise agreement. Must the owner change her policy?
- First, the owner has to find out whether the “casual Friday” dress code
violates the franchise agreement. They have to discuss to see if there is an
obligation for employees to wear uniforms when working or just
optional.
- If it does not violate the franchise agreement, she can tell the franchisor to
check again the decision. If it does violate, she must immediately change
the policy to satisfy the franchise agreement or she will have to compensate
for the franchisor agreement.
- → You have to stick with what you signed in the contract and comply
with=> check cai franchise agreement
- → be careful when signing any contracts, everything dường như based on this
khi có disputes

BUỔI 2
CHAPTER 1: STATE AND LAW
 1. Definition of law
Law may be defined as a body of rules, created by the state, binding within its jurisdiction (ràng
buộc trong quyền hạn xét xử) and enforced with the authority of the state through the use of
sanctions.

- system of rule but not all the system can be the rule.
- Quốc hội làm ra luật VN (NATIONAL ASSEMBLY)
- LEGALLY TO ALL CITIZEN in our society AND kiều bào VN
- enforced: u have to follow the rule, or you'll be punished by the gover, the state.
2. Sources of Law

Legislation (văn bản Luật): also known as the acts, are forms of law that can
provide the authority to make regulations

- Made by National Assembly

- 3 main: constitution, act, code
- Constitution:(Hiến pháp)
- Hiến pháp đầu vào năm 1946, read by HCM
- Constitution mới nhất là 2013
- Vì sao nói sống và làm việc theo Hiến pháp và Pháp luật VN?
- constitution: A collection of laws and regulations creating a ruling
document for a gover, basic law, fundamental law, supreme law (luật tối
cao của 1 quốc gia: on top of vn law system): Human right, economy,
culture, foreign affair issue, political, education,...
- if there is the conflict between constitution and law? => choose
constitutional=> law mà trái vs constitution gọi là unconstitutional (vi hiến-đi
ngược lại vs hiến pháp)=> cái law đó hay document đó sẽ
abolished/revie/amended (bãi bỏ, xét lại, sửa đổi)
- ex: every human has just 1 vehicle-> the law restricts our priority
=> choose constitution=> must be abolished or revie/amended this.
- ex bout constitution of students: Democratic Rights and Academic
Freedom: The Constitution can protect students' rights to participate in the
democratic process, to freedom of expression and to study, without
unlawful interference.
- Acts (luật):
- company acts or company law? the same: acts used in some countries.
law use in VN: VD: LAW BUSINESS, depend on the country to name it=>
legality the same.
- Codes (bộ luật)
- ai make law
- , ai make code: the national assembly, the same legality, not higher than
the other, carry the same legality, law is specific fields.
- ex: commercial acti generally run by the traders, civil code, not the
commercial law
- ex: franchise restaurants belongs to civil code
 - ex: want to set up business, think bout form of company , vd:
partnership, dn tư nhân, limited liability company, joint
venture(do with oversea),… => mention in the specific law.
- the code: criminal code, labor code, maritime code, criminal offense code bộ
luật tố tụng dân sự, hình sự (broad)
- => most of the time the law must be applied to specialized law(luật
chuyên ngành) first in some cases.

Delegated Legislation (văn bản dưới Luật): is law made by some person or body
other than parliament, but with the permission of parliament: ordinance, decree,
circular, decsion

- ordinance: pháp lệnh: (highest): a law or rule made by committee (a gov or authority, not
by the state)
- Why do we need to have ordinances when we already have the law?
- law general, hard to change, need another legal doc to support the law, hard to
modify;
- st new not covered by the law yet, we can’t make the new law in moment cus
depend on the national assembly, unstable and keep changing society=> still need
agency or legal doc cover those things=> ordinances and if it will be stable, it will
update the law
- who make ordinances in VN=> Standing Committee of the National
Assembly (UỶ BAN THƯỜNG VỤ QUỐC HỘI)
- decrees: (nghị định): an official statement that something must happen
- The government ban hành, to make the law clearly, used to provide guidance, that
is why law complify by many decrees, it is the detail of the law.
- Ex: degree to implement law on commerce,...
- circulars (thông tư): lowest: used to guide and explain in detail about general rules of

(in all the decree) Ministries in under the

legal documents

control of the government.

- who: Ministers, 4 heads of ministerial-level agencies (thủ trưởng cơ quan ngang bộ):
position equivalent to the ministry Committee for Ethnic Minority Affairs; the State
Bank of Vietnam (the governor of the state bank) ; the Government Inspectorate of
Vietnam; and the Government Office, Procurator General of the Supreme People’s
Procuracy(viện trưởng kiểm sát nhân dân tối cao), Chief Justice of the Supreme

People’s Court (chánh án toà án nhân dân tối cao) => come to individuals
can make circulars
- Functions: lowest in term of legal documents,
- official letter: công văn: kh phải là legal doc, kh phải văn bản luật hay văn
bản dưới luật, not cover by the law, have to use it with …
- Decisions: ban hành các hiến pháp đऀ thực hiện ch 甃ऀ trư 漃ᬀng nhà nước: issued by
the prime minister, president, people committees of province, districts, communes...

BUỔI 3

3. Categories of law:
- it is common to divide it into categories:

- Criminal law and civil law

- Private law and public law
 - Substantive law and procedural law
- Common law and civil law

CRIMINAL VS CIVIL LAW:

HOMEWORK:
Meaning and examples about terms,
questions regarding the table in the next
class
- Phân tích:

Purpose:
- Criminal:
- To punish the perpetrator (thủ phạm) of the crime; to deter others from
committing the private wrong same crime in the future. Maintaining public order,
preventing harm to society, and punishing individuals who commit crimes
against the state or society as a whole.
- ex: involve offenses that are considered harmful to society, such as theft, assault,
murder, fraud, and drug trafficking (trộm cắp, tấn công, giết người, lừa đảo và
buôn bán ma túy).
- Civil:
- seek a remedy (biện pháp khắc phục) for a private wrong. Focuses on resolving
disputes between individuals, entities, or organizations and providing remedies
for those who have suffered harm or a violation of their rights. => less serious
compared to criminal
- Ex: contract disputes, property disputes, personal injury claims, family law
 matters (divorce, custody), and more.

