Validity of the Contract Appendix

Labor Contracts, Sales Contracts, Leasing Contracts, Business Cooperation Contracts and many other types of contracts: surely everyone has signed one of these types of contracts at some point in their life.

The content of the contract depends on the parties involved and the purpose of the contract, resulting in varying lengths. While brevity is ideal, a contract spanning hundreds of pages is genuinely challenging. It is difficult to review, modify, or supplement the terms within such lengthy contracts.

From these challenges arose what is known as contract appendices. The purpose of a contract appendix can be somewhat understood here. Indeed, appendices are often used as tools to simplify the drafting process and provide convenience for future modifications and additions.

Typically, for overly lengthy contracts, the main content is recorded in the main contract document, accompanied by one or more appendices that detail the aforementioned terms. For example, an appendix might describe the quality of goods and services, specify the delivery and receipt of goods, etc. Therefore, it is not uncommon to see a contract consisting of a main document and numerous appendices.

According to the provision of Article 408 of the Civil Code 2005:

1. The contract may have an appendix to specify details of certain terms of the contract. The appendix of the contract has the same effect as the contract. The content of the appendix must not be contrary to the contract.
2. In case the appendix of the contract has terms that contradict the content of the contract, that term will not be effective, unless otherwise agreed. If the parties accept the appendix with terms that contradict the contract, it will be considered that the contract has been amended.

Thus, according to this provision, the appendix of the contract holds the same validity as the main contract. Moreover, this rule explicitly states that the content of the appendix can be broader, narrower, conflicting, or contrary to the content of the contract. In this case, if the parties accept these contradictory contents, it will be considered that the contract has been amended.

Related Documents:

- Civil Code 2015

- Decree 44/2013/ND-CP guiding the Labor Code labor contract

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