INTERPRETATION OF CONTRACTS IN ENGLISH LAW AND EXPERIENCE FOR VIETNAMESE LAW (luận văn thạc sỹ luật)

MINISTRY OF EDUCATION AND TRAINING HO CHI MINH CITY UNIVERSITY OF LAW INTERNATIONAL LAW FACULTY BACHELOR THESIS INTERPRETATION OF CONTRACTS IN ENGLISH LAW AND EXPERIENCE FOR VIETNAMESE LAW Student Name: NGUYỄN VŨ LIÊN QUỲNH Class: Advanced class 34 Student Numer: 0955010188 Supervisor: Dr Lê Thị Ánh Nguyệt HO CHI MINH CITY, 2013 HO CHI MINH CITY UNIVERSITY OF LAW INTERNATIONAL LAW FACULTY BACHELOR THESIS INTERPRETATION OF CONTRACTS IN ENGLISH LAW AND EXPERIENCE FOR VIETNAMESE LAW STUDENT NAME: NGUYỄN VŨ LIÊN QUỲNH CLASS: 34 STUDENT NUMBER: 0955010188 SUPERVISOR: DOCTOR LÊ THỊ ÁNH NGUYỆT HO CHI MINH CITY, 2013 ACKNOWLEDGEMENT I hereby declare that this thesis is my own work The figures used in the thesis are authentic The research results have not been published in any other work Ho Chi Minh City, July 2013 Nguyễn Vũ Liên Quỳnh TABLE OF CONTENTS INTRODUCTION Chapter 1: INTERPRETATION OF CONTRACTS IN THE ENGLISH LAW OF CONTRACT 1.1 The English Common Law System 1.2 The English Law of Contract 1.3 Interpretation of Contracts in the English Law of Contract 15 Summary of Chapter 17 Chapter 2: GENERAL PRINCIPLES OF INTERPRETATION OF CONTRACTS IN THE ENGLISH LAW OF CONTRACT 18 2.1 The Language of A Contractual Document 24 2.1.1 The Terminology of “Contractual Document” 25 2.1.2 The Determination of the Meaning of the Language of A Contractual Document 27 2.2 Contractual Document to Be Interpreted to Reflect the Understanding of A Reasonable Person 28 2.2.1 The Terminology of “Reasonable Person” 28 2.2.2 The Determination of the Understanding of A Reasonable Person 30 2.3 Contractual Document to Be Interpreted in the Light of Circumstances 32 2.3.1 The Terminology of “Circumstance” 32 2.3.2 The Determination of Surrounding Circumstances 35 SUMMARY OF CHAPTER 38 Chapter 3: A COMPARATIVE STUDY OF VIETNAMESE LAW AND ENGLISH LAW ON INTERPRETATION OF CONTRACTS 40 3.1 Applicable Law of Contract in Vietnam 40 3.2 Overview of Interpretation of Contracts in Vietnamese Law 42 3.3 Interpretation of Contracts in Comparison 50 3.3.1 Similarities 50 3.3.2 Differences 51 3.3.2.1 The Source of Law 51 3.3.2.2 The Role of A Reasonable Person 51 3.3.2.3 Surrounding Circumstances 52 Summary of Chapter 53 CONCLUSION 1 INTRODUCTION The basis of the thesis Contracts are today a popular social phenomenon It can be a phone call, a simply drafted paper, or a carefully negotiated document People cooperate with each other and enter into a contract for the purpose of minimizing potential and unforeseeable risks of their cooperation The language of a contract is a device of managing such risks Therefore, it is suggested that people should use their words in a cautious manner In reality, there are a lot of disputes over the language of a contract Such disagreements usually result from vague words which the parties may not discover when they enter into their contract Under these circumstances, the question is how Vietnamese law, especially the law of contract, governs the vague language of a contract This question relates to the methodology of explaining what the contract means Some relevant provisions in Vietnamese law are Articles 126 and 409 of the Civil Code of 2005, Article 21 of the Law on Business Insurance of 2000 (recently amended in 2010) and Article 15 of the Law on Consumer Rights Protection of 2010 Learning from other legal systems and international conventions is one of the routes to acquiring selective knowledge of how similar matters are governed in the other legal systems and the international conventions Accordingly, lawmakers, experts, researchers, and law students review statutory provisions in Vietnamese law Therefore, the author choose to approach the interpretation of contracts in the Vietnamese Civil Code of 2005 by way of learning from the interpretation of contracts in the English law of contract The title of the author’s thesis is thus “Interpretation of Contracts in English law and Experience for Vietnamese Law” Purpose and Delimitation of the Thesis The purpose of the thesis is to introduce the methodology of interpreting contracts in the English law of contract, to compare the methodology of interpreting contracts in both Vietnamese and English law, and to make several recommendations for Vietnamese Law The objects of the thesis are words and provisions which are facially expressed in written contracts In terms of the English law of contract, the thesis concerns with general principles of interpretation of contracts, such as contracts for the sale of shares, charterparties, and contracts for the assignment of claims According to the results of research, the primary source of English law is judicial decisions established in England Moreover, the scope of the source of both Vietnamese law and English is the sources of the domestic law The Status of the Study There are a large number of books on interpretation of contracts in the English law of contract Some examples are Interpretation of Contracts (Current Controversies in Law Series) which was written by Catherine Mitchell and published by Routledge-Cavendish in 2007, The Interpretation of Contracts (5th edition) which was written by Sir Kim Lewison and published by Sweet and Maxwell in 2011, and Chitty of Contracts – Volume – General Principles (31st edition) which was written by Professor Hugh Beale and published by Sweet and Maxwell in 2012 The authors of the books discuss different aspects of the interpretative method in the English law of contract, such as general principles of interpretation, canons of interpretation, available materials for interpretation, and legal