Parties:

- Criminal: Public prosecutor : initiate a criminal

case= ppl’s procuracy in vn (truy tố công
khai) prosecutes (khởi tố vụ án hình sự) the
accused/defendant (both crimal and
civil) (bị cáo)
- Plaintiff (nguyên đơn) the one who initiate the civil case
Civil:

take the action to sue the defendant sues the defendant (bị
đơn: after you are heard by the court >< suspect:
bị can) the one who is sued by the plantiff (or: claimant sues
respondent) the
vietnamese meaning remains constant
- Appeallant: người kháng cáo >< respondent
- The state is to decide to convict you or not, the family of
the victim cannot forgive you….

Bị can : suspect
Discretion to initiate an action (qđ để bắt đầu action)

- Criminal:
- The discretion whether or not to initiate an action lies with the state (depends on
state), or the state decide to investigate or not
- Civil:
- The discretion whether or not to initiate an action lies with the plaintiff, the
plaintiff has the power to sue u or not, if sue, it is a case at the court.

Burden of proof (sự chứng minh):

- Criminal:
- Public prosecutor must prove the case beyond reasonable doubt (nghi ngờ có cơ
sở, hợp lý)
- the standard evidence to convict the defendant, guilty=> strict, strong evidence, may
affect their life so it requires strict, high standard of proof, evidence better than
civil
- Civil:
- Plaintiff must prove case on the balance of probabilities (xác suất cân bằng)
- need balance, happend between 2 people, not affect other people, standard not
be high, acceptable

Decision of the court:

- Criminal: guilty or not guilty
- Civil: Liable or not liable (chịu trách nhiệm hoặc kh)

Sanctions (lệnh trừng phạt):

- Criminal: Jail sentence, fine, other
- Civil: Damages (tiền bồi thường), specific performance (thực hiện cụ thể: biện pháp đền bù
trong hợp đồng), injunctions (lệnh cấm), other

DISCUSSION
1) Armed team broke into a bank: Criminal
2) A works for a restaurant and the restaurant failed to pay him salary for 2 months: Civil
(relation between employee and employer)
3) A has his house for foreigners rent: civil
4) A killed B for money: criminal: murder
5) While driving the car beyond speed limits, A crashed into B and made him injured: depend
on percentage of damage
6) a married couple wanted to divorce: civil
7) Seller fails to deliver goods on time to buyer: civil: transaction bet not affect other else
8) A customer got poisoned after having lunch in a restaurant: depend on the condition of the victim
 It is a boundary tort and criminal
9) Disagreeing with each other on how to share the house left by a father, the two brothers
fought each other until death: both criminal and civil (related to murder and heritance (di sản)
- Conflict : civil law
- Fight until death :criminal
10) Being much impressed by huge profit, A involved in trafficking heroine: criminal
11) A involved in trafficking newly born babies abroad: criminal: traffic: related to criminal code
12) A company makes his drinking products having labels easy to confused with Lavie:
civil: trademark belongs to civil law
 Note: Panel code to do some cases above:
Article 260. Offenses against regulations on road traffic
1. Any person who violates regulations on road traffic safety in any of the following cases shall
be liable to a fine of from VND 30,000,000 to VND 100,000,000 or face a penalty of up to
03 years' community sentence or 01 - 05 years' imprisonment: a) The offense results in the
death of 01 person or bodily harm to 01 person who suffers from ≥ 61% physical disability;...
2. If the offense results in bodily harm to 01 person who suffers from 31% - 60% physical
disability, or bodily harm to 02 or more people who suffer from a total physical disability
of 31% - 60%, the offender shall be liable to a fine of from VND 30,000,000 to VND
100,000,000 or face a penalty of up to 03 years' community sentence.

PRIVATE AND PUBLIC LAW: Công pháp and tư pháp

- Phân tích:
- Private:
- Private Law deals with the relationships between ordinary people in everyday
transactions
- That includes you and me, as well as businesses and companies.

- Public:
- Public Law deals with the relationships between government organizations
and ordinary citizens, also between different government organizations.
 - DISCUSSION:
- Criminal law: public. Investigation, prosecution,.. : conducted by the state agencies
- Constitutional law: : related to state and citizen, mention about human right (your
rights are protected by the gov) , obligation of us towards the state, protected by
the government, if u fail to perform obligation=> vi phạm

- Administrative law: private: luật hành chính: Relates to the management and operations
of administrative agencies, as well as their rights and responsibilities towards the public.
- ex:
- + when u get married, u have go to marriage registration=> relationship between you and
local agencies
- + cross red light: pay the fine to police
- Law of contract: private
- Tort law (bồi thường thiệt hại ngoài hợp đồng): private
- Property law: private
- Family law: private
- Company law: private

SUBSTANTIVE AND PROCEDURAL LAW:

-
Substantive Law: (Luật nội dung) Defines rights and obligations
- Civil Code: This is often a significant part of substantive law, defining the rights
and obligations of individuals and entities, property rights, contracts, family
matters, and inheritance rights. => substantive only
- Law on Commerce: This may also be substantive law, regulating aspects related to
business and commerce, such as commercial contracts, trade transactions,
consumer protection, and other business-related issues.
- Law on enterprise: set up a company, settle conflicts between members of a
company => find out who is right/wrong
- Labour code: u sign a contract the company and they fire u after 1 month => what
are ủ rights/ obligations => based on the labour code
- Procedural Law: luật tố tụng (luật hình thức): Establishes processes for resolving disputes
- find the solution, but they can give you the procedure, witness,…
- Civil Procedure Code: This is procedural law, governing the processes and
procedures for resolving civil disputes (what is the evidence needed,…),
including lawsuits and court proceedings.
- Criminal Procedure Code:
- Commercial Procedure Code: Also procedural law, focused on the resolution of
commercial disputes, including procedures related to business and commerce.
- Law on Commercial Arbitration: This is procedural law concerning the resolution of
commercial disputes through arbitration rather than through court proceedings.
(can be both, cause tell the rights and obligation, also about the kiu tờ(này là qq gì
nghe kh kịp), carry both
 VN commercial arbitration law: a combination of substantive and prodecural
+ The procedures to settle a dispute via an arbitrator
+

