1) Objects of Regulation of Civil Law

• Civil Relations (Art. 4.1)

– What? (Art. 1) RELATIONS established on the BASIS of
• Equality bình đẳng
• Freedom of will tự do ý chí
• Independence of property độc lập về tài sản
• Self-responsibility tự chịu trách nhiệm
– E.g.
• Civil Relations
• Marriage and Family Relations
• Business and Trade Relations
• Labour Relations
• Inherence Relations
– Types of civil relations
• Property relations
• Person (identity) relations

5
1) Objects of Regulation of Civil Law
Property Relations Personal Identity Relations
- Definition - Definition

Property Personal Identity Values

Party Party Party Party

- E.g. - E.g.
• Sales of goods contracts •Relations relating to personal
rights (Art. 25→39)
• Labour contracts

- Features - Features
•Property moveable from
party to party •Personal Identity Values normally
immoveable from party to party
•With monetary nature •Without monetary nature
1) Objects of Regulation of Civil Law
Property Relations Personal Identity Relations
- E.g. 1: sales of goods - E.g. of Personal Identity Values
contracts
Goods Right to marriage
Seller Buyer Husband Wife
Click here for the video
$$$

- E.g. 2: labour contracts

Right to image
Celebrity Showman
Labour Click here for the video
Employee Employer
$$$
 2) Methodology
• Equality
• Freedom of will
• Independence of property
• Self-responsibility

8
 3) Principles
• Principle of Equality
• Principle of Freedom and Voluntariness
• Principle of Goodwill and Honesty
• Principle of Non-violation of Interests (of
the Nation, the Public and of other
persons)
• Principle of Self-Liability
(Art. 3, Civil Code 2015)
9
 Self-liability
• Liability trách nhiệm: phải làm gì nếu vi phạm
obligation: phải làm gì
– So called “responsibility”
– HOW is (dis)similar to/from obligation?
– WHEN is it arising?/Being liable/responsible for what?
• Civil liability khi tham gia vào mqh dân sự

– WHAT are types of civil

liability/responsibility/remedies in civil law? →
Homework in ss 6
• Specific performance
• Damages/Liquidated damages damages: tiền bồi thường thiệt hại
• Cancellation
• Restitution hoàn lại ( đưa hợp đồng về trước khi giao kết hợp đồng )
• Injunction
12
– Who is responsible/liable? → self-liability → E.g.
 Self-liability

+ Proper fulfilment/ performance

No liability
+ No fulfilment/ performance
Obligation
Liability
+ Improper fulfilment/ performance

13
 Self-liability
+ Proper fulfilment/ performance
No liability
+ No fulfilment/ performance
Civil Obligation
Civil Liability
+ Improper fulfilment/ performance

nếu nghĩa vụ hoàn thành đầy đủ sẽ không phát sinh trách nhiệm pháp lý

A purchaser must pay the full price at the agreed place and time.

If the purchaser fails to make payments, he/she/it must pay

interest on the late payment as prescribed in Article 357 of this
Code. liability 14
 3) Principles
• Group 1: Show of Civil nature
• Group 2: Compliance with law
• Group 3: Respect for ethics

15
 4) Definition
Civil law is a separate law branch in
Vietnam law system, a set of rules
regulating property relations and personal
identity relations on the basis of equality,
freedom of will, independence of property
and self- responsibility.
→ Objects of regulation
→ Types of civil relations
→ Methodology of civil law
16
 4) Definition
A Legal System
Civil Criminal Administrative
Branches
Law Law Law
Sub- Ownership Obligations Contract Tort law Labour Etc.
Branches law law

Regimes Property … … …

Legal Norms
… … … … …
5) Sources of Civil Law in Vietnam

Customary Statutory Case Law


Constitution
Law Law → Click here
Legislations Codes
Laws
Issued


by???
Ordinances

Delegated Decrees
legislations Circulars
Resolutions
Decisions

18
 5) Sources of civil law
• Customary Law
• Statutory Law
– Legislations
• Constitution year of 2013
• Civil Code year of 2015 FOCUS
• Other laws
– Delegated legislations
• Case Law

19
 6) Civil Code of Vietnam 2015
- 689 Articles
- 6 Parts
– General Provisions
– Ownership Rights and Other Property-Related Rights
– Obligations and Contracts
– Inheritance
– Civil Relations Involving Foreign Elements
– Implementation Provisions

20
 Legal Relations

Social relations + Legal norms = Legal relations

Elements of legal relations: parties, objects, contents

Capacity Things, conducts,

non-conducts

Grounds to raise, modify or terminate legal relations?

6
I. Civil Legal Relations: Definition
• A civil legal relation
– WHAT is it?
• Social relation + civil law
• Civil relation + civil law
• Objects of regulation of civil law
→ Relation established on the basis of
» Equality
» Freedom of will
» Independence of property
» Self-determination
– HOW is it different from legal relations?
– WHICH one is broader? Legal relations or
civil legal relations 7
 SOCIAL What is a
RELATIONS civil legal relation?
- Friendship
- Courtship/Mateship Types Legal Civil Legal
- Kinship Criteria Relations Relations
- Colleagues Similarities Social relations
- Etc. (i.e. relations among persons)
LEGAL Being regulated by law
RELATIONS 3 elements + legal events
Dissimilarities
CRIMINAL ADMININSTRATIVE Criminal legal
LEGAL LEGAL E.g.
RELATIONS RELATIONS relations
(Governing) Various laws Civil law
law

CIVIL LEGAL
RELATIONS

- Labour relations
- Business law
- Marital relations
- Family relations 8
- Etc.
II/ Civil legal relations: Elements
1) Subjects
2) Objects
3) Contents

9
1/ Civil legal relations: Subjects

a. Individuals
b. Organizations CAPACITY
c. State only when the bodies of state join in the
transaction. Public purchase for example

10
 Exercise 2
1. Are you entitled to get married now?
Why (not)?
2. Are you entitled to conclude a labour
contract now? Why (not)?
3. Can you buy some textbooks for
your own courses at the university?
Does it matter whether or not you
can afford it? Why (not)?