effects of interpretation However, there are a limited number of books and academic papers on the interpretation of contracts in Vietnamese law Some are Textbook on the Vietnamese Civil Law which was published by Hanoi Law University in 2009, Textbook on Contract Law and Tort Law in Vietnam which was published by Ho Chi Minh City University of Law in 2011, and The Law of Contract under The Vietnamese Civil Code) which was written by Nguyen Ngoc Khanh and published in 2007 These books to some extent give readers a general picture of interpretation of contracts in Vietnamese law Methods In this thesis, the author have adopted the method of dialectical materialism, the method of analysis and synthesis, and statistical method Those methods are carried out at different parts of the thesis in order to achieve the purpose of the thesis Contributions The thesis is expected to provide a theoretical and practical perspective on the methodology of contract interpretation in English law, and to contribute towards further studies of the interpretation of contracts in Vietnamese law In addition, the thesis also emphasises the value of the language of a contract and the skill of drafting and understanding a contract Structure of the Thesis The thesis contains three following chapters: Chapter The Interpretation of Contracts in The English Law of Contract Chapter General Principles of Interpretation of Contracts in The English Law of Contract Chapter A Comparative Study of Vietnamese and English Law on Interpretation of Contracts Chapter 1: INTERPRETATION OF CONTRACTS IN THE ENGLISH LAW OF CONTRACT There are different approaches to the interpretation of contracts in the English law of contract One can approach the source of judicial decisions relating to the interpretation of contracts This thesis has adopted another method of studying the matter Chapter will place the interpretation of contracts in the scope of the English common law system and the English law of contract Accordingly, Chapter will answer the question whether the sources of law, types of contracts, the contents of a contract and forms of contracts influence the interpretation of contracts 1.1 The English Common Law System There are two main types of legal systems in the world, namely, common law legal system and civil law legal system Countries belonging to the former include England, Wales, the United States, Canada, Australia, New Zealand, Hong Kong, Singapore, etc Indeed, the English common law system, which refers to the legal system of both England and Wales, is the basis of the common law legal system In English common law, the law is classified into civil law and criminal law There are three main sources: Firstly, that is legislation In England, the law-making powers rest with the United Kingdom Parliament, the supreme legal authority in the United Kingdom It can create or end any law The courts cannot overrule its legislation When two Houses of Parliament (the House of Commons and the House of Lords) approve a draft law (known as “bill”) and the reigning monarch agrees with the draft, it will become an “Act”, which creates a new law or changes an existing law Acts are 48 count on evidence outside the contract, such as negotiations of the parties, documents after the contract is concluded,88 customs of the place where the contract is entered into,89 practices in commercial activities pre-established between parties.90 They are known as “surrounding circumstances” of the contract, however, Article 409 of the Civil Code does not have any term like this These circumstances can be established as follows: Firstly, as to negotiations of the parties, an expert clarifies that before signing a contract, parties usually constitute many memorandum, negotiation records, drafts, if they not agree upon the elimination of these negotiations, judges or arbitrators will require the parties to submit evidence of these negotiations in order to ascertain the common intention of them.91 There is a decision illustrating the acceptance of evidence of negotiations of judges in Vietnam The Decision No 24/2007/KDPT-PT dated 27/3/2007 addressed a dispute over a credit contract The respondent alleged that before singing the credit contract, the appellant’s staff told her that she could repay the loan at the maturity date although the contract set out clearly the monthly repayments Bearing the burden of proof, the court required her to submit the evidence of such a statement of the staff Because she could not provide any evidence of the allegation, the court held the appellant won Secondly, as to documents exchanged between the parties after they enter into a contract, a judgment of the provincial-level People's Court of Ho Chi Minh 88 Tap bai giang phap luat ve hop dong va boi thuong thiet hai ngoai hop dong, Ho Chi Minh City University of Law, 2011, pp.198-199 89 Clause of Article 409 of the Civil Code 90 Articles 12 and 13 of the Commercial Law 91 Phap luat dai cuong, p.247 49 City dated 16th October 2007 on dispute resolution of a contract for property lease 92 will illustrate how the court determined the parties’ mutual intentions Article 3.1.4 of the contract read in following terms: In case of recovery of land by the State, Party A [the lessor – the plaintiff] must notify Party B [the lessee – the respondent] in writing of the recovery in 60 days…93 Due to the recovery of land of the State, Article 4.1(c) provided that the contract for property lease would be terminated On 24th October 2005, the Ho Chi Minh City People’s Committee released a dispatch which required the recovery of land which was the object of the contract for property lease On 28th October 2005, the plaintiff sent