BUỔI 4
CiIVIL LAW AND COMMON LAW: describe legal system: the way the law is structured and
operated in a country

Common law: ( thông luật)

- hệ thống pháp luật Anh Mỹ => describe the legal system based on the English legal system.
- Ex: Malaysia, Singapore, India, Australia, New Zealand, Hong Kong (colony of England),..
- One of the unique features of the common law is that it is judge-made law (phán xét tạo ra
luật): law made by the judge, through precedents (án lệ), The judgments of courts operate
 not only to resolve the particular dispute of the specific parties before the court, but also
stand as precedents for the resolution of future disputes of a similar nature.
- Case law is merely the rules of law announced in court decisions. Case law may
consist of interpretations of statutes, regulations and provisions in the constitution
- the role of case law in vn is limited than in USA, has 2 main aspects:
- deal with st new, not cover by other sources of law
- can use to get argument convincing
- A precedent is a decision that furnishes an example or authority for deciding
subsequent cases involving identical or similar legal principles or facts. (action,
situation or decision has already happened, can be used as a reason why a similar
action or decision should be performed or made)
- Fundamental:
- The doctrine of Stare decisis - a Latin phrase meaning “to stand on decided cases.”
have 2 aspects:
- A court should not overturn its own precedents unless there is a compelling
reason to do so
- Decisions made by a higher court are binding on lower courts.
- sources of common law: precedents, statutory. If there is a conflict between 2 of
these, the statutory law will prevail (chiếm ưu thế) because the statutory law made
by the government, còn cái kia made by the judge.

Civil law (Dân luật)

- The difference between this one and the previous
+ The branch/area of law (administrative, criminal, contract,..)
+ A legal system: the way a law is structureed and operated in a country => Two most common
ones: civil and common

- In civil law, Collection of people, the highest authority organization establishes the law.
- Ex: china, vietnam, germany, africa,france, spain, itali, russia, turkey
- Ex: Malaysia, Singapore (used to be one country => foolow the same legal system, India),
Australia, New Zealand, Hong Kong (colony of the UK -> bring the culture, the legal system in),..
common law, papua new guinea

- Sources of law: In VN: statutory law (luật thành văn), common still has:
1. Precedents: một số vụ án tiêu biểu được toà án nhân dân tối cao lựa chọn làm án
lệ, chỉ có giá trị tham khảo, mấy tòa án cấp dưới không bắt buộc tuân theo.
2. Statutory Law: If conflict, the statutory law will prevail, because the precedents
made by the judge, the statutory made by the parliament (quốc hội-higher
authority)
Other legal system: islamic law (shariah law) (he thong phap luat hoi giao)
1. Yemel, jordan, palestine, afgahnistan
2. Special thing about this: isla - people who live or reside in those countries normally they
are Buddhism - hard to identify what part …:
- Heavily affected by religion
 - khac nghiet sentence robbery → deal penalty
- Serious law and obligation to female , restriction in female, sth unfair (can not go out
without covering your face and hair), abt the business culture, can not buying hair
dye
- One male allow to get married up to 4, treat all wives equally
- “Halah”: they can not buy everything (chicken) have some
standards to .., the chicken → food designed for buddhism only →
dont eat pork (consider pig is dirty): severe punishment death,
most dangerous u death u can not go to the heaven - your body not
clean then not allowed to go to heaven
Source of law - legislation and delegated legislation: Quarran, sunnah - a combination of
law and religion
Explained law:

The Qur'an: islam depend on this law also

Pros and Cons of precedents:

1. Pros:
+ Certainty and predictability: outcome can be predicted
 + Time-saving: based on previous cases which have similar characteristics and situation,
so the resolution of the on-going court will take a shorter time to be reached, make the
process of prosecution much more straightforward and effective.
+ Fairness + Equality: apply the same case law => fair among the different cases
+ provide a more realistic way of judging different cases instead of analyzing the law
+ prevent the mistakes, help the judgment more convincing, create consistency and uniformity
(tính đồng đều)
+ fill the gap for the current law
+Creating consistency: make the system,uniform
+Enhance justice in the legal system +Flexible: dealing with new made law
2. Cons:
+ laws are old-dated -> precedents is flexible, and can bring innovation to the law
+ Rigidity: unjust outcome
+ Injustice: legal consequences from rigidity
+ Hard to apply: many case laws need to pick up the right case but it is very hard for
the unprofessional.
+ sophisticated system
+ segregation but equality
+ conflict and confusion

The roles of precedents in VN

- assist judge in their judgment

- make judgment more convincing
- not compulsory
- precedent in VN is NOT legal document (based on article 4: law on promulgation of law)
- resource of law but not legal document

-> neu ko co
- to apply when there is no law governing that situation
- still have obligation -> limited

1. Who made the precedents?

+ The supreme people's court, collect the precedents from many lower courts and
pronounce, (the precedents are not automatically applicable of every level of court. The
court has to pronounce them)
+ 60 precedents in VN law
2. Under the sources of law in VN or not?
 + Yes, but the role is really limited. The statutory law will be applied first, the second is
the customary law, the third is based on the analogy of law (tương tự pháp luật), 4
based on the precedents.
+ Opposite to the common law, in which precedents is applied first
+ Compare the precedent in VN versus in the other country

CIVIL law:

- Legal documents: precedents and case law are not legal documents. Still binding but the
form are not legal documents
- The precedents in Civil law system are not widely used but still is a source of law
1. Civil Laws are a codified set of legal rules.
2. The codified Law bears a binding for all. There is little scope for judge-made law in civil
courts. Yet, looking into the practical aspect, the judges follow the precedents.
3. Writings of the Legal Scholars do have a substantial influence on the courts.