11
1/ Civil legal relations: Subjects
a. Individuals/ Natural Persons

Capacity = Civil Legal Capacity + Civil Act Capacity

12
1/ Civil legal relations: Subjects
a. Individuals/ Natural Persons
Civil Legal Capacity Civil Act Capacity
-Definition: capacity to have -Definition: capacity to establish
civil rights and obligations and exercise civil rights and
obligations through the acts of
such natural person
-Features: -Features:
• All individuals have the • Not all individuals have the same
same civil legal capacity civil act capacity.
•Duration: from birth to death • Types of civil act capacity
o No civil act capacity:
< 6 yrs old
o Limited civil act capacity:
6 yrs old ≤ < 18 yrs old
o Full civil act capacity
≥ 18 yrs old, except for
 Loss of civil act capacity
 Restriction of civil act capacity 13
Exercise 3 on Subjects: Individuals
A (5 years old) loves singing and would like to register for a
talent competition.
a. Advise A on how to do so! Can A register by herself?
b. After winning the 1st prize in the competition, A would like to
put the awarded money some in a saving account. Can A
do so by herself?
c. Lots of showmen are approaching A to offer performance
contracts. Advise these persons on how to conclude
contracts. Should they contact A directly?
d. Being determined to be a professional singer, five years
after the competition, A would like to be a trainee in an
entertainment company. Can A sign the training contract by
herself?
Hints:
- Art.s 16-24, Civil Code 2015
- Analyze the legal norms therein!
- Determine which assumptions are met in the case(s)! And so what?
- Put your answers in the IRAC template!
 Case-solving
• Part 3 of Exams
• IRAC model
– I (Issue): What is the issue/question?
– R (Rule): What is rule applicable to the
issue/question? Because
– A (Application): Apply the Rule to the Issue
– C (Conclusion): Answer to the Issue/question?
WRONG (Because) Apply Issue
Conclude
TEMPLATE Rule
CORRECT Apply
Issue Rule Conclude
TEMPLATE
 Exercise 4 on Subjects: Individuals
Born on 30/12/2004, B is leaving his hometown to start schooling at a
university. To settle down, B considers renting a room in an apartment
near the campus and fortunately has found a desirable place.
a. Can B by himself conclude a lease contract with the potential landlord?
b. After moving in, B is buying some personal stuffs, including lamps and
hangers. Can B do the shopping on his own?
c. To cover his monthly expenses, B plans to apply for a part-time job. If
successful, can B conclude the labour contract with the potential
employer?
d. Do your answer differ if B is found to be born on 17/11/2004 instead?
e. After one year at university, instead of concentrating on schooling, B gets
addicted to cocaine, therefore decides to quit the university and returns
home. From then on, he has sold out his household assets to cover his
drug expenses. How can his parents stop him from doing so from a legal
perspective?
f. What if B is a addicted gambler or game player instead?
Hints:
- Art.s 16-24, Civil Code 2015
- Analyze the legal norms therein!
- Determine which assumptions are met in the case(s)! And so what?
- Put your answers in the IRAC template!
1/ Civil legal relations: Subjects

b. Organizations

- Legal Entities
- Family Households
- Cooperative Groups
- Other organizations without legal entity status

17
1/ Civil legal relations: Subjects

b. Organizations

Legal Entities
-Conditions to become a legal entity: Art. 74
-Legal Representative: Art. 85
-Liability: Art. 87
• Legal entity
• Members

18
Exercise 5 on Subjects: Legal Entities

Are the following entities legal persons? Why and Why not?
– FTU
– A sole proprietorship
– A limited liability company
– A joint stock company
– The headquarter/branch/subsidiary of an enterprise
• Clues: Art. 74.1 → Art.s 83, 87, 84 Civil Code 2015
– Analyze the legal norms therein!
– Determine which assumptions are met in the case(s)! And so
what?
– Do the above entities meet conditions stated therein? If so, how?
Can you describe the manners?
– Are conditions therein cumulative or mutually exclusive?
Exercise 6 on Subjects: Legal Entities
An enterprise bears a debt of 10 billion VND
while its assets total 1 billion VND.
– Determine the threshold of the enterprise’s
liability?
– Do its owners have to cover its debt by their
own private assets in the following cases?
• The enterprise is a sole proprietorship
• The enterprise is a limited liability company
• The enterprise is a joint stock company
Hints:
- Article 74, Civil Code 2015
- Analyze the legal norms therein!
- Determine which assumptions are met in the case(s)! And so what?
- Put your answers in the IRAC template!
Exercise 7 on Subjects: Legal Entities
If you want to start up an enterprise, which of the
following are you choosing? Explain your
choice!
– A sole proprietorship
– A limited liability company
– A joint stock company
Hints: Article 74, Civil Code 2015.
• What are your preferences when it comes to
your liability, as an enterprise employee, for
the enterprise’s debt?
• Does your choice change if you are now an
employee in the enterprise?
1/ Civil legal relations: Subjects

b. Organizations

Family households
-Conditions to become a Family household: Art. 106
-Legal Representative: Art. 107
-Liability: Art 103
• Family household
• Members

22
1/ Civil legal relations: Subjects

b. Organizations
Cooperative Groups
-Conditions to become a cooperative group: Art. 111
-Legal Representative: Art. 113
-Liability:
• Cooperative Group
• Members

