MINISTRY OF JUSTICE MINISTRY OF EDUCATION AND TRAINING HANOI LAW UNIVERSITY NGUYEN BA DAT 453605 REQUIREMENTS FOR A VALID CONTRACT INENGLISH AND VIETNAMESE LEGAL SYSTEMS: A COMPARATIVE PERSPECTIVE Major: Comparative Law BACHELOR'S THESIS SUPERVISOR PHD. DOCTOR OF PHILOSOPHY INLAW DO THỊ ANH HONG Hanoi —2024 STATUTORY DECLARATION 1 herewith formally declare that I myself have written the submitted Bachelor's Thesis independently, the conclusions and data in the Bachelor's Thesis are trutifid and reliable. Confirmation of stpervisor Author of Bachelor's Thesis PhD. Doctor of Philosophy in Nguyen Ba Dat law Do Thi Anh Hong.
ACKNOWLEDGEMENTS extend my deepest gratinide to my supervisor, PhD. Doctor of Philosoply in lew Do Thi Anh Hong for her towavering patience, guidance, and invaluable expertise throughout this joroney. I also wish to express my heartfelt appreciation to the University Administrator and the esteemed faculty members of Hanoi Law University, whose dedicated instruction and wealth of inowledge have greatiy erviched my academic experience am also thankful to the Comparative Law Institute at Hanoi Law University _for their prompt provision of essential resources, which played a pivotal role in inspiring and aiding the timely completion of my Thesis. Finally, Lam geruanely grateful to my femily andfriends, whose vmvavering encouragement and support have been instrimental in my academic punstats and the successful completion of my Thesis.
Author of Bachelor's Thesis Nguyen Ba Dat LIST OF ABBREVIATIONS oa exemphi gratia (or example) ete t cetera (and so forth) ie id est that 1s) ed editor B2B ‘business to business P. (pp) page (pages) UCTA Unfair Contract Terms Act 1977 PECL Principles of European Contract Law CESL Commen European Sales Law 1CSID International Centre for Settlement of Investment Disputes SLIDE COVER STATUTORY DECLARATION ii ACKNOWLEDGEMENTS. ii LIST OF ABBREVIATIONS. Rationale of the Thesis.
Literature review of previous studies related to the Thesis. Scientific and practical significance of the Thesis, 7 3.2 Practical theoretical significance 7 4, Research objectives of the Thesis. 8 5, Research objects and research scope of the Thesis.1 The research object of the thesis, 8 5.2 Scope of research 8 6. Methodology and research method.
Thesis structure CHAPTER 1: THEORETICAL ISSUES OF THE FORMATIOI 1.1 General conception of the contract.2 Definition, characteristics, and classification of Requirements of a valid contract, 14 1.1 Definition of requirements of a valid contract.2 Characteristics of Requirements fora Valid contract: 16 1.1 In terms ofthe English legal system: 16 1.2 In terms ofthe Vietnamese legal system’ 17 1.3 Classification of Requirements for a Valid contract.3 1 In the English legal system: 18 1.2 In the Vietnamese Legal system: 19 1. Legal meaning of regulations about the Requirements for a valid contrac. The significance of the Requirements for a valid contract in the legal system of English. The significance of the requirements for a valid contract in the legal system of Vietnamese bì CONCLUSION OF CHAPTER I.
23 CHAPTER 2: COMPARISION OF REQUIREMENTS FOR A VALID CONTRACT IN ENGLISH AND VIETNAMESE LEGAL SYSTEMS .1 The provisions in English law regarding the Requirements for a Valid Contracts. Intention to create Legal relations 28 2.2 The provisions in Vietnamese law regarding the Requirements fora Valid Contracts 31 3.1 Conditions on subject competence 31 2.2 Conditions regarding the intention ofthe parties involved 36 2.3 Conditions on purpose and content of the contract 41 2.3 The similarities and differences between English and Vietnamese law regarding Requirements for a Valid Contracts 44 2.2 Causes of similarities and differences 46 CONCLUSION OF CHAPTER II AT CHAPTER 3: IMPLICATIONS TO IMPROVE PROVISIONS ON REQUIREMENTS FOR A VALID CONTRACT 48 3. Principles of research orientation.2 Some proposals to improve the law on the requirements for a valid contract.1 Conditions onthe capacity of the subject to enter into the contract: 49 3.2 Some proposals to improve the law on the subject's will 51 3.3 Some proposals to improve the law on the purpose and content of the contract 5 3.4 Some proposals to improve the law on the form of the contract. 53 CONCLUSION OF CHAPTER 3 CONCLUSION.
Rationale of the Thesis Inthe theory of current contract law, the issue of contract in general and contract validity in particular has been gaining much attention of society because of its essential needs A contract is one of the primary legal instruments through which individuals and organizations exchange benefits to satisfy fundamental human needs. Contracts also play an important role in the functioning of the economy, as they are the fundamental legal form of goods exchange within society. In most classical Civil Codes, contracts “occupy a central position and are institutionalized with the greatest capacity compared to other institutions" due to “its central role in the market order. In business, commerce and in various sectors of society under the basis of creating relationships that are freedom of agreement, equality of legal status.
The philosopher Jean-Jacques Rousseau wrote: "The more society develops, the contract is increasingly used as a common norm ofbehavior between private and private authorities, even between society and state." Today, contract regulation and contract validity have become an important institution in Vietnam's contract legal system. The validity of the contract mentioned here is the creation of rights and obligations between the contracting parties, which is bound by law. Ifa contract is not valid when it is signed, rights and obligations does not exist between the parties. The contract does not bind the parties, and the law does not take effect.