Legal norm (Quy phạm pháp luật):

- a mandatory rule of social behavior established by the state

- Compare to the law: the same, law is the collection of the legal norm
- One point in the law is the legal norm (Articles, clause, point)
- Elements of a legal norm:
+ Hypothesis (Giả định): who and in which situation: describes the circumstances in
which the disposition or sanction of the norm come into action. (bắt buộc có-compulsory)

- independent and dependent variables (các biến độc lập và phụ thuộc) are
parts of hypothesis.
- *an independent variable (1) stands on its own and is not changed by other
variables.
- *The dependent variable (2) depends on other factors.
(1) can cause a change in (2) but (2) cannot cause a change in (1)
- Ex: How does the amount of makeup one applies affect how clear their skin
is? (Mức độ trang của một người sẽ ảnh hưởng ntn đến làn da trắng sáng của
họ)
- (1) is makeup and (2) is the skin

+ Disposition (Quy định): the right and obligation of a person or organization.

(compulsory as well but can be implied (ngụ ý) in legal norm)
 - What should/must/not allowed the parties do? Go against disposition
Sanction
- +the court’s final determination of the case at issue
- +act of transferring of surrendering a piece of property (hành vi chuyển nhượng
1p tài sản) to another person by way of a will or deed (chuyển nhượng, giao
tài sản cho người khác = di chúc, chứng thư)
- Ex: husband and wife want to divorce, they have to submit all of the
necessary paperwork. The judge reviews the paperwork and signs off on it,
then marks the case as “disposed”

+ Sanction (chế tài): Fail to follow the law => the punishment (không bắt buộc):
defines the consequences for persons who violate the prescriptions of a particular norm
(xđ hậu quả đối với người vi phạm quy định của quy tắc cụ thể)
- more popular in criminal law
- Other meaning of sanction:
- give permission: “the authorities have only sanction 3 types of
treatments for this illness”. It means that only three treatments are
allowed.
- punish a person: if you sanction a person (in your own country), it
means to take action against them to make them obey the law.
Otherwise, you punish them for disobedience.

Discussion:
- hypothesis+disposition
- Hypothesis+Disposition+Sanction: married man is not allowed to live with another as
spouse
- Hypothesis+Disposition
+ Not every legal norm consists of all 3 elements.
o Constitution: almost no sanction, basic principle. Read the criminal code ->
sanctions are clear in the legal norm, it would be specially disposition is unclear
and hidden from the legal norm
 BUỔI 5
Discussion:

1. Legal norm on the recognition of same-sex marriage.

2. Late coming policy for company employees.

BUỔI 6
Origin of State:

Primitive community/classless society (had a relatively small-scale social structure.)

A primitive community, often referred to as a "prehistoric community" or "ancient community," is a

term used to describe early human societies that existed before the development of advanced
technologies and complex social structures. These communities typically had a simple way of life,
relied on hunting and gathering for sustenance, and had limited material possessions. They are often
characterized by their close connection to nature and a lack of modern amenities.

=> class society-> state

What are the reasons for the birth of states?

- get closer to understand the state as a historical fact rather than as merely an abstraction
of political philosophy
- avoid some of the fallacious (sai lầm) thinking about the state
Security and Protection: One of the primary reasons for the birth of states is the need for
security and protection. Early human communities formed organized structures to defend
themselves against external threats, such as raids from other groups or attacks by predators.
States could provide a centralized authority capable of maintaining order and protecting their
citizens.
Resource Management: As societies grew and developed more complex economic systems, the
management of resources became essential. States could play a role in regulating access to
and distribution of resources, such as agricultural land, water, and trade routes.
Conflict Resolution: States often emerged as a means of resolving conflicts within a society.
Formalized legal systems and institutions helped mediate disputes and enforce rules and
laws, which contributed to social stability.
Population Growth: As populations increased, the need for more organized governance
structures grew. Larger communities required coordination in areas such as infrastructure
development, healthcare, and public services, which states could provide.
Cultural and Social Identity: Shared cultural and social identity can bind people together and
lead to the formation of states. Common language, customs, and beliefs can create a sense of
unity and a desire for self-governance.
Technological Advancements: Advances in technology, such as the development of agriculture,
writing systems, and transportation, could facilitate the growth of complex societies and the
emergence of states.
 What is a state?

- Special political organization

- Protect the rights and interests of the ruling class (giai cấp thống trị)
- Maintain the stability of the society
- Have enforcement power (quyền thực thi)

Separation of powers:

- Legislative power (lập pháp): power to make the law (làm luật): n/a
- Executive power (hành pháp): power to administer the law (quản lý)
- Judicial power (tư pháp): power to interpret the law (giải thích): standing commitee

Forms of states:
State Apparatus: (bộ máy nhà nước):

BUỔI 7

Chapter 2: Business contract:

- Fundamental of the contract:

A contract is “a promise or a set of promises for the breach of which the law gives a
remedy, or the performance of which the law in some way recognizes as a duty”
=> a contract is an agreement that can be enforced in court
Contract means an agreement between parties in relation to the establishment, modification
or termination of civil rights and obligations. (Art 385 –Vietnam Civil Code 2015) (main content is
set up the right and obligation)
=> civil contract

- Essence of contract(bản chất của hợp đồng):

- Any commitment or agreement which does not violate a prohibition by law or is
not contrary to social morals is binding for performance by the parties and must
be respected by other parties.”
- ‘...From the time when a contract takes effect, the parties must exercise the rights
and perform the obligations to each other as undertaken. The contract may only
be amended or canceled as agreed by the parties or as provided by law. .’
 → CONTRACT = LAW (=> the contract when it is established it become the
law for contracting parties)
-> Legal validity: giá trị pháp
-> Commitment: lời cam kết

- Classification of contract:
a. Bilateral contract (song vụ) vs Unilateral contract (đơn vụ)
Both parties involved exchange promises to perform certain actions. In other words, each
party makes a promise to the other, and these promises form the basis of the contract. It is
a "promise for a promise" contract.
- Bilateral contract (công vụ)
A bilateral contract is a contract whereby each party has an obligation to the other.
Ex: Let's say Alice agrees to sell her bicycle to Bob for $200, and Bob promises to
pay Alice $200 in return. In this case, both Alice and Bob have made promises to
each other, forming a bilateral contract. If either party fails to fulfill their promise
(e.g., Alice doesn't give the bicycle, or Bob doesn't pay $200), the other party may
have legal recourse to enforce the contract.