23
1/ Civil legal relations: Subjects
c. States

24
2/ Civil legal relations: Objects
- Properties
- Conducts
- Non-conducts

25
 2/ Civil legal relations: Objects
EXAMPLES
- Properties (Art. 105) -Laptops
• Objects - Cell-phones
o Primary and Auxiliary (Art. 110)
o Divisible and Indivisible (Art. 111) - Motorbike
o Consumable and Non-consumable (Art. 112) - Clothing
o Identified and Unidentified (Art. 113)
-Breakfast
• Money
OF WHICH TYPE
• Valuable papers ARE EXAMPLES?
- Electricity
• Property rights (Art. 115) - Banknotes
- Properties (Art. 107) - Coins
• Movables - Personal ID cards/Student cards
• Immovables - Bank cards (e.g. ATM cards)
(Art. 106) - Stocks/Shares/bonds/cheques
-Copyright
- Land-use right
26
Exercise 9 on Objects: Properties
1. You are buying a PC set at an electronics shop. Can the shop
require you to pay extra money for the screen, keyboard on
the grounds that they do not accompany the PC?
Hints: Article 110, Civil Code 2015
2. At the moment of dissolution, remaining assets of an
enterprise comprise of:
– A 500m-VND automobile
– A 20m-VND set of computer
– A 10m-VND printer
– A table and a dozen of chairs of 20m-VND worth in total
a. How can you divide them equally among two owners of the
enterprise?
b. What if, either of the two owners insists on keeping the
automobile for himself?
Hints: Article 111, Civil Code 2015
Exercise 10 on Objects: Properties
3. You are renting a car to travel to the countryside. When
returning the car to the leaser, you are requested to
either refill the car or to pay for the used amount of
petroleum. Are you obligated to do so?
Hint: Article 112, Civil Code 2015
4. Believing that the number series of 8888 is good for your
fate, you are buying a motorbike with the plate-number
of xxx-8888. The seller, initially agreeing so, but then
changed his mind and is replacing it with another bike
of the same model, year of production and quality, but
with another number plate. Do you have to accept the
replacement?
Hint: Article 113, Civil Code 2015
 II/ Civil legal relations (cont)
• Immovable v moveable properties
– Real estates; Land patches; Islands
– Dwellings: Housing; Building blocks; Villas; Apartments; Resorts; Hotels;
Hostels; Dormitories
– Offices; Schools; Hospitals; Farms; Factories; (Power/Solar/Wind)
Mills/Plants; Zoos; Gardens; Shops/Shopping-Malls; Theaters; Cinemas;
Restaurants; Parks; Parking-lots
– Roads; Airports; Rail tracks; Bridges; Canals; Tunnels; Cellars;
Lighthouses; Reservoirs; Wells; Underground stations; Bus-stations
– Fences; Gates; Light poles; Lighting rods
– Natural Minerals (gas, nickels, bronze, silver, etc.)
– Plantations, plants, trees
 Review
• What are types of properties? Can you give
examples of each type?
Hints:
– Legal basis: Article 105.1, 105.2 → 107 → 106; 108
– Examples: Look around you to find various
properties and classify them
• What are types of objects? Can you give
examples of each type?
Hints:
– Legal basis: Article 110, 111, 112, 113
– Examples: Look around you to find various objects
and classify them
 SOCIAL What is a
RELATIONS civil legal relation?
- Friendship
- Courtship/Mateship Types Legal Civil Legal
- Kinship Criteria Relations Relations
- Colleagues Similarities Social relations
- Etc. (i.e. relations among persons)
LEGAL Being regulated by law
RELATIONS 3 elements + legal events
Dissimilarities
CRIMINAL ADMININSTRATIVE Criminal legal
LEGAL LEGAL E.g.
RELATIONS RELATIONS relations
(Governing) Various laws Civil law
law

CIVIL LEGAL
RELATIONS
- Ownership relations
- Etc.

5
 III/ Ownership Rights
1) Elements of ownership rights
1) Right to possess
2) Right to use
3) Right to dispose
2) Forms of ownership
3) Methods of ownership protection

6
 III/ Ownership Rights
1) Elements of ownership rights
a) Right to possess
b) Right to use
c) Right to dispose
(Art. 158, Civil Code 2015)

7
 III/ Ownership Rights
1) Elements of ownership rights
a) Right to possess
- Definition: Art. 179.1
- Who has the right to possess? Art. 179.2, 186-188
- Classification of possession of property
- Possession with legal bases: Art. 165.1
- Possession without legal bases: Art. 165.2
- In good faith
- Not know; and
- Could not have known
- Not in good faith
- Know; or
9
- Must have known
 Exercise 4
1. Anh by accident found a dropped Iphone in the
university campus.
- Can she possess it legally?
Hints: Art.s 165 → 230.1 → 180-181
- Can she own it legally? And in which situation?
Hints: Art. 230.2
- If she keeps silence on her discovery, can she ever
own the phone?
Hints: Art. 230.2
Put your answer in the IRAC model!
 Exercise 5
2. As a professional diver, Bach frequently spots sunken
items at the seabed. Is he entitled to keep them for
himself?
Put your answer in the IRAC model!
 Exercise 6
3. In 2019, after stealing a mobile phone from
An, Binh presented it to Chi - his girlfriend. One
year later, detecting that his phone is captured
by Chi, An requested the return of the item.
Advice Chi on her response!
Hints: Art.s 166-168 → 165 → 179-181 → 236.
Put your answer in the IRAC model!
 III/ Ownership Rights
1) Elements of ownership rights
b) Right to use
- Definition: Art. 189
- Who has the right to use? Art.s 190-191
- Classification of use of property
- Use with legal bases
- Use without legal bases

13
 III/ Ownership Rights
1) Elements of ownership rights
c) Right to dispose
- Definition: Art. 192
- Who has the right to dispose? Art.s 194-195
- Classification of right of dispose
- Disposal with legal bases: Art.s 193-195
- Disposal without legal bases