a notice about the recovery of land on 27th December 2005 to the respondent However, the respondent did not move out Thus, the plaintiff initiated a lawsuit The issue is whether the dispatch was legally enforceable or not The provincial-level people's court based on the parties’ mutual intentions to answer the issue by analyzing Articles 3.1.4 and 4.1(c) and the minute of meeting dated 27 th December 2005 Indeed, the minute expressed clearly that both of the parties acknowledged that the respondent had to leave the land in accord with the dispatch; however, due to the respondent’s business interests, the latest transfer would take place on 27th February 2006 Therefore, in agreement with the district-level people's court, the provinciallevel people's court held that the dispatch was enforceable Thirdly, pursuant to Articles and 409.4 of the Civil Code, a custom is employed to deal with a contractual word or provision which is “difficult to 92 See http://www.vibonline.com.vn/Banan/131/Cong-ty-TNHH-SXTM-Ruc-Nhat-yeu-cau-duoc-tiep-tucthue-mat-bang-cua-Cong-ty-kho-bai-TPHCM.aspx 93 Ibid, “Trường hợp phải thu hồi lại kho bãi trước thời hạn hợp đồng theo yêu cầu cấp có thẩm quyền bên A phải thơng báo văn cho bên B biết trước 60 ngày.” 50 understand” when there is no statutory or contractual provisions, but a custom exists, and its content does not contravene the principles of the Code The issue is how the term “difficult to understand” should be explained, whether that is because the contractual word or provision has the peculiar meaning The custom plays an important role in this situation because it provides a customary meaning which is not understood at large Finally, criterion which the draftsmen not write explicitly on construing a contract is the application of statutory provisions of some matters in case contractual parties have not agreed upon yet.94 For example, Article 430.3 of the Civil Code states, “When the quality of objects is not agreed upon between the parties or not provided for by law, then the quality of the objects for sale and purchase shall be determined according to the use purposes and the average quality of objects of the same kind.” For another instance, Article 432.3 of the Civil Code sets out, “When there is no agreement between the parties on the time limit for payment, the buyer must make payment upon receipt of the property.” These supplementary provisions prevents badly drafted contracts from being void 3.3 Interpretation of Contracts in Comparison 3.3.1.Similarities There are some similarities between two legal systems: Firstly, in reference to the competent interpreter, it can be the parties of a contract, judges, arbitrators More specifically, from the very first, the parties endeavor to interpret the meaning of words or provisions which cause their disagreement; in the last resort, when their differing views about what the words or provision mean, if one party takes a legal action against the other party, judges or 94 Tap bai giang phap luat ve hop dong va boi thuong thiet hai ngoai hop dong, p 200 51 arbitrators have competent jurisdiction over the dispute As a consequence, the parties have to follow the interpretation of the judges or arbitrators Secondly, as to the objects of interpretation, both Vietnamese law and English law concern with vague or ambiguous words or provisions Thirdly, with respect to the function of interpretation, such a task is aimed at determining the meaning of vague or ambiguous words or provisions Fourthly, in relation to interpretative criterion for interpretation, the interpreter of both legal systems have to rely on both the language of the contract and its surrounding circumstances 3.3.2.Differences 3.3.2.1 The Source of Law In English law, the main source of the interpretation of contracts is judicial decisions Meanwhile, in Vietnamese law, the main is statutory provisions This difference results from the difference in the natures of each legal system Because the main source of English law is case law; therefore, there are more opportunities for researchers to study the interpretation of contracts in English law 3.3.2.2 The Role of A Reasonable Person Vietnamese law does not permit the role of a reasonable person because it considers a contract as an expression of the private will of the parties – that is, the parties are entitled to decide whether to communicate through a contract and with whom to communicate, and enjoy their freedom to formulate the contents of the contract Meanwhile, English law builds up a different contract theory The question is whether Vietnamese judges can learn from the interpretation of contracts due to the understanding of a reasonable person if they cannot ascertain the common intentions of the parties The author believe 52 Vietnamese judges should learn from the experiences of the interpretation of contracts based on the intention of a reasonable person It is proved that this English approach had developed at least 100 years ago The author also approve the recommendation that Vietnamese law needs to adopt the objective approach of contractual interpretation This question is not new any more,95 however, it does not attract enough attentions from lawmakers and experts 3.3.2.3 Surrounding Circumstances Surrounding circumstances are not provided clearly as an interpretative criterion alongside the language of the contract However, in reality, Vietnamese judges employ evidence of different sources, including previous negotiations The difference comes from the determination of intentions of contracting parties or the reasonable persons Even, in English law, the exclusionary rule of previous negotiations is constantly requested to be