- Unilateral contract (dân vụ)

A unilateral contract is a contract whereby only one party has an obligation.
A unilateral contract is a type of contract in which one party makes a promise
to perform a particular action if the other party chooses to accept the offer by
performing a specific act. It is a "promise for an act" contract. (bên kia được chọn sẽ
làm hay không)
Example: Let's say Alex offers a reward of $100 to anyone who finds and returns his
lost dog. In this case, the contract is unilateral. Alex has made a promise (to pay
$100) in exchange for a specific act (finding and returning the lost dog). If
someone finds the dog and returns it, they have accepted the offer by performing
the required act, and Alex is obligated to pay the $100 reward. However, if no one
finds the dog and performs the act, there is no contract and no obligation to pay the
reward.

b. Principal contract (HĐ chính) vs Ancillary contract (HĐ phụ)

- Principal contract: (hợp đồng chính)

A principal contract is a contract the effectiveness of which does not depend on

another contract.

ex: credit contract, loan contract

mortgage (ancillary) - thế chấp (ensure i can pay back)=> Mortgage contract depends
on credit contract

=> principal lead to determination of ancillary (not versus)

 - Ancillary contract: (hợp đồng phụ)

An ancillary contract is a contract the effectiveness of which depends on a principal

contract.

ex: security contract - hđ bảo đảm

ex: Let's say you decide to purchase a car from a dealership. The main contract,
which outlines the terms and conditions of the car purchase, including the price,
payment schedule, and any warranties, is the principal contract. This is the primary
agreement that governs the sale of the car between you (the buyer) and the dealership
(the seller). The principal contract is the central agreement that creates the legal
relationship between the parties involved.

Now, let's consider some ancillary contracts that might be associated with the
purchase of the car:

Loan Agreement: If you finance the car purchase through a bank or lending
institution, you would enter into a separate loan agreement with the lender.
This loan agreement is ancillary to the principal contract because it supports
the purchase by providing the necessary funds.

Warranty Agreement: The dealership might offer you an extended warranty

for the car. This warranty agreement is ancillary to the principal contract as it
provides additional terms and conditions related to the car's warranty
coverage.

Insurance Policy: To protect your new car, you might purchase an auto
insurance policy from an insurance company. The insurance policy is an
ancillary contract that provides coverage in case of accidents or damage to
the car.

=> These ancillary contracts are separate agreements that are connected to
the principal contract (the car purchase agreement). They serve various
purposes, such as financing the purchase, providing warranties, ensuring
insurance coverage, or offering additional services. While the principal
contract is the central agreement that defines the main transaction, the
ancillary contracts complement it by addressing specific aspects of needs
related to the overall transaction.

c. Contract for the benefits of a third person (HĐ lợi ích dành cho người thứ 3)
- is a contract whereby contracting parties must perform obligations for the benefit of
a third person and the third person enjoys benefits from such performance.
- ex: Father bought insurance contract for child and the person who signed the
contract was the father.=> the third party beneficiary is the child or divorce-> raise
child (annual money)
- ex: Let's say Alice (the promisor) promises to paint Bob's (the promisee) house for
$1,000. However, Alice wants to ensure that if the work is completed to Bob's
 satisfaction, the payment will be made to Carol (the third-party beneficiary) because
Alice owes Carol a debt of $1,000. In this scenario:
- Alice is the promisor (making the promise to paint).
- Bob is the promisee (the one who stands to benefit from the promise).
- Carol is the third-party beneficiary (the one who has a legal interest in
the contract).
d. A conditional contract (Hợp đồng có điều kiện là hợp đồng mà việc thực hiện hợp đồng
phụ thuộc vào việc xảy ra, sửa đổi hoặc chấm dứt một sự kiện cụ thể. phụ thuộc vào một
hoặc nhiều điều kiện xác định. Điều kiện này phải được thỏa thuận rõ ràng và tuân theo
để hợp đồng có thể có hiệu lực hoặc để các cam kết trong hợp đồng có thể được thực hiện.)
- is a contract the performance of which depends on the occurrence, modification
or termination of a specified event.
- ex: the insurance company perform obligation when u have injury -> not
conditional, cuz u perform obligation all the time
- contract has been sign -> two parties don't perform the obligation until the
occurrence of a specified event
- ex: Hợp đồng mua bán nhà với điều kiện kiểm tra kiến trúc và kiểm tra công
nghệ. Nếu cả hai điều kiện trên không được thỏa thuận hoặc nếu các điều kiện không
được tuân theo, bên mua có quyền từ chối mua căn nhà và hợp đồng sẽ không có
hiệu lực. Trong ví dụ này, hợp đồng mua bán nhà là một hợp đồng điều kiện vì hiệu
lực của nó phụ thuộc vào việc kiểm tra và đáp ứng các điều kiện cụ thể (kiểm
tra kiến trúc và kiểm tra công nghệ) trước khi giao dịch được hoàn tất.