14
 4.3. Civil obligations: Types
1. A and B are co-tenants. Totally, they have to
pay the rental fee of 5 million VND/month.
a. Can the landlady require either of them to pay
the whole sum of 5 million VND?
b. Assuming that the landlady succeeds in
requiring A to pay for B, can A require B to pay
his portion?
c. Can the landlady require A and B to pay the
rent (of 60 m VND) for one year at a time?
Hints: Art.s 287-291
 4.4. Civil Obligations:
Transfer of rights/obligations
- Transfer of Rights
- Transfer of Obligations

9
 4.5. Civil Obligations:
Securities for Performance
- Pledge
- Mortgage
- Deposit/ Performance Bond
- Security Collateral/ Security Deposit
- Escrow Account/ Escrow Deposit
- Guarantee
- Pledge of Trust/ Fidelity Guarantee

10
 4.5. Civil Obligations:
Securities for Performance
A is in debt now and would like to borrow
some money from B - his friend. B doubts
about the ability of A to return the
borrowing.
a. What A can do to persuade B to proceed
on lending the sum?
b. What if A does not have his own asset?
Hints: Art.s 292, 309, 317, 328, 331, 335,
344, 346
 5.1. Civil contracts: Definition
Art. 385 CONTRACTS
- Sales
- Agreement
- Lease
- Parties - Borrowing
- Legal consequences: -Labour
• Establishment; or -etc.
• Modification; or
• Termination
AGREEMENTS
of civil rights and civil obligations Non-contractual Agreements
+ Social arrangements
Meeting of minds + Domestic arrangements
Party A Party B Engagement
+ Appointment
+ etc.
Agreement
5.2. Principles of entering into civil contracts

• Freedom and voluntariness

• Equality
• Self-determination
• Self-liability
• Fidelity
• Good faith
• Compliance with law and social ethics
 5.3. Entering into a contract
Step 1: Offer
Step 2: Acceptance

Offer + Acceptance = Contract

 5.3. Entering into a contract
Step 1: Offer
- Definition: Art. 386.1
• Parties
 Offeror
 Offeree Offer or not?
 A specific party
- Displayed items with
 The public at large
price tags
• Contents
 Intention to enter into the contract -Menus
 Being bound by the offer - Ads
• Condition: Clearness (of expression)
- Price Quotations
• Art. 398
• Art. 388.1(a) - Auction
• Art. 389.1(b) -Tender
• Art. 390
 5.3. Entering into a contract
Step 2: Acceptance
- Definition: Art. 393
• By whom?
 Offeree
• To whom?
 Offeror
• What content?
 Accepting
• What conditions?
 Without modification/ addition
 Silence
 Exercise 4
• Read Course book, pp. 195 and 196,
Exercises 5 and 8!
• Which statements therein may constitute
an acceptance?
 5.5. Types of contracts
Art. 406
• Bilateral and unilateral contracts
• Principal and ancillary contracts
• Contracts for the benefit of 3rd-pary
• Conditional contracts
5.6. Essential Elements of Valid
Contracts
Art. 117
• Subjects
• Objects of contracts
• Contents of contracts
• Forms of contracts
• Fundamental principles of contract law
5.6. Essential Elements of Valid
Contracts
A and B are spouses and land co-owners. A contract has
been established with C for selling their land patch for
1 billion VND.
Can C claim for the land patch in the following cases?
a. B has no idea about the contract.
b. C uses forces to compel A and B to sell the land.
c. The contract contains the fake price of 0.5 billion VND
to avoid taxation.
d. Parties put the contract by words of mouth only.
e. Due to some landslide, the land patch has
disappeared after the contract conclusion.
5.7. Liability for breach of contracts
- Basis of liability:
+ Breach
+ Damage
+ Causation
+ Fault
- Remedies
+ Liquidated Damages
+ Unliquidated damages
+ Rescission
+Termination

18
 5.8. Excuses for
Contractual Non-performance
- Force majeure
- Dirty hand

19
 I. True/False (explain)

1) The Canteen of FTU is legal person (1đ)

- Answer: True or False?

- Explain: => Legal BASIS? Article 74 => 83 => Explain: Áp dụng trong trường
hợp này như thế nào?
False

- Does not have independent property

- Cannot participate in legal activities

2) Mortgage of property is the security method which only applied for movable

asset

False => Article 317 -> 327 (Chỉ trích từ 1-3 điều)

Explain: ………………. For both immovable assets & in certain cases, for movable assets.

3) Exchange wedding rings is not the legal event which rising the legal marriage

relation between the bride and groom

True => Đúng, vì sự kiện pháp lý làm phát sinh quan hệ hôn nhân là đăng ký kết hôn tại

UBND cấp XÃ/Phường. (Vợ chồng quốc tịch Việt Nam => Không có yếu tố nước ngoài)

Legal basis: Luật Hôn nhân Gia đình & Luật Hộ tịch => Family and Marriage Law, Law

on Civil Status

4) Civil legal capacity (nang luc phap luat dan su) and civil conduct capacity (nang luc

hanh vi dan su) of legal entities appears in the same time

False => Legal basis:

Civil Legal capacity: Article 16 - 18

Civil conduct capacity: Article 19 - 24

The Civil Codes 2015

Explain: The civil legal capacity of an individual shall exist from the time he/she is born

and terminate when he/she dies. Whereas Civil conduct capacity only appears and

ceases at a certain age or by court’s order.

5) International private law establishes the processes for setting disputes between

STATES.

- Answer: False

- Explain: International private law establishes the processes for settling disputes

THAT POSSESS FOREIGN ELEMENTS BETWEEN INDIVIDUALS AND LEGAL PERSONS.

