Determination of a contract term under Vietnamese Civil Code 2015

Commonly, a contract would contain a clause defining the effective term of such contract (thời hạn có hiệu lực của hợp đồng). In such clause, the moments the contract take effect and cease to have effect are determined, whether by a certain period or an occurrence. Nonetheless, the Civil Code 2015 does not have any provisions on the “term” of contracts. Instead, the Civil Code 2015 has separate provisions for (i) the term or time-limit, and (ii) the moment when a contract takes effect and the circumstances where a contract is terminated.

Under the Civil Code 2015, by default, the commencement of a term by reference to an event would start on the day immediately following the date of such event but not the date of the event itself. Therefore, if the term of a contract is defined to commence on the signing date, the contract would actually take effect on the day after, which might not be what the parties intended. Due to this, a contract could be effective on the signing date if (1) so provided by law or (2) the parties agreed on a different method for calculating a term.

Regarding (1), one might argue that the provisions specific to contracts under the Civil Code 2015 should be deemed as a “different regulations” of the law. According to Article 401.1 of the Civil Code 2015, the commencement of the term of the contract would be the moment such contract is executed or otherwise agreed by the parties. However, Article 401.1 of the Civil Code 2015 also provides an exemption of “otherwise provided by relevant law”, which could cause a confusion as to which provision would prevail to govern the term of a contract.

Regarding (2), as mentioned above, the parties can agree on a different method for calculating a time-limit, which could resolve the confusion in case both provisions are applied to govern a term of a contract. For example: “The term of this Agreement shall be 2 years from the signing date of this Agreement inclusive.” In this example, the parties agree that the signing date would also count towards the term of the Agreement, which arguably could be considered as an agreement on a different method for calculating the term of the Agreement.

This post is contributed by Le Thanh Nhat, a trainee at Venture North Law.