Is party in a powerful position liable for an disadvantageous content in Vietnam?
Is party in a powerful position liable for an disadvantageous content in Vietnam? What do contents of contracts in Vietnam comprise?
My company has an agreement and then signs a purchase and sale contract with a partner. Their side is the party that drafts the contract and is the seller of the goods, but some terms in this contract are not clear and are disadvantageous to my side. I wanted them to explain those terms to me, but they refused. So if after signing the contract, there is a dispute related to those terms, will their party be responsible for anything? In some cases, can I consider a partner's silence as consent? Thank you!
Is party in a powerful position liable for an disadvantageous content in Vietnam?
Pursuant to Article 404 of the 2015 Civil Code, interpretation of contracts is as follows:
1. Where a contract contains terms and conditions which are unclear, the interpretation of such terms and conditions shall be based not only on the wording of the contract but also on the mutual intentions of the parties during the process prior to and after the time of establishment and performance of the contract.
2. Where a term of a contract may be interpreted in different ways, it shall be interpreted in the way which, when effective, will best benefit the parties.
3. Where the wording of a contract may be interpreted in different ways, such wording shall be interpreted in the way most appropriate to the nature of the contract.
4. Where a contract contains a term or wording which is difficult to understand, such term or wording shall be interpreted in accordance with the customary practice of the place where the contract was entered into.
5. Where there is a conflict between the mutual intentions of the parties and the wording used in the contract, the mutual intentions of the parties shall be used in order to interpret the contract.
6. Where the party in a powerful position inserts into the contract contents which are disadvantageous to the party in a weak position, the contract shall be interpreted in a manner favoring the party in a weak position.
According to this Article, you have the right to ask the other party to explain the contract. If they don't explain the contract then you can sue in Court when there is a contract dispute in Vietnam. The court can apply the above clause to evaluate whether your business party is a weak position or not, thereby having a basis to ask the other party to be responsible for the terms that are disadvantageous to your party in the contract.
What do contents of contracts in Vietnam comprise?
Pursuant to Article 398 of the 2015 Civil Code, the contract content is as follows:
1. The contracting parties may agree on the contents of a contract.
2. A contract may have the following contents:
a) Subject matter of the contract;
b) Quantity and quality;
c) Price and method of payment;
d) Time limit, place and method of performing the contract;
dd) Rights and obligations of the parties;
e) Liability for breach of contract;
g) Methods of settlement of disputes.
Best Regards!