6) The warehouse is the asset which not be used to collateral

- Answer: False, Legal basis: Article 321 (4)

- Explain: In the case of a mortgage of a warehouse, the mortgagor may replace

commodities in the warehouse, but must strictly ensure the value of the

warehouse commodities as agreed upon.

7) Limitation statutes is the period which the law imposed to bring the case to the

court

- Answer: False (Vì nó chưa đủ), Legal basis: Article 149-157 => Có những loại thời

hiệu nào ngoài thời hiệu khởi kiện?

8) April put an advertisement in the newspaper advertising the sale of her

computer for $500. Simultaneously, 6 people responded to the ad by mail with

formal written acceptances. April is bound on 6 contracts to sell her computer for

$500

- Answer: False

- Explain: INVITATION TO TREAT. An advertisement is not a formal offer (Article 386

=> Advertisement vẫn là 1 offer)

=> No LEGALLY BINDING contract

9) Acceptance can be effective regardless of a person's knowledge of the offer as

long as they have done the acts specified in the offer

False, Article 393

Acceptance can not be effective regardless of a person's knowledge of the offer as long

as they have done the acts specified in the offer. A person must be aware of an offer

and be responding to it.

10) International law governs the activities of governments in relation to other

governments.

- Answer: False (Sai vì chưa đủ, không chỉ điều chỉnh quan hệ giữa các quốc gia với

nhau)

- Explain: Because international law is the body of rules that regulates activities

between nations. Public international law: between governments. Private

international law: between people

II. Case

1) Carlos agrees to transport a valuable painting from Darwin to Melbourne for

Danesh, for a fee of $500. The painting is required urgently, for an upcoming

exhibition.
The day before the painting to be transported, the only airline flying from Darwin

has a problem with its jets, and all flights will be grounded for a week. This is the 1st

time such a serious problem has ever happened with this airline. The only

alternative for Carlos is to pay for a private chartered flight for the painting, or

transport it by road. Both of these options will cost more than $1000.

Danesh claims that the extra costs are Carlos's problem, and that he will sue Carlos

for breach of contract if the painting is not delivered on time. Carlos says that the

contract is now frustrated, and a new contract must be negotiated. Who is right?

Issue: Contract is not conducted due to the problem of the airline.

Related law: art 156, 420, 416.1

Application: The contract is frustrated because the parties, which are Carlos, the airline

and Danesh could not foresee the problem with airline’s jets.
Conclusion: Carlos hasn’t breached the contract → Carlos is right and Danesh is not entitled to
bring a lawsuit against Carlos in pursuant to Article 156 (1).

2) Vangel Fashions sent out a flier featuring their new spring fashions. Cindy fell in

love with the cute dress featured on the front of the flier. When Cindy called to

order the dress, she was informed that the company had sold out of the dress.

Cindy was upset and claimed that the store was in breach of contract. She argued

that the flier presented an offer, which she accepted when she called to order the

dress. Is Cindy correct? Why or why not?

ISSUE: Cindy claims that the shop is in breach of contract

RULE: Definition of invitation to treat

APPLICATION: advertisements, price lists are not offered. As long as the store is not

violating any consumer protection statutes, it has no liability here. Contract of sale is
valid when two parties reach an agreement and all essentials of a valid contract

have been met, CIndyLiz calling the store that is when she and the store were trying

to reach an agreement, which didn't happen

CONCLUSION: Cindy is not correct

Đề 1:

Part 1: TF

1. International law governs the activities of governments in relation to other

governments

2. VJCC is a legal person

3. The fact that a boy picked up a mobile phone while he had walked, legal event is

“transform”

True

4. The car is the asset which not be used to collateral

5. Exchange wedding rings is not the legal event which ring the legal marriage

relation between the bride and groom

6. Civil legal capacity & civil conduct capacity of legal entities appears in the same

time

7. International private law establishes the processes for settling disputes between

states

8. Limitation statues is the period which the court imposed to bring the case to the

court

9. Blue refuses to sell goods for Red, so Red sends Pink to buy goods from Blue and

turn to Red. It's a valid contract

 - Offer

- Consideration

- Acceptance: Có sự chấp thuận không? => Chưa có sự chấp thuận nên chưa thể

coi là một hợp đồng có hiệu lực

- Competence: Mặc định là có

=> False

Pink has not agreed yet and it was simply Red’s suggestion.

A valid contract is an agreement which is binding & forceable.

10. Custom (Tập quán pháp) will be prevailed (Coi như không có hiệu lực) if it

conflicts with circular/Decree (Thông tư/Nghị định)

- Answer: Falsea 55

- Explain:

Part 2: Case

1. Minh Anh runs a business supplying furniture for special events. She has a

contract to provide 100 chairs for Bob’s 60th birthday garden party, for VND

500,000. On the morning of the party, Bob and his helpers are setting up for

the day’s celebrations. Minh Anh arrives, but she has only brought 93 chairs.

She first speaks to Bob’s nephew, Luu Huynh. When he hears that only 93

chairs have arrived, Luu Huynh quickly gets into his car to go find another

furniture hire business. He finds one that will provide 7 similar chairs, for a

cost of VND 63,000. When Minh Anh sees Bob inside, and tells him she has

only brought 93 chairs, Bob is angry. Minh Anh claims that Bob must pay her

the full VND 500,000 but Bob disagrees. Is Minh Anh entitled to any payment

(and if so, how much)?

 - Issue: Không thực hiện nghĩa vụ/thực hiện không đầy đù nghĩa vụ

- Rules: Article 351 (1), 356 The Civil Codes 2015 and Article 297 (2) Vietnam

Trade Law 2005

- Application: Tính tỉ giá, Bob trả Minh Anh số tiền tương ứng với phần nghĩa vụ

Minh Anh đã thực hiện => 93% x 500.000 = 465.000VNĐ

- Conclusion: Minh Anh is entitled to payment equivalent to the fulfilled

obligation, which is providing 93 out of 100 chairs for Bob’s garden party.

