Article 404.6 of the Civil Code 2015 provides that where the drafting party in a contract inserts into the contract contents which are disadvantageous to the other party, the contract will be interpreted in a manner favouring the other party. This provision not only applies to consumer contracts but also to commercial contracts between two commercially-sophisticated parties. Accordingly, the party who prepares the first draft of a commercial agreement may be subject to the risk of adverse interpretation in future disputes. In addition, parties, when negotiating a contract, may now need to keep track of who drafting which provision in the contract.

The Civil Code 2015 will take effect from 1 January 2015 and will likely to have material changes to the Vietnamese legal framework. The Civil Code 2015 applies to relations between individuals and/or legal persons which are established on the basis of (1) equality, (2) freedom of choice, (3) having one’s own assets and (4) being liable for oneself (civil relations). This is a major change to the scope of application of the Civil Code 2005 which applies to civil relation, family and marriage, business, commercial and employment. There are a few issues arising from the changes: