19/07/2022 09:10

Summary of 05 judgments on business cooperation contract disputes in Vietnam

Summary of 05 judgments on business cooperation contract disputes in Vietnam

Business cooperation contract (BCC contract) is a contract signed between investors for business cooperation, profit sharing, and product distribution according to the provisions of the law without establishing economic organizations. (As explained in Clause 14, Article 3 of the Investment Law 2020 of Vietnam)

Disputes about business cooperation contracts often revolve around the following issues:

- File a lawsuit requesting to withdraw investment capital.

- Disputes over assets and profits of business cooperation activities.

- Disputes related to transparency in business management in accordance with contractual agreements affect the interests of the parties.

Below, is a summary of judgments with content on business cooperation contract disputes, please refer to the resolution of courts at all levels:

1. Judgment 146/2019/DSPT  dated August 21, 2019 on the business cooperation contract dispute

- Judgment level: Appellate

- Judicial body: Can Tho City People's Court

- Quoting the content: "On March 26, 2018, he and his wife signed a business cooperation agreement with M Joint Stock Company (abbreviated as Company) to contribute business capital and distribute profits with term is 3 years. He and his wife contributed VND 150,000,000 to the Company to build a production and trading facility for high-class plastic furniture, the business process suffered a loss, so he and his wife contacted the Company to terminate the contract. Now, he and his wife sue to ask the Company to return the remaining contributed capital of VND 136,632,000, after deducting the initial investment costs as agreed.

2. Judgment 913/2019/KDTM-PT dated October 15, 2019 on the business cooperation contract dispute

- Judgment level: Appellate

- Judicial body: Ho Chi Minh City People's Court

- Quote from the content: “HPH Company signed a cooperation contract No. 01/HĐHT-HPH/2017 with ML Company. The two sides agreed to cooperate in exploiting the guest house of the H City Command with the MV-branded hotel service. The term of the business cooperation contract is until June 6, 2022. ML Company will enjoy all profits and benefits obtained from business activities and from 2017 to 2020 will divide the profit for HPH Company is 28,000 USD/month, and from 2020 to 2022 is 28,000 USD/month. 30,800 USD/month. HPH Company received a deposit from ML Company of 3,184,300,000 VND. Immediately after signing the contract, HPH Company handed over all the works and equipment invested here to ML Company to conduct the hotel business.

3. Judgment 720/2020/DS-PT dated 28/07/2020 on the business cooperation contract dispute

- Judgment level: Appellate

- Judicial body: Ho Chi Minh City People's Court

- Quoting the content: "Mr. T and his wife Mr. Q, Mrs. N1 signed a business cooperation contract on March 14, 2008 with the content: House and land No. 76/9 NTT with an area of ​​​​1,551.85m² is the common property between Mr. T (owns 35%) and Mr and Mrs. Q and Mrs. N1 (owns 65%). The two parties agree that Mr. Q and Mrs. N1 are on the Land Use Right Certificate and may not buy, sell, mortgage, rent or use without the written consent of Mr. T. Regarding the liquidation of the contract, the two parties agree that after transferring the above house, which party's capital part will be taken back, the profit is divided according to the ratio, Mr. T gets 40% and Mr. Q and Mrs. N1 get 60%. If not sold, the parties will divide the land according to the capital contribution ratio."

4. Judgment 148/2020/DS-PT dated 23/11/2020 on the business cooperation contract dispute

- Judgment level: Appellate

- Judicial body: People's Court of Ba Ria Vung Tau province

- Quote from the content: "Through the introduction of friends, Mr. L learned that Mr. and Mrs. Nguyen Van T and To Thi Hong Y had an empty factory area that did not produce any products. After meeting, meeting and discussing, Mr. L and Mr. T and his wife agreed to cooperate in producing wood pellets in Mr. T's factory. Mr and Mrs. T have a factory but do not have specialized machinery and equipment. used to produce wood pellets and had no business capital. Therefore, on June 5, 2018, after the agreement, Mr. L and Mr. T signed a cooperation contract to produce wood pellets. After receiving machinery and equipment and investment money, Mr. T put it into use to produce wood pellets. As of November 8, 2018, Mr. T has divided the profit with Mr. L 3 times, the total amount is VND 150,000,000. After that, Mr. T stopped producing wood pellets, so there was no product. On December 13, 2019, Mr. T and his wife signed a contract to transfer the entire land plot and wood pellet factory to another person. Therefore, now Mr. L does not agree to continue to comply with the agreement."

5. Judgment 09/2020/KDTM-PT dated September 29, 2020 on the business cooperation contract dispute

- Judgment level: Appellate

- Judicial body: People's Court of Hau Giang province

- Quoting the content: "Due to a relationship of knowing each other for many years, Quach Truong T and Huynh Thanh T1 twice made a business cooperation agreement to invest in the project to earn profits. For both projects, signed by Mr. Huynh Thanh T1 representing the company. Regarding the delivery and receipt of money, both Mr. T1 and Mr. T deliver and receive each other, after receiving enough money, Mr. T1 and Mr. T make a receipt to receive the money. The delivery of the money was not witnessed. After signing the contract and receiving the money, the company violated the contract. Specifically: The company did not provide information on the investment, did not inform about the project implementation progress, did not exchange, discuss, share profits with Mr. T as agreed, even evaded, prevent Mr. T from participating in the project and refuse to acknowledge the capital Mr. T has contributed to the company."

Nhu Y
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