3. Joan is setting up a small business mowing lawns and maintaining domestic

gardens. Her business is called ‘Prune & Bloom’. Joan needs a sturdy lawn mower

that will withstand frequent use, so she goes to her local Nailed It Hardware store.

Joan is assisted by Effah. Joan explains her needs, and Effah shows her the

MowMaster 3000, a new brand of lawn mower. “The MowMaster 3000 is the one for

you. It’s amazing! The blades can cut through anything, and they’ll never get blunt

or bent out of shape. I think you’ll get through your jobs in no time with this one,

and be able to fit more clients into the week. It was designed in Germany and made

from the best quality parts.” Joan checks out the MowMaster 3000, and is convinced

by Effah’s comments. She decides to purchase one. Are any of Effah’s statements

about the MowMaster 3000 part of the sale contract? After only 3 days of using her

new MowMaster 3000, Joan notices that it is not cutting as well. When she inspects

the blades she finds that they are already worn down and blunted. When she calls

the Nailed It Hardware store to complain, she is told, “We’re not responsible for any

problems like that. Didn’t you see the sign at the counter?” At the sales counter

where Joan had paid for her MowMaster 3000, there was a small sign: Nailed It

Hardware is not liable for any breach of warranty or condition in any sale of its
products. When Joan was at the counter, the sign had been partially hidden by a

group of pot plants being held aside for another customer to collect. Does the sign

apply to Joan’s sale contract with Nailed It Hardware?

- Issue: Joan didn’t see the sign at the counter

- Related law: acceptance can not be effective if the offeree are not aware of it

and do not respond to it.

- Application: Joan didn’t see the sign since the sign had been partially hidden

by a group of pot plants. Therefore, nailed it hardware store mustn’t use this

sign in the sale contract with Joan.

- Conclusion: the sign is not applied in the contract.

4. Barnet was orally hired by Paula to locate desirable real estate that she could use

for rental property. She stated she wanted to find a four-unit building that could be

purchased for under $200,000 that could be rented for at least $1,000 per month

per unit ($4,000 rental per month for the whole property). Barnet located a four-

unit building that could be purchased for $160,000 and was renting for $1,200 per

unit. It was such a good deal that he purchased it for himself. About two months

later he found a second property that was listed for $199,000 and rented for $1,000

per unit. Paula purchased the property. Afterwards, she learned that Barnet had

bought the $160,000 four-unit property for himself without telling her about it.

Paula believes that Barnet has acted improperly. Barnet claims that he did what she

asked—he found a property for under $200,000 that rented for $1,000 per unit. He

also claims that since their agreement was oral, he has a legal defense if she

pursues the matter in court. Does Paula have any legal recourse against Barnet?

Explain.
Barnet có nghĩa vụ phải thông báo cho khách hàng của mình (Paula) bất cứ khi nào

tìm thấy tài sản phù hợp với yêu cầu của Paula :v (4-unit building that costs less

than 200.000 USD and each unit can be rented for 1000 USD per month) => Legal

basis tìm ở: 409 và 410. (Có gây thiệt hại gì cho Paula không, so sánh benefit của

mỗi asset) ⇔ KHÔNG CÓ ĐÚNG SAI, TẤT CẢ NẰM Ở LẬP LUẬN.

Vấn đề duy nhất: Trong hợp đồng miệng không có thỏa thuận là bắt buộc phải

thông báo.

- Issue: offer & acceptance | contract violation

- Related law: Act 385,409, 410

- Application: there’s no valid contract between 2 parties, but this is only oral

agreement. Besides, follow obligation between 2 of them and Paula reaches

her wants

- Conclusion: Paula has no legal recourse against Barnet

4. My Dung

- Issue: contract frustration

- Related law: 420.1b, 416.1

- Application: the airline is the third party who breached the contract.

However, My Dung and the airline couldn’t foresee the problem with the

airline’s jet.

- Conclusion: My Dung has not breached the contract so My Dung is right.

