The use of extrinsic evidence for contract interpretation under Vietnamese Law

Does “extrinsic evidence” exist under Vietnamese law?

Vietnamese law does not specifically deal the concept of “extrinsic evidence”. Extrinsic evidence is usually understood as evidence relating to a contract but not appearing on the face of the contract because it comes from other sources, such as statements between the parties or the circumstances surrounding the agreement.

However, Article 404.1 of the Civil Code 2015 provides that:

“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 intentions of the parties which are expressed before and at the time of preparation and performance of the contract.”

Accordingly, the Civil Code 2015 appears to allow the use extrinsic evidence as a source of the contract interpretation.

Venture North Law's Legal Guide To Merger Control In Vietnam

This guidance provides an overview of “merger control” regulations in Vietnam. It will cover regulatory framework and authority, relevant trigger events and thresholds, notification requirements, procedures and timetable, substantive test, remedies, penalties, and appeals. Many of the questions in Venture North Law’s merger control guide follow the standard questions in the International Comparative Legal Guide to Merger Control published by Global Legal Group annually.

This guidance is written by Nguyen Quang Vu, Le Minh Thuy, Ha Thanh Phuc, and Trinh Phuong Thao. The simplified version is arranged and edited by Tran Kim Chi.

A simplified version of the Venture North Law's Legal Guide To Merger Control In Vietnam could be downloaded here.

A full version with all legal citation of the guide could be downloaded here.

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New Draft Decree Implementing the Investment Law 2020

In October 2020, the Ministry of Planning and Investment (MPI) published a draft decree implementing the Investment Law 2020 (Investment Decree). The Investment Decree will replace Decree 118/2015 implementing Investment Law 2014. Some major changes provided in the Investment Decree are discussed below:

· Government guarantee - The Investment Decree clarifies that the investment assurance under Article 11.2 of the Investment Law 2020 may include (1) guarantee on foreign exchange availability, and (2) guarantee on contractual performance by Government authorities or State-owned enterprises. The clarification seems to revert to the provisions under Investment Law 2014 on government guarantees, which are removed in the Investment Law 2020.

However, it is not clear if the Government can issue such clarification in form of a government Decree since the Investment Law 2020 does not allow Government authorities to provide investment incentives to investors which are not provided in the Investment Law 2020 without the National Assembly’s approval. Guarantees on foreign exchange availability and contractual performance could also be viewed as a type of investment incentives.

New Draft Decree on Security Interests in Vietnam

In September 2020, the Ministry of Justice (MOJ) published a draft decree (Draft Decree) on security interests such as mortgages, or pledges in Vietnam. Once issued, the Draft Decree will replace Decree 163/2006 on the same topic. Some important changes are discussed below:

· Legal basis for the Decree - Unlike Decree 163/2006 which implements the Civil Code 2005 only, the Draft Decree is stated to implement the Land Law 2013 and the Housing Law 2014 on secured transactions.

· Parties’ autonomy - The Draft Decree appears to allow the parties to a secured transaction to agree on any issue relating to a secured transaction as long as such agreement complies with the fundamental principles of the Civil Code 2015. However, it is not clear if the parties can agree not to follow the provisions of the Draft Decree as long as such agreements comply with the fundamental principles of the Civil Code 2015.

· Flexible formality requirements – The Draft Decree expressly allows a secured transaction to exist in the form of a separate security contract, a part of another contract, power of attorney, or other unilateral undertakings unless otherwise restricted by law.

· Definitions of secured assets - The Draft Decree introduces various definitions of certain types of assets that can be used as secured assets in a secured transaction. In particular, the Draft Decree defines property rights (quyền tài sản) to include the right to claim debt, right to request for payment, interests arising from a contract, project development rights, right to sublease right to lease infrastructure in an industrial zone of which rent is paid a lump sum, or right to claim damages.

Vietnam Business Law