On 26 March 2024, the Supreme People’s Procuracy of Vietnam (the Supreme Procuracy) issued Official Letter no. 1083/VKSTC-V9 (the Official Letter) to respond to inquiries from local procuracies regarding supervision in legal proceedings regarding civil, marriage and family matters. Although these clarification and interpretation are non-binding, they constitute an important source of interpretation for the procuracy system to rely on. However, one should note that interpretation by a procurator is not binding on the court and therefore is not as important as a guidance issued by the superme court.

In this post, we will discuss some statements of the Supreme Procuracy under the Official Letter that we find interesting or noteworthy:

1)       Q&A no. 34: If (i) a civil transaction is not in the required form for it to be legally effective, (ii) the obligation therein cannot be quantified, and (iii) the court cannot determine how many parts of the obligation has been performed by the obligor then (a) Articles 129.1 and 129.2 of the Civil Code 2015, which allow an otherwise invalid transaction to remain valid if two thirds of the relevant obligations have been performed, would not be applicable to recognize the validity of such transaction and (b) such civil transaction would be consider invalid.

Our comments: The Supreme Procuracy seems to have taken the view that a party (i.e., the obligor who has performed a certain amount of work under such transaction) may only seek for recognition of the validity of a civil transaction if their situation is captured under Articles 129.1 and 129.2 of the Civil Code 2015.

Although this might be an understandable deduction from the straightforward reading of Article 129’s wordings, we believe that the aforementioned party should be able to request the court to consider their claim according to Article 14.2 of the Civil Code 2015 (i.e., the court should seek to apply customary practice, analogous law, basic principles of civil law, case law, and equity law to the case if Article 129 is not applicable) instead of being rejected immediately.

n 24 April 2023, the Justices of the Supreme Court of Vietnam (the Supreme Court) hosted an online seminar to tackle some issues that arise in the courts’ trial practice. Official Letter no. 196/TANDTC-PC issued by the Supreme Court on 3 October 2023 (the Official Letter) documents the results from the online seminar in April. The Official Letter contains mainly the clarification and interpretation of the Supreme Court of the existing legal provisions across various areas of law, including penal, civil, commercial, and administrative. Although these clarification and interpretation are non-binding, they constitute an important source of interpretation for the court system to rely on.

In this post, we will discuss some clarifications from the Official Letter that we find interesting or noteworthy:

1)         The subjects capable of committing the crime of “Intentional public disclosure of false information or concealment of information in securities activities” (Article 209 of the Penal Code 2015) are the natural persons or commercial legal persons responsible for public disclosure of information regarding securities, and not the parties to a securities transfer transaction.

Our comments:

The clarification for the Supreme Court is not clear since under the securities regulations, sometimes parties to a securities transaction must make public disclosure about the transaction (e.g., sale or purchase of shares by a major/inside shareholder). So it appears that this crime only applies to a person who violate the disclosure obligations under securities regulations but not to a person who fails to disclosure information under its contractual obligations.