STATE & LAW
Origin of state
Nonmaxist theory
+ Social Contract theory
+ Theology
+ Theory of violence
Maxist theory
+ Primitive community  Class society: x3 labor, specialzation, private ownership
+ Definition: Special political organization | Protect right and interests of ruling class |
Maintain society stability | Have enforcement power
Nature of State
+ Class-conscious face
+ Society face
Separation
+ Legislative: Make law
+ Executive: Carry out law
+ Judicial: Interpret law
Origin of Law
Nonmaxist view
+ Social Contract theory: Law represent general will of society
+ Psychological theory: Law is people’s intuition about the right way to behave
+ Theology: created by God
Maxist theory
+ Element of social | “Superstructure” the form and use of which, at any given time, will be
reflection of condition of economics based
+ Instrument of class domination | used by ruling class | maintain and advance its interests
Definition
+ Legally enforcable rules
+ Made by authorities
+ Within a society
+ All around
Distinguish
Rules >< Law
Not all rules are law
Rules: Tell people what should (not) do
+ Legal: Law
Apply to all individuals in society
Obeyed by whole community
Made by law-making body
Enforced through court
Consequences for breaching: Prescribed sanction/remedies
+ Nonlegal: Rules, determine which behavior is unacceptable
Specific groups/institutions
Specific indi/groups
Indi/groups
Leaders
At discretion of leader
Moral >< Law
Moral: Concept about being good/evil, right/wrong
Address visual behavior + attitude + intention
Principles of moral based on culture + religion + experience
 3 TH:
+ Legal >< Immoral
+ Moral >< Not required by law
+ Both
Custom >< Law
Custom: Based on common concensus about way things should be done properly
 Repeated practice
If people not follow  Not bad but perceived as odd, uneducated, awkward
Sources of Law
Case Law
+ = Stare decisis doctrine
+ A collection of principles and rules | based on judge’s decision  Judge-made
law/precedent
+ Common law countries: US, UK, Sing, Malay, New Zealand, Canada, …
+ Principle of precedent: Court apply rules of previous case which tried on higher court,
where facts are the same
+ Court only apply key reasons  ratio dedicendi
+ Principle of stare decisis: Similar case  Treat alike  Same consequence
+ Principle of distinction: Find out difference between curent and previous case
Statute Law
+ A system of written rules | enacted and created by a legislative body of government
+ Civil law countries: VN, France, Germany, …
+ Consist:
Legislation: Constitution + Code + Act | Created by Parliament
Delegated legislation: Parliament delegate power to make law to other state agencies  Refer
to law made by government ministers/local authorities whom Parliament…
Legal document
+ Constitution/Code/Act: NA
+ Order: President | PM | SC
+ Ordinance: SC
+ Decrees: Government
+ Decision: PM
+ Circular: Minister of Ministry | Supreme Court
Statute Law vs Case Law
Conflict  Statute
No statute  Case
Use case  Interpret statute
Legal norms
General rules on conduct | promulgated, recognized, guaranteed by state | regulate social
relations | in according to orientation + purpose of state
 Mandatory rules on social behavior established by state
Structure
+ Assumption (Hypothesis): Who? When? In what condition/situation?
+ Regulation (Disposition): Must (not) do? How to do? Allow to do?
+ Sanction (Consequence)
 Not necessarily to have all 3 parts + correct order
Clasification
Public >< Private
Public: Indi vs State | State vs State
+ Criminal
+ Administrative
+ Substantivie
+ Constitutional
Private: Indi vs Indi
+ Civil
+ Procedural
Criminal >< Civil
Criminal: Offence against whole community even though only one person may suffer
+ Prosecutor  Defendant
+ Sanction/Remedy: Imprisonment, fine, …  Tiền sẽ trả về cho Nhà nước
+ Doubt >90%
Civil: Dispute between indi/business organization
+ Claimant/Plantiff  Defendant  Appellant
+ Damage, injunction, …  Tiền sẽ trả cho bên đối phương (compensate – bù đắp tổn thất)
+ 51%/49%
Substantive >< Procedural
Substantive: Create & control right & obligation of parties
 Element/Condition to apply
Procedural: Process of enforcing right & obligation under substantive law + settlinng dispute
 Rule on procedure/evidence
Statutory interpretation
Literal: Interpret theo nghĩa literal và ordinary nhất
Golden: Nếu literal cho ra kết quả absurdily/obnoxious  Judge phải adapt another để cho ra
kết quả least absurdily
Mischief: Court phải xem law như thế nào before legislation được passed để tìm ra
gap/mischief legislation intend to cover  Giải quyết chúng
Class: General follow particular  Interpret general theo particular of same class
Customs
Rules on conduct
+ Clear content  Determine right & obligation of indi and legal entity of civil legal relation
+ Formed and repeated many times over a long period
+ Widely recognized and adapted
Rules on application: If it is not required by law + parties cannot make aggreement  Apply
customs but not contravene basic principles of Civil Law

CIVIL LAW OF VN
Definition
+ Separate law branch thuộc VN legal system
+ Regulate legal relations: Property (quan hệ tài sản) and personal identity (quan hệ nhân
thân)
+ On basis of: Equality | Freedom of will | Property independence | Self-responsibility
Types of legal relation
+ Property: Có thể định giá bằng tiền tệ  Trao đổi/chuyển giao được
+ Personal: Không thể định giá bằng giá trị tiền tệ  Ko thể trao đổi
 TUY NHIÊN: Có 2 dạng personal
+ Ko gắn liền tài sản: Như trên
+ Gắn liền tài sản: Phát sinh thêm quyền tài sản  Trao đổi được sau đó
General principles
+ Equality
+ Freedom & Voluntariness
+ Honesty & good faith
+ Respect national – ethnic – public interest | legitimate right & interest of other
Sources
Statutory law
Legislation
+ Constitution (2013)
+ Code (2015)
+ Other
Delegated legislation
+ Case law
+ Customary law
Civil legal relation
Definition
+ Thuộc social relation
+ Arise from material and personal interest
+ Governed by Civil law
Charactiristics: Parties
+ Equal
+ Responsible for their own acts
+ Have free will
+ Independent in property
Elements
Objects
+ Things
+ Conduct
+ Nonconduct
Content: Roght & obligaiton of parties
Party:
+ Indi
+ Legal entity
+ Household & co-operative groups
+ State-special organization
 Have capacity
 Indi + Capa = Party
 (civil) Legal capa + Act capa = Capa of party
Capacity for civil conduct (act capa)
+ Person’s capability to establish and exercise right | perform obligation through acts
+ Depends on age/mental health status
+ No: <6
+ Limited: 6<= <18
+ Full: >= 18
Capacity for indi (legal capa)
+ Person’s capability to have right & obligation
+ All indi have the same capa
+ Commence at birth | Terminate at death
Legal entity: Must have
+ Name in VN
+ Charter of law
+ Management body
+ Establish in accordance to VN law
+ Have legal/authorized representative
Capacity for legal entity
+ Arise from: Time when establish
+ Registration of operation: Time of entry into registration
+ Terminare: Time of entry terminated
 Công ty tư nhân: gắn liền tài sản với công ty  Not
 Công ty TNHH 1 thành viên: ko gắn liền tài sản  Yes
Grounds for establish, change, terminate civil legal relations
+ Regulated by law
+ Parties have capa
+ Legal event: Event arise in form of conduct/nature incident  Lead to … of legal relation
Ownership relation
Thuộc civil legal relation
Parties: Owner – Nonowner
Objects: Property/Benefit aimed at
Content: Owner have right to possess, use, dispose. Othert parties have o respect owner’s
right and have the right to possess, use under owner’s authorization, sometimes have right to
dispose
Types
+ Private: Natural/Juridical person
+ Multiple: More than 1
Ownership right
+ Right to possess: Hold & control property
+ Right to use: Exploit usage | Enjoy yiels and income derived from property
+ Right to dispose: Transfer ownership | Renounce right | Destruct property
Possession of legal basis
Owner possess property
Person who authorized by owner have right to manage property
Person who transferred right by owner through civil transaction in according to provision of
law
Person who discover and have the right to keep in according to this code or relevant:
+ Derelict
+ Unidentified owner
+ Let drop on ground
+ Left over out of inadvertence
+ Buried/Sunken
Stray
+ Domestic
+ Poultry
+ Raised aquatic
>< Nonlegal basis:
+ Based on perception of owner
+ Bona fide: Ảo tưởng là mình có quyền sở hữu
+ Not in good faith
Civil obligation
Definition
+ Obligation acts
+ 1/More obligors transfer object/right, pay money, provide valuable papers, perform
obligation, refrain from perform obligation in interest of obligee
Bases for giving rise to
+ Contract
+ Unilateral legal act
+ Unauthorized act performance
+ Unlawful possession/use/receipt benefit from property
Bases for termination
Termination of obligation release obligors from performing obligation
Types
+ Separate (Severable): Mỗi obligor chỉ perform phần obligation đã chia
+ Joint:
Obligee có thể bắt một trong những obligor thực hiện hết obligation
Người bị bắt làm hết có thể yêu cầu những người còn lại trả tiền cho mình (coi như tiền công)
Nếu obligee release 1 trong những obligors (người này kp lm hết)  Những người còn lại
tiếp tục thực hiện phần đã chia của mình
Nếu obligee release người đã được chỉ định lm hết từ trước  Những người còn lại cũng
được release

