Generally, contracts for sale and purchase of
goods and service contract shall be expressed in verbal or written form or
established with specific acts. For types of contract which must be made in
writing provided by law, such contract must comply with such form regulation.
Particularly, contract for international purchase and sale of goods shall be
conducted on the basis of written contracts or other forms of equal legal
validity.
Contract dispute
law firm in Vietnam
There are two cases of non-compliance with
form: (i) form of contract is not in accordance with the law and; (ii) contract
violates against regulations on notarizing or authorization. It should be noted
that the form of contract shall be the conditions for its effectiveness in
cases where it is provided by law. The time limit of requiring the court to
declare a contract of
non-compliance with form invalid is 02 years, from the
establishment date of contract. After such time limit, if there is still no
request for declaring contract invalid, such contract still remains valid.
When the contract is invalid, the general
rule is restoring everything to its original state and returning to each other
what have received. The non-compliance with form contract could be valid de facto
contract if recognized by the Court’s decision when one party or the parties
has fulfill at least two third of the obligation contract. Obligations means
work whereby one or more entities must transfer objects, rights, pay money or
provide valuable papers, perform or not perform certain work for the interests
of one or more other entities. However, one party or the parties fulfilling at
least two third of the obligation contract will not naturally make such
contract valid unless there is decision of the the Court to recognize such.
Specifically, according to request of one party, after fully considering
conditions mentioned above, the Court shall make a decision on recognizing the
validity of such contract.
It is important for parties to have a proper
contract with terms and conditions that provide sufficient details with
consideration of the nature of the business transactions and the possible
resolution when potential disputes arise. Further, the law governing
the contract and the dispute resolution clause which refers to court or arbitration choice
should be as clear as possible to avoid confusion and extended time resolving
the arisen disputes.
We are a law firm in Vietnam with international standard, local expertise and
strong international network. We focus on customers’ needs and provide clients
with a high quality legal advice and services. For advice or services request,
please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529
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