Commercial contract
- Parties: Art 2 – Law on Commerce
- 1. Traders (economic org, individual do commercial independently, regularly, have a
business registration.) conducting commercial activities as provided for in Article 1
of this Law.
- vd: street vendor-> not a trader
- Students (not traders) can sign for commercial contracts, everyone
can participate in commercial contracts.
- 2. Other organizations and individuals conducting commerce-related activities.(có
hđ liên quan đến thương mại)
- 3. Based on the principles provided for by this Law, the Government shall specify
the application of this Law to individuals who independently and regularly conduct
commercial activities without having to make business registration.
- Object: Art 3.2 – Law on Commerce
- goods and services
- ex: Which are following the goods under company law?
- A. building
- B. apartment (attached to land)
- C. land
- D. none of above
=> A, B are correct
- Land is not a good/property, C is incorrect
Real estate doesn’t exist now but may be formed in the future. buy use land
right – quyen su dung dat
 - Purpose: Art 3.1 – Law on Commerce
- Form: Art 24 – Law on Commerce
- Contracts for sale and purchase of goods may be expressed in verbal or written form
or established by specific acts. (có thể xác lập bằng văn bản, lời nói, hành vi cụ thể)
- For types of contracts for purchase and sale of goods, which, as provided for by
law, must be made in writing, such provisions must be complied with.
- Written form Ex: housing contract, apartment selling contract, real estate
contract, international sales of goods contract (hợp đồng xuất nhập khẩu)...
- Specific acts (không nói nhưng làm giữa đối tác): Buy food at school, in
the supermarket... verbal form
- Choose food and make a payment (supermarket)contract
- Governing law: Art 4 – Law on Commerce
- ‘1. Commercial activities must comply with the Commercial Law and relevant laws.
=> commercial law would be first of the liable
- 2. Particular commercial activities provided for in other laws shall comply with
the provisions of such laws.
- 3. Commercial activities which are not provided for in the Commercial Law and
other laws shall comply with the provisions of the Civil Code.’
=> when resolve a dispute about commercial, priority (thứ tự ưu tiên áp dụng luật) of application law:
- 1st: particular commercial law/specific law (luật chuyên ngành) (if any): law in biz
insurance, law on security, law on investment, law on competition, law on real estate biz, law
on foreign trade management, construction law
- commercial Law
- civil code
=> three steps to apply the law for conducting commercial activities in vietnam

Discussion

Company A (seller) located in Binh Thanh district entered into a sale of rice contract with company
B (buyer) located in Binh Tan district. The dispute arose as A failed to deliver non-conforming rice
to B as stipulated in the contract. Which law would be first applicable to settle the dispute?

1. Law on sale of rice: don't have this

2. Law on sale of goods: some country yes, in VN: N as it is a part of commercial law
3. Commercial Law: use this
4. Civil Code
5. Law on Enterprises

Discussion:
1. Sales contracts must be made in writing.
False (article 24), process of applying law in VN
2. Franchise contract (hợp đồng nhượng quyền) must be made in
writing True (article 285), Vietnam law on commerce
3. Commercial contract is governed by the Commercial Law
only False (article 4)
4. The applicable law for the contract signed between two Vietnamese companies could be
the Chinese Law if the parties so decide.
 False (article 5.2), there’s no foreign element here because they can only apply
foreign contract when having foreign elementsArticle 663 (civil code file)
Note: article 5, commercial law: CISG apply if VN law conflict with "foreign element" -->
can use foreign law, versus foreign element: civil code - article 663.2 (3 cases)
vd: 2 director of 2 company is chinese --> no (between 2 company not director)
travel of establishment contract in singapore --> yes
subject matter: commodity which is sold in foreign --> yes
ex: Giả sử có một hợp đồng mua bán giữa một công ty Việt Nam và một công ty
Mỹ. Hợp đồng này được ký kết tại Việt Nam, nhưng nó có điều khoản xem xét
luật của bang California, Mỹ trong việc giải quyết tranh chấp.

*Nếu có một tranh chấp pháp lý liên quan đến hợp đồng này, xung đột CISG có thể xảy ra.
Trong trường hợp này có thể xem xét ưu tiên áp dụng:

● Quyền thẩm quyền của lãnh thổ trong nước (Việt Nam) có thể được áp dụng để xem xét
và giải quyết các vấn đề chung của hợp đồng.
● Yếu tố nước ngoài (luật California, Mỹ) có thể được áp dụng để giải quyết các vấn đề cụ thể
được quy định trong hợp đồng liên quan đến luật của bang California.

Giải quyết xung đột CISG thường đòi hỏi một quy trình pháp lý đặc biệt và sự hợp tác giữa các hệ
thống pháp lý khác nhau để đảm bảo công bằng và hiệu quả trong giải quyết tranh chấp quốc tế.

BUỔI 8

Offer and Acceptance

Forms:

- Offer + Acceptance = Contract

- Offer signed by both the seller and buyer = Contract

Offer (art 14,15,16,17)

1. The criteria for an offer: (Vietnam :art 386 civil code vs CISG 1980: Art 14)

Offeror: the one who sends the offer

 Offeree: the one who receives the offer

Q1: When you send the proposal to the buyer, you’re the seller if the buyer agrees with your
proposal. Can you just tell them that you change your mind and don’t want to go with the
proposal anymore?
A1: The proposal here should be bound (rang buoc) to the seller when we send the
offer to the other, it means if the other (offeree) agrees => contract informed =>
key characteristic: the offer should be bound to the offeror intention to sign the
contract.
Q2: Who is the offeree under Vietnamese law?
A2: there are two main parties: another determined party (been được xác định) or the
public

Compare the CISG and VN law

- Similarity:If someone sends an acceptance, you cannot reject
- Differences:
CISG VN Law

- Put another additional condition - More flexible than in CISG

for the offer (a proposal is - no condition and no
sufficiently definite if it indicates information (NO
the CONDITIONAL TERMS)

goods….the price about the goods, quantity and the

 - Note: A proposal is to be price that should be required under
considered as the offer if the definition of Vietnamese law.
it includes 3 information - Offeree: the public
(lack 1 in 3 these=> not (definitely opposite to
offer) another determined party
+goods because it’s unspecified)
+quantity
+the price
- Offeree: one or more specific
person (or another determined
party are the same)name that
person, know who they are, what
they are located.

