What are the differences between a power of attorney and an authorization contract according to the civil law in Vietnam?
- What is an authorization contract in Vietnam?
- What is a power of attorney in Vietnam?
- What are the differences between a power of attorney and an authorization contract according to the civil law in Vietnam?
- When will the principal have the right to terminate unilaterally the performance of the authorization contracts in Vietnam?
What is an authorization contract in Vietnam?
Pursuant to the provisions of Article 562 of the Civil Code 2015, specific authorization contracts are as follows:
Authorization contracts
Authorization contract means an agreement between parties whereby an attorney has the obligation to perform an act in the name of a principal. The principal shall only be required to pay remuneration if so agreed or so provided by law.
Accordingly, authorization contract means an agreement between parties whereby an attorney has the obligation to perform an act in the name of a principal.
What is a power of attorney in Vietnam?
Currently, there is no document specifying what a power of attorney is.
However, it can be understood that a power of attorney is a form of authorized representation performed by the subject unilaterally by legal acts, in which the authorizer appoints an authorized person to represent him or her to perform one or more of the following tasks: many jobs within the scope specified in the Power of Attorney,
What are the differences between a power of attorney and an authorization contract according to the civil law in Vietnam? (Image from the internet)
What are the differences between a power of attorney and an authorization contract according to the civil law in Vietnam?
- Same: Both are made in writing, the authorized party represents the authorizing party to establish and perform civil transactions and the parties can unilaterally terminate the authorization or according to the provisions of law.
- Different:
Participating subject:
++ Authorization contract is made and signed by the principal and the authorized person.
++ Power of attorney is made and signed by the authorizer (or called unilateral authorization).
+ Nature:
++ Authorization contract is essentially a contract, with an agreement of will between the parties. That is, the parties agree and transfer rights and benefits to each other.
++ Power of attorney is a unilateral legal act of the authorizing party and is applicable in many cases where a superior authorizes a subordinate to perform work through a power of attorney.
Authorization to a third party:
++ Authorization contract: The authorized party can only re-authorize a third party, if agreed by the authorizing party or provided for by law.
++ Power of attorney: The authorized person may not re-authorize, unless otherwise provided for by law.
Rights and obligations of the authorizing parties:
++ Authorization contract: has the rights and obligations of the parties.
++ Power of attorney: does not specify the rights and obligations of the parties.
Authorization term:
++ Authorization contract: The authorization period shall be agreed upon by the parties or prescribed by law; if there is no agreement and the law does not provide for it, the authorization contract shall be valid for one year from the date of establishment of the authorization.
++ Power of attorney: The time limit for authorization shall be prescribed by the Mandator or by law.
+ Notarization and authentication of authorization (if any):
++ Power of attorney authenticated at competent agencies (commune and district-level People's Committees, diplomatic missions).
++ Authorization contract is notarized at the Competent Authority (Notary Office, Notary Office, Diplomatic Mission).
Legal consequences:
++ Authorization contract:
The authorized party must properly perform its rights and obligations in the authorization contract, if the performance exceeds the scope of authorization, the authorizing party is not responsible for the excess.
If, after the authorization contract is made, the authorized party fails to perform the work as committed, the authorizing party has the right to request the authorized party to perform and compensate for damage (if any).
++ Power of attorney:
The authorized party properly performs its rights and obligations stated in the Power of Attorney.
If, after the power of attorney is made, the authorized party fails to perform the work as committed, the authorizing party also has no right to request the authorization recipient to perform, including compensation for damage, if any.
When will the principal have the right to terminate unilaterally the performance of the authorization contracts in Vietnam?
Pursuant to the provisions of Article 569 of the Civil Code 2015 as follows:
Unilateral termination of performance of authorization contracts
1. Where an authorization involves payment of remuneration, the principal has the right, at any time, to terminate unilaterally the performance of the contract but must remunerate the attorney in proportion to the acts performed and compensate for damage. If the authorization does not involve payment of remuneration, the principal has the right, at any time, to terminate the performance of the contract, subject to giving reasonable prior notice to the attorney.
A principal must notify any third person in writing of the termination of the performance of the contract by the principal. If the principal fails to do so, any contract with any such third person shall remain in effect, unless such third person knows or should know of the termination of the performance of the contract.
2. Where an authorization does not involve payment of remuneration, the attorney has the right, at any time, to terminate unilaterally the performance of the contract, subject to giving reasonable prior notice to the principal. If the authorization involves payment of remuneration, the attorney has the right, at any time, to terminate unilaterally the performance of the contract and must compensate for any damage caused to the principal.
Thus, based on the above provisions, the principal has the right, at any time, to terminate unilaterally the performance of the contract, but the legal consequences in each case are different as follows:
Where an authorization involves payment of remuneration, the principal has the right, at any time, to terminate unilaterally the performance of the contract but must remunerate the attorney in proportion to the acts performed and compensate for damage.
Where an authorization does not involve payment of remuneration, the attorney has the right, at any time, to terminate unilaterally the performance of the contract, subject to giving reasonable prior notice to the principal.
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