Therefore, before entering into a contract, even during the performance of the contract, the parties who entered the contract must know about the contract and the provisions of law related to the validity of the contract. As the contract law and the validity of contracts become more refined, the process of executing contracts becomes more favourable. In addition, stemming from the development orientation of the Party Central Committee, on June 3, 2017, the Party Central Committee issued the 1 Fifth Conference Resolution on “perfecting the socialist-oriented market economy institution", which clearly stated the general objective: "Continue to perfect the socialist-oriented market economy institution to create a solid premise for the successful construction and operation of the copper ministry, smooth socialist-oriented market economy, contribute to mobilizing, allocating and using most effectively all resources to promote rapid and sustainable socio-economic development for the goal of "Rich citizens, strong countries, democracy and civilized justice!" To achieve this, the Resolution clearly states that the main tasks and solutions related to judicial activities are “Research, review and renew the development and promulgation of Legal documents. Improve the quality of legal documents, ensuring the transparency, consistency, stability and predictability of the law.
In order to "Promote judicial reform, improve the capacity, efficiency and effectiveness of civil dispute settlement institutions, commercial business to protect the Legitimate rights and interests of people and enterprises" In the contents of reform activities, the Party Central Committee also paid special attention to the role of contracts and their validity in the process of perfecting the Party and effectively operating the socialist-oriented market economy institution in our country until 2030. Therefore, the resolution states "Complete the law on contracts and settle civil disputes in a uniform and synchronous manner Innovate, improve the effectiveness and improve the efficiency of civil dispute settlement institutions with simple, open and transparent procedures "2 Therefore, to achieve goals, the review and study in order to renew the development ofregulations on the validity of contracts in the 2015 Civil Code and other documents is really necessary, and is one of the activities to implement the tasks set by the Party and the State ‘Pay CuraCommitee Fth Conference Eusobeion, Ane 3, 2017, Sbsection 2, Seton IE "Pury Conral Commute, Fifth Corferace Resokeim, Sue 3,2017,Substcuiam 2, Section I Up to now, there have been many research works related to contracts from different angles. These works are an important basis for approaching and continuing research on the topic. However, there are still some aspects that need to be studied further, especially from a comparative legal perspective Compared to UK contract law, the provisions in Vietnamese law on the validity of contracts still have certain similarities and differences.
Empirical evidence has shown that still has shortcomings that reduce efficiency. For instance the conditions on the capacity ofthe subject to enter into contracts are ambiguous that leads to different interpretations, there are no regulations clearly explaining the term related to the law on the will of the subject, or purpose and content of the law in the form of the contract is not really complete,. The cause ofinadequacies comes not only from the actual law but also from other causes, including the inconsistent and complete interpretation and guidance on the application ofthe law, In the context of Vietnam's deepening economic integration into intemational economic institutions, it is necessary to adapt the legal system, especially the law on contracts, in the direction of selectively absorbing advances in the contract law of other countries and intemational contract principles, making Vietnam's contract law more and more complete and similar to the laws of other countries in the world. Starting from the above context, the author decided to choose the topic: "Requirements for a valid contract in the English and Vietnamese legal system: Comparative perspectives” 2.
Literature review of previous studies related to the Thesis, Up to now, regulations related to the validity conditions of civil transactions and the validity conditions of contracts have attracted the attention of many authors with different research angles. Some research results of some typical works can be stated as follows 3. Foreign researches Theoretical issues about contract laws in general, conditions for contracts to take effect in particular that foreign works study include: General concept of requirements for a valid contract, Commentary, perspectives about the provisions and conditions of requirements for a valid contract. Firstly, on the general concept of requirements for a valid contract.
There are many research works on contract law in general, which mention issues related to the effective conditions of contracts such as: The Modem Law of Contract written by a leading author and lecturer with over thirty years of experience in teaching and examining contract law - Richard Stone - continues to equip students with a clear and logical introduction to contract law. The book presents various of theoretical different approaches to economic, sociological, and empirical, combines meticulous examination of authorities and commentary with a modem and contextual approach. Advocates for intemational development, prepared by lawyers from Allen & Overy BASIC PRINCIPLES OF ENGLISH CONTRACT LAW, a document that gives an overview of the form, content, and termination of contracts in England. Secondly, commentary, perspectives about the provisions and conditions of requirements for a valid contract to take effect is expressed in typical research works such as The Oxford Handbook of Comparative Law cia M.
It provides a landmark critical overview of the current state of 4 comparative legal scholarship. Analysis of comparative research methods and its relationship with other fields, Hem Kotz & Axel Plessaer, ‘European Contract Law’, Vol 1 - Formation, Validity and Coantent of Contract This book examines the contract rules of several different European jurisdictions, including the most important civilian systems and English common law, while attempting to articulate general principles which are common in all of them. Furthermore, the book comprises a wealth of translated extracts of legislation, cases, and academic literature, comprehensively covering all aspects of contract law. Catherine Elliott & Frances Quinn, “Contract Law", Pearson Education Limited, 7th Edition.
This book serves as a catalyst for enhancing critical thinking skills and delving deeper into the realm of contract law. Its pages not only empower readers to refine analytical prowess but also facilitate a comprehensive understanding of the intricacies surrounding contractual obligations 2.2, Domestic researches Theoretical issues on contract laws in general, requirements for a valid contract in particular that domestic works study include: definition of a contract, conditions for the contract to take effect, characteristics and significance ofrequirements for a valid contract; commentary, perspectives about the provisions and conditions for the contract to be valid.