- Q3: The first 10 people who come to the store tomorrow will get a discount. Is it an offer
in VN law and CIFG?
- it is an offer in VN law , it is not in CIFG (10 people are sent to the public)

notes: inquiries: thư hỏi hàng

=> The following advertisement does not constitute an offer but an invitation to negotiate with the
seller

2. Withdrawal (rút lại/thu hồi) and revocation (hủy bỏ, hủy chào hàng) CISG: Art
15.2, Art 16 vs VN: Art 389, Art 390 Civil Code
 Different in some situations

Dispatches acceptance: 2 EXCEPTIONS ( Art.16.2)

2 cái này dẫn đến termination of circle:

- CISG: Art 15.2, Art 16
- VN: Art 389, Art 390 Civil Code

CISG

Quan trọng ở chỗ Revoke của thằng này có 2 extra cases

- article 15.2:

Điều 15(2) CISG quy định rằng một đề nghị được coi là được thực hiện vào thời điểm nó đến tay
người được đề nghị. Điều này có nghĩa là lời đề nghị có hiệu lực và ràng buộc khi nó được nhận bởi
người được đề nghị (người được đề nghị). Thời gian được tính dựa trên thời điểm phiếu mua hàng
đến địa điểm của người được đề nghị.

- Nội dung: An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches
the offeree before or at the same time as the offer.
- Send by express, khi nó tới mới đc nhận, transportation
- Ex: Nếu lỡ send email, rồi, thì withdraw cái offer đó ntn?
=> No way, lúc này thì revoke, the time for revocation must be longer for withdrawal, you
still have the time to revoke it.

Vietnam civil code=> reach the email if you send by electronic devices, at the time when the
information arrives at your database, the offer reaches the offeree, they don’t care whether you read it
or not, as long as you press the bottom, email will arrive at the inbox of the offeree delivered=> not
allowed to withdraw the offer

Another example, today you send an offer by post taking several hours or several days to
reach the offeree, later hours you change your mind, you can send an email and say you want to
withdraw the offer just when it reaches the offeree faster than the post => allow you to withdraw the
offer.

The time for revocation would be longer than the withdrawal

Ex: you send them the offer today, the offer actually arrived at the offeree destination
but it takes some time for them to accept the offer until they send an acceptance back
 to you, you still have a right to revoke the offer more easily for the offeror to revoke
the offer.

There are some restrictions of revocation:

- Article 16:

Ex: The validity of the offer may be 5 days or within the certain time => cannot revoke it
because they set the time limit (nghĩa là không thể thu hồi trong khoảng thời gian đó)

Or if the letter says this is an irrevocable offer (means the offer cannot be revoked)cannot
revoke it

You can still withdraw if the offer is not allowed to be revoked but the condition for
withdrawal will change

b) even though the offer didn’t clearly say it’s irrevocable, the communication between the offeror
and the offeree made the offeree believe that this is an irrevocable offer. (Mặc dù lời đề nghị không
ghi rõ là không thể hủy ngang nhưng sự trao đổi giữa bên đề nghị và bên được đề nghị đã làm cho
bên được đề nghị tin rằng đây là lời đề nghị không thể hủy ngang.)
 Comparison between article 15.2,16, article 389 and 390 civil code

Vietnam:

WITHDRAWAL Art 15.2 CISG Art 390 Civil Code c 甃ऀa VN

giống nhau points a

Miễn có condition và condition

đó satisfy
Offeror phải state những condition
→ somehow lợi cho thg offeror hơn,
more easier than CISG

REVOCATION Art 15.2 CISG Art 390 Civil Code c 甃ऀa VN

Phải mention cái right đó mới được

revoke

Giống nhau điểm này, nhưng có Revoke phải được send trước khi
thêm 2 extra case, nên CISG khó thg kia đồng ý
revoke hơn (do phải mention the (VN chỉ cần nói revoke được, là
time)
 được revoke, no need to mention
time)

Acceptance (CISG 1980: Art.14 → Art.24 vs Civil Code 2015: Art.386 → Art.397)
Có 3 cái criteria:

Article 393 civil code 2015:

 Civil Code CISG

reflect 100% the same, ko create the new offer

changes
Nếu any changes → new
offer

2nd paragh: nếu có change, thì phải có …

3nd para: cho biết thế nào là minor, nào

major

Article 393 civil code

“Acceptance of an offer to enter into a contract means a reply by the offeree accepting the entire
contents of the offer”

=> accept the offer unconditionally not allowed to change”mirror image” rule what you see in the
mirror is what you accept 100% similarity

=> If anything is changing lead to the new offer (means you’re making the new offer to the offeree)

Article 19 CISG

- CISG 19.1 accounts for the offer, however it may not stop, the key characteristic of article
19 at clause 2, (materially=significantly) means not every change would be constitutively a
new offer, it may depend on the kind of the change here.
- Major change means you change/alter the term materially and lead to the new offer but if
you change and it’s just a minor change, not significant=> may constitute an acceptance

- CISG, it can be divided to 2 cases: major or minor change

- Distinguish major and minor change => based on CISG article 19.3
- price, payment, quality and quantity of the goods, place and time of the delivery, extent of
one party’s liability to the other or the settlement of disputes=> major changes/alter the
terms materially.
- if there's any changes not relevant to the above changes may be minor changes
- Among other things=> must be under consideration and consider carefully whether
they’re major changes or not=> the court or the arbitration will decide.
 Ex: you send someone an offer, they reply to you that they agree with all the terms but the
languages of the offer should be both Vietnamese and English.

