In civil contracts, does "silence" signify acceptance or rejection of an agreement in Vietnam?

In civil contracts, does "silence" signify acceptance or rejection of an agreement in Vietnam? (Illustration)

A civil contract is an agreement between parties regarding the establishment, modification, or termination of civil rights and obligations. According to the provisions of Article 400 of the Civil Code 2015, the time of entering into a civil contract in Vietnam is determined as follows:

- A civil contract is formed when the offeror receives the acceptance of the contract;

- If the parties agree that silence constitutes acceptance of the civil contract within a certain period, the contract is formed at the end of that period;

- The time of entering into a verbal civil contract is when the parties agree on the contract’s contents;- The time of entering into a written civil contract is when the last party signs the document or when acceptance is expressed in another form in the document.

Note: In cases where a verbal civil contract is followed by a written confirmation, the contract is considered formed at the time the contents were agreed upon verbally.

Furthermore, Clause 2 of Article 393 of the Civil Code 2015 stipulates that the silence of the offeree cannot be construed as acceptance of the offer to enter into a contract, except where there is an agreement or established practice between the parties.

Thus, based on the above regulation, the silence of the offeree cannot be deemed as acceptance of the offer to form a civil contract, and the offeror must not assume that the civil contract has been formed based on the offeree's silence. However, the Civil Code 2015 also provides that silence can be considered acceptance of the offer to form a civil contract in the following cases in Vietnam:

Case 1: The parties agree that the offeree’s silence is considered acceptance of the civil contract.

Case 2: Silence is a habitual practice that has been established between the two parties.

It can be observed that the offeree's silence does not necessarily mean that the civil contract has been formed, but in cases where there is an agreement or an established practice between the two parties, silence can be construed as forming a civil contract.

Besides the case of silence in forming a civil contract being seen as acceptance, the law also provides for silence being considered acceptance in the registration of labor regulations. Specifically, Article 28 of Decree 05/2015/ND-CP stipulates the registration of labor regulations as follows:

- Within 10 days from the date of issuance of the labor regulations, the employer must submit the registration dossier to the provincial labor authority where the business is registered.

- Upon receiving the complete registration dossier, the provincial labor authority issues a certificate of receipt of the labor regulation registration dossier to the employer.

- Within 07 working days from the date of receipt of the registration dossier, if the labor regulations contain provisions contrary to the law, the provincial labor authority will notify the employer and guide them to make amendments and re-register the labor regulations.

- The labor regulations come into effect after 15 days from the date the provincial labor authority receives the registration or re-registration dossier.

Thus, if after 15 working days, the Department of Labor - War Invalids and Social Affairs of Vietnam does not respond to the labor regulations containing provisions contrary to the law, this silence means that the labor regulations shall automatically take effect.

Ty Na

>> CLICK HERE TO READ THIS ARTICLE IN VIETNAMESE