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1 INTERNATIONAL CONTRACTS LAW

Lecturer: LLM.Nguyễn Minh Bách Tùng
Law Falcuty

2 OVERVIEW ON GENERAL ISSUES

What is International Business?
Overview of International Commercial Contracts.
Settling disputes arising from International Business.
International Sales Contracts.
International Cargo Transportation Contracts.
International Payment.

3 1.1. THE CONCEPT OF INTETNATIONAL BUSINESS LAW

What is business?
Business is the continuous execution of one, some, or all stages of the investment process, from
production to the consumption of products or the provision of services in the market with the aim
of making a profit. (Clause 21, Article 4 of the 2020 Enterprise Law)
International Business?
Is business activities on an international scale or business activities with foreign elements.
E.g.: - International transportation contracts;
- International investment contracts.

4 1.1. THE CONCEPT OF INTETNATIONAL BUSINESS LAW

International business law is a compilation of legal regulations governing international business
relations among merchants.

5 1.1. THE CONCEPT OF INTETNATIONAL BUSINESS LAW

Subject
Object
Related legal events
Governing laws
Dispute settlement agencies.
6 1.1.1. SUBJECTS OF INTERNATIONAL BUSINESS LAW
A legal entity means having legal capacity, and the signatory has the capacity to act and the
authority to sign the contract.
The subject of an international sales contract includes foreign traders.
The legal capacity of a foreign trader is determined according to the laws of the country of which
the trader has the nationality.


7 1.1.2. TARGETS OF INTERNATIONAL BUSINESS LAW

Article 2 of the CISG 1980
This Convention does not apply to sales:
(a) of goods bought for personal, family or household use, unless the seller, at any time before or
at the conclusion of the contract, neither knew nor ought to have known that the goods were
bought for any such use;
(b) by auction;

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(b) by auction;
(c) on execution or otherwise by authority of law;
(d) of stocks, shares, investment securities, negotiable instruments or money;
(e) of ships, vessels, hovercraft or aircraft; (f) of electricity.


8 1.1.3. FORMS OF INTERNATIONAL COMMERCIAL CONTRACTS

Article 11 CISG 1980;
Article 12 CISG 1980;
However, according to Clause 2 Article 27, Vietnam Commercial Law 2005, states that:
“the form has legal value equivalent to a document” Clause 15 Article 3 VCL 2005.

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Article 11 CISG 1980:
“A contract of sale need not be concluded in or evidenced by writing and is not subject to any other
requirement as to form. It may be proved by any means, including witnesses.”

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Article 12 CISG 1980:
“Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its
modification or termination by agreement or any offer, acceptance or other indication of intention to
be made in any form other than in writing does not apply where any party has his place of business
I. United Nations Convention on Contracts for the International Sale of Goods 5 in a Contracting
State which has made a declaration under article 96 of this Convention. The parties may not
derogate from or vary the effect of this article.”



11 1.1.4. DISPUTE SETTMENT AGENCIES

Generally are International/Foreign Courts or Arbitration
12 1.1.5. LEGAL BASIS
Convention relating to a Uniform Law on the Formation of Contracts for the International Sales of
Goods (The Hague, 1964);
United Nations Convention on Contracts for the International Sale of Goods (CISG) 1980;
Other International Commercial Treaties;
Municipal Laws;
Vietnam Commercial Law 2005 (VCL 2005);
International Customs/Practices (Incoterms 2010, UCC, UCP 600,...);
Lex mercatorica;
Model contracts, cases,…
13 1.1.5.1. TREATIES
It is a general term for various legal documents that regulate contracts and issues related to
international commercial contracts, including conventions, agreements, protocols, etc...

14 1.1.5.2. MUNICIPAL LAWS

Classification of legal norms regulating contracts:
First, the mandatory provisions regulate the validity of the contract;

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First, the mandatory provisions regulate the validity of the contract;

Secondly, substantive rules, which are the rules that stipulate the rights and obligations of the
parties in the contract.

15 1.1.5.3. INTERNATIONAL PRACTICES
Commercial practices can be practices within a limited geographical area or can be trade customs
in a specific locality.

