Limitation on caveat emptor rules under Vietnam Civil Code 2015

The new Civil Code 2015 has substantially limited the caveat emptor rules in Vietnam. The Civil Code 2015 requires a party before entering into a contract with another party to disclose to the other party information that may affect such other party’s decision to enter into the contract. Failure to notify will be subject to compensation for damages. On the other hand, the normal caveat emptor rule does not require a seller to disclose information about the seller’s goods to a buyer unless the buyer specifically asks for such information (e.g. by way of a contractual representation).

Before Civil Code 2015, the Commercial Law 2005 also requires a seller in a sale of goods contract to be liable for defects relating to the goods if such defects cannot be discovered via standard examination by the buyer and the seller knows or must have knew about such defects. Goods under the Commercial Law 2005 may broadly cover many kinds of assets include real properties and shares or other securities.