Contents of Contracts under Civil Law ???

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I. Contents of contracts

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.

II. Places for entering into contracts

The place where a contract is entered into shall be as agreed by the parties; if there is no agreement, such place shall be the residence of the individual, or the head office of the legal entity, having made the offer to enter into the contract.

III. Time when contracts are entered into

1. A contract is entered into at the time when the offeror receives the reply accepting to enter into the contract.

2. If the parties have agreed that silence shall constitute an acceptance within a time limit, the contract shall also be deemed to be entered into when such time-limit has expired.

3. The time when an oral contract is entered into is the time when the parties have reached agreement on the contents of the contract.

4. The time when a written contract is entered into shall be the time when the last party signs the contract or by other forms of written acceptance.

If a contract is entered into orally and then it is made in writing, the time when the contract is entered into shall be determined as prescribed in Clause 3 of this Article.

IV. Effectiveness of contracts

1. A contract legally entered into shall take effect from the time when it is entered into, unless otherwise agreed or otherwise provided by law.

2. From the effective date of the contract, contracting parties must mutually exercise rights and perform obligations as agreed. A contract may be amended or terminated as agreed by the parties or prescribed by law.

V. Principal types of contracts

Contracts comprise the following principal types:

1. A bilateral contract is a contract whereby each party has an obligation to the other;

2. A unilateral contract is a contract whereby only one party has an obligation;

3. A principal contract is a contract the effectiveness of which does not depend on another contract;

4. An ancillary contract is a contract the effectiveness of which depends on a principal contract;

5. A contract for the benefit of a third person is a contract whereby contracting parties must perform obligations for the benefit of a third person and the third person enjoys benefits from such performance;

6. A conditional contract is a contract the performance of which depends on the occurrence, modification or termination of a specified event.

VI. Appendices to contracts

1. Appendices providing details on certain terms and conditions of a contract may be attached to the contract. The appendices shall have the same effectiveness as the contract. The contents of the appendices shall not contradict the contents of the contract.

2. If the terms and conditions of the appendices contradict the terms and conditions of the contract, such terms and conditions of the appendices shall be ineffective, unless otherwise agreed. If the parties agree that the terms and conditions of the appendices contradict the terms and conditions of the contract, the terms and conditions of the contract which are contradicted shall be deemed to have been amended.

VII. Interpretation of contracts

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.

For more reference, kindly find out in the Vietnamese Civil Code 2015, Article from 398 to 404. Dragon Law Firm, famous law firm in contract in Vietnam is always with Clients.

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