16 1.1.5.4.TẬP QUÁN TMQT

Tập quán thương mại quốc tế có đặc điểm sau:
Quy tắc xử sự được hình thành từ lâu đời
Có tính phổ biến, được áp dụng trong những hoàn cảnh tương tự và được nhiều người biết đến.
Tập quán thương mại quốc tế có hiệu lực trong trường hợp như sau:
Quốc gia của chủ thể HDTMQT công nhận bằng văn bản hiệu lực của tập quán TMQT như là của
quy phạm pháp luật.
Ý chí của các bên có thỏa thuận đưa tập quán TMQT vào HD hay không.

17 1.1.5.4. INTERNATIONAL CUSTOMS

In addition, other means are also used such as :
Model Contracts;
General terms of transaction;
Signing intructions.

18 1.1.5.5.LEX MERCATORICA
The main characteristics of Lex mercatorica
Transnational law;
The main sources are the customs of merchants/traders;
Merchants are the ones who evaluate and judge;
The process is quick and informal;
Bona fide (good faith).

19 1.2. THE VALIDITY OF INTERNATIONAL COMMERCIAL CONTRACTS

Conditions for the validity of the international sales contract:
The parties to the contract must have legal capacity and be authorized to enter into the
international sales contract;
The purpose and content of the contract do not violate legal prohibitions and do not go against
social ethics.
The contract is concluded on the basis of the principle of voluntariness;
The contract is signed in writing (written documents).


20 1.3. VOID CONTRACT AND LEGAL CONSEQUENCES

1. Invalidity of civil transactions due to misunderstandings:
Article 126 Vietnam Civil Code 2015. Invalidity of civil transactions due to misunderstandings:
“ 1. Where an established civil transaction involves a misunderstanding resulting in the failure by one
or more parties to reach the objective of the transaction establishment, the misunderstanding party

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has the right to request that the court declare the civil transaction invalid, except for the case
prescribed in clause 2 of this article.
2. An established civil transaction involving a misunderstanding shall not be invalid in the case the
objective of the civil transaction establishment of the parties has been achieved, or the parties may
immediately rectify the misunderstanding, thus achieving the objective of the civil transaction
establishment.”

21 1.3. VOID CONTRACT AND LEGAL CONSEQUENCES

2. Invalidity of civil transactions due to deception:
“Deception in a civil transaction means an intentional act of a party or of a third person for the
purpose of misleading the other party as to the subject, nature of the entity, or contents of the civil
transaction which has caused the other party to enter into the transaction.”- Article 127 Vietnam Civil
Code 2015.

22 1.3. VOID CONTRACT AND LEGAL CONSEQUENCES

3. Invalidity of civil transactions due to threat:
Invalid due to violation of the principle of voluntary agreement.
“Threat or coercion in a civil transaction means an intentional act of a party or of a third person
which compels the other party to implement the civil transaction in order to avoid danger to life,
health, honour, reputation, dignity or property or that of its relatives.”- Article 27 Vietnam Civil Code
2015.


23 1.3 THE STATUTE OF LIMITATIONS FOR REQUESTING THE COURT TO DECLARE THE
CONTRACT VOID
Clause 1 Article 132 Vietnam Civil Code 2015 states that:
“The time-limit within which a request may be made to a court to declare a civil transaction invalid in
articles 125, 126, 127, 128 and 129 of this Code shall be two years as from the date:…”
24 1.3 THE STATUTE OF LIMITATIONS FOR REQUESTING THE COURT TO DECLARE THE
CONTRACT VOID
(a)The representative of a minor, a person who has lost the capacity for civil acts or has restricted
capacity for civil acts, or a person who has difficulty in awareness or control of his or her acts knew or
should have known that the principal himself or herself established or performed the transaction;
(b) The misunderstanding or deceived person knew or should have known that the transaction was
established due to the misunderstanding or deception;
(c) The threatening or coercing person ceases the act of threat or coercion;
(d) The person incapable of being aware of or controlling his or her acts establishes the transaction;
(dd) The civil transaction is established, in the case the civil transaction did not conform to provisions
on its form.