What is the Civil Contract?

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Famous law firm in Vietnam in civil contract with high skills and knowledge in many fields of economic, IT, construction, real estate, family, debt collection ..., Dragon Law Firm provides some legal information about the civil contract for reference. Clients can find more detail in the Civil Code 2015, Articles from 385-397.

I. Definition of civil contract

Civil contract means an agreement between parties in relation to the establishment, modification or termination of civil rights and obligations.

II. Offers to enter into civil contracts

1. Offer to enter into a contract means a clear expression by the offeror of its intention to enter into a contract and to be bound by such offer made to another specific party or the public.

2. Where an offer to enter into a contract has specified the time for reply and the offeror enters into a contract with a third person during the time-limit for reply by the offeree, if the offeror fails to enter into the contract with the offeree and the offeree suffers damage, the offeror must compensate the offeree for such damage.

III. Time-limit which offer to enter into contract remains effective

1. The time-limit within which an offer to enter into a contract remains effective shall be determined as follows:

a. Where an offeror has specified such time-limit;

b. Where an offeror has not specified the time-limit, the offer to enter into the contract is effective as from the time the offeree receives the offer.

2. The following cases shall be deemed to be receipt of an offer to enter into a contract:

a. The offer is delivered to the place of residence if the offeree is a natural person, or the offer is delivered to the head office if the offeree is a juridical person;

b. The offer is placed into the official information system of the offeree;

c. When the offeree knows about the offer to enter into a contract by way of other means.

IV. Modification or withdrawal of offers to enter into contracts

1. An offeror may modify or withdraw an offer to enter into a contract in the following cases:

a. If the offeree receives notice of modification or withdrawal of the offer prior to or at the same time as receipt of the offer;

b. The offeror clearly specified the circumstances in which the offer could be modified or withdrawn and such circumstances have in fact arisen.

2. When the offeror modifies the contents of the offer, that offer shall be deemed to be a new offer.

V. Rescission of offers to enter into contracts

If the offeror exercises the right to rescind the offer to enter into a contract on the ground that such right was specified in the offer, the offeror must notify the offeree and such notice shall only be effective if the offeree receives the notice prior to the offeree providing its acceptance of the offer to enter into the contract.

VI. Termination of offers to enter into contracts

An offer to enter into a civil contract shall terminate in the following cases:

1. The offeree replies that the offer is accepted.

2. The offeree replies that the offer is not accepted;

3. The time-limit for acceptance has expired;

4. When notice of modification or withdrawal of the offer becomes effective;

5. When notice of rescission of the offer becomes effective;

6. As agreed by the offeror and the offeree within the time-limit within which the offer to enter into a contract remains effective.

VII. Amendment of offer proposed by offeree

When an offeree accepts the offer to enter into a contract but specifies conditions or amendments to the offer, the offeree shall be deemed to have made a new offer.

VIII. Acceptance of offers to enter into contracts

1. Acceptance of an offer to enter into a contract means a reply by the offeree to the offeror accepting the entire contents of the offer.

2. The silence of the offeree shall not mean an acceptance of the offer to enter into the contract, unless it is agreed upon or habit established by the parties.

IX. Time-limits for acceptance offers to enter into civil contracts

1. Where an offeror has specified a time limit for reply, a reply accepting shall only be effective if it is made within that time limit. If the offeror receives an acceptance after the time-limit has expired, such acceptance shall be deemed to be a new offer from the party which is late in replying.

When the offeror does not specify the time limit for reply, the reply accepting shall only be effective if it is made within reasonable period.

2. If a notice of acceptance of an offer to enter into a contract arrives late for objective reasons which the offeror knows or should know, such notice shall still be effective, unless the offeror immediately replies that it does not agree with such acceptance by the offeree.

3. Where the parties communicate directly, including conversations by telephone or other means of communication, the offeree must reply immediately as to whether or not it will accept, except where there is an agreement on the time-limit for reply.

X. Withdrawal of notice of acceptance to enter into contract

The offeree may withdraw notice of acceptance to enter into a contract if such notice arrives prior to or at the same time as the offeror receives the reply accepting the offer to enter into a contract.

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