CIVIL CONTRACT
Definition
+ Agreement between parties in relation of formation, modification, termination of civil right
and obligations
 Agreement which legally binds parties
Types
Based on division on civil right & obligation between parties
+ Unilateral: 1 has right & 1 has obligation
+ Bilateral: Both have right & obligation to each other
Based on interdependence of validity between contracts
+ Main: Not depend on sub
+ Sub: Depend on main
+ Contract for third party
Parties enter into  Perform obligation >< Third party: Enjoy benefit
+ Conditional
Obligation performance depend on occurrence, amendment, termination of certain event
Formation
Principle of enter into (cứ principle thì là liệt kê các đống tương tự này)
+ Freedom
+ Voluntariness
+ Not violate law and social ethic
+ Equality & good faith & honesty
Content
+ Parties agree content
+ Have: Subject of matter | Quanlity & Quantity | Price and payment method | Time-limit,
place, obligation perform method | Right & obligation of parties | Liabilities for breach |
Method of resolving dispute
Condition of validity
+ Parties enter voluntarily
+ Parties have capa
+ Conduct & purpose are legal
+ Form is legal: Conduct | Words | In writing | Notarized document
 Parties must comply with law + Foreign: In writing
Invalid  Legal consequences
Causes
+ Violate one of 4 conditions above
+ Violate law/social ethic
 Legal consequence
+ For parties: Avoid not giving rise to, amend, terminate right & obligation from the time of
establishment
+ For sub: Inivalidity of main terminate sub | Parties can replace main into sub
Agreement
Offer definition: Clear expression made by offeror intend to be bound by offer to other
(determined party/public)  cả 2 đều phải lm cùng 1 lúc (hereinafter collectively...)
Offeror  offeree
(offer contract  accept)
Offer >< Invitation to treat
Offer = Proposal  (accept)  Contract
Invitation to treat = Invite sb to make a proposal  (respond)  offer
Example
+ Display of goods with price tag in shop window/supermarket shelf
+ Advertisement, catalogues, brochures
+ Company prospectuse (bản cáo bạch): Invite application of public to its subscribe share
+ Aunction | Tender
Time-limit for effectiveness
+ Definition: Period of time offeror is bound by offer (dựa vào definition của offer)
+ Can be specified in offer
+ If no: within reasonable time
+ Cannot make an agreement: court will set a time-limit
Termination
+ By acceptance
+ By rejection
+ By modification
+ By revocation
+ By time-limit expire
Acceptance
+ Definition: Reply to offeror accept the entire content
+ Must be communicated with offeror
+ Must be received by offeror within period in offer
+ SILENCE IS NOT ACCEPTANCE
+ Acceptance is effective when
VN: Be received by offeror  Receipt rule
Foreign: Letter is posted  Postal rule
+ Time-limit for acceptance
+ Withdrawal of notice
Obligee can withdrawal notice if notice arrive prior to/at the same time offeror receive
accepting reply from obligee
Counter-offer: Acceptance but wan to modify some terms/introduce new terms
 Lúc này ko còn là accpetance nữa mà đã chuyển thành counter-offer
Counter-offer >< Inquiry
Counter-offer: Một khi đã muốn như kia  Invalidate offer (mất hiệu lực)
>< Inquiry: Not terminate offer
How contract is made (Quy trình tạo nên contract  ghép bừa)
+ Offer  Acceptance  Contract
+ Invitation to treat  Offer  Acceptance  Contract
+ Offer  Counter-offer  Acceptance  Contract
Performance: Performance of acts | of a party | in contractual relation  Satisfy legitimate
right & obligation to others (cứ của other là có từ “legitimate”)
Excuse for breach
+ Force majeure
+ Fault for non-breaching party