- CISG, that change may be the minor change because it may not materially alter
the terms acceptance
- Vietnam law=> that would be a new offer because you have changed the
terms=> don't care whether it's a major or minor change.
- Ex: You send someone an offer and they reply to you if the offer you mention that
when the disputes between the parties arise, go to HCMC court of the people’s court
for the dispute settlement-> but maybe court will take long time and it’s not the
prefered way to set the disputes->should go to the VN International Arbitration
center (domestic court) to settle the dispute
- Vietnam law civil code-> not an acceptance, constitute an offer
CISG based on article 19.3 that change is regarded as the settlement of dispute-
>material change and not an acceptance

Form of acceptance
- Written forms
- Oral form
- Performing an act
- SILENCE = ACCEPTANCE?
+ CISG (Art 18.1)
+ VN (Art 393 Civil Code)
Nếu send offer, mà thằng kia im lặng, thì im lặng có nghĩa là đồng ý ko?
In which case, silence means acceptance?
- Based on customs and practice between the parties, must explain at the court or
arbitration, it's hard to cónider silence as the acceptance
- Nhưng tổng quan lại silence ko phải là
acceptance DISCUSSION:
THE ACCEPTANCE SHALL NOT BE WITHDRAWN:
- VN: Art 397 Civil code
- CISG: Art 22
The offeree is not allowed to withdraw the acceptance if he already sent the acceptance to the
offeror.

Discussion:
The Polish seller (Y) sent an offer to the Vietnamese buyer (X). The offer is valid until 30th May.
26/5: X accepted the offer on one condition –that Y might reduce the price
29/5: X accepted the entire content of the initial offer
27/5: Y concluded the contract with another buyer.
X claims for damages. Who wins the case?
- This is the transaction between the seller in Poland and the buyer in VN, involving a
foreign element. Poland and VN are members of this convention.
- 26/5a change to the offer CISG 19.3, this is material change because it relates to the
price; CISG 19.1, it’s a rejection of the offer and that constitutes a new offer.
- Original offer, article 17 CISG, when you reject an offer, the original offer expires
=>Y wins this case and X cannot claim for damages.

- Xác định law trước vì đây là international contract

→ CISG vì VN và Poland là member của hiệp ước này
- Art 19
- 26/5: X accept nma chuyển thành new offer already, vì có yêu cầu giảm giá
 BUỔI 9

Discussion:

Decide which law: 393 CIVIL CODE

- without any addition, accept in mirror
- make an adjustment on salary=> lead to the new offer, original offer has been invalid
=> the company has the right to terminate the offer.

Business contract
I. Validity of a contract (Hiệu lực của hợp đồng)
1. Parties to the contract (capacity: the parties must have the contract : năng
lượng ch 甃ऀ thऀ, năng lượng ký kết hợp đồng)
- The parties have civil legal capacity (năng lực pháp luật dân sự) and capacity for
civil acts appropriate to the established civil transaction.

- Legal capacity of an individuals: (năng lực hành vi dân sự của cá nhân)

Begin when we were born and end when we die. Everyone should be the same
However, there’s some situations that have some restrictions on your rights. For example, you cannot
set up a company, vote if you’re imprisoned (legal capacity), you’re not allowed to get married until
20 if you’re a boy (civil capacity)

or ex: If your company is about to go bankrupt, you are the owner of the company, you may not
be allowed to set up a company in the next few years. The legal capacity of the owner of the
company should be restricted.

- So sánh legal capacity vs Civil capacity

- Civil legal capacity of legal entities is unrestricted, except where otherwise prescribed
by this Code or other relevant laws.
- Legal capacity: Legal entities or (legal person): pháp nhân (Art 86 Civil Code)

The civil legal capacity of a legal entity means the capability of that entity to have civil rights and
obligations.

- legal person (a person created by the law)we’re not legal person, we’re the natural person
(tự nhiên nhân/thể nhân), must be independent
- ex: if the hanoi campus want to expand in HCM, like representative or bench=>
not have legal entities=> not independent=> dont have legal entities
- ex: sold trader: doanh nghiệp tư nhân: own by 1 person: not a legal person: u have
to pay for all the debt if u have the debt, if u sue, sue the owner, not the organization
here; 1LLC: STILL THE LEGAL PERSON
- Article 74 legal person refers to an organization key characteristic: the access of
organization, any member of organization, tài sản pháp nhân đó phải độc lập vs tài sản thành
viên pháp nhân đó
 - ex: ur money gives u 5 million to create limited liability company. if u have
3 member A (5 mill),B(5 mill),C(5 mill)
- => vốn điều lệ(charter capital): 15 bill ‘ debt:30 bil (unexpected)
- What is your liability if you are a member of the company? => that is
the debt of the company, not member, if they don't have ability to
pay so they will go to bankrupt (key assets of org need to be
separated from the asset of the member)

- The one who can make the contract valid: legal representative. Every company has their
legal representative. How do we know; info can be found in ERC.

- Legal representative for LLC is chairman of member council or director (for LLC we
can have more than 1 legal representative)
- When legal representative can sign all contract, sometimes in abroad, someone is
authorized to do so (power of attorney authorization letter - need to check validity, scope)
+ Scope: ex some authorized person may sign a contract at
the limited value.
+ Validity: they said that the vice director has the authorized
+ representative to sign the contract 3 years only. After 3 years,
that person no long has right to sign the contract
- We cannot authorize without the permission of a legal representative. The
representative knows and we must show the evidence the legal representative knows
with no objection within a reasonable period.
- The commencement and termination of the civil legal capacity of a legal entity?
- begin when you are born and end when you die, everyone should be the same.
However, there’s some situations that have some restrictions on your rights. For
example, you’re not allowed to get married until 20 if you’re a boy (civil
capacity); you cannot set up a company, vote if you’re imprisoned (legal capacity)
- Relating to age, time=> civil capacity
- Minors - trẻ vị thành niên (dựa trên civil code 21)
+ <6: don’t have civil capacity, civil transaction is
established and performed by his/her legal representative
+ 6-14: civil transaction is allowed given that they have
the consent from their legal representative
+ 15-<18: almost all civil transactions, such as food,... except
some transactions that need registration such as real estate,
cars…
2. Voluntary consent of the parties
3. Purpose of content of the contract (legality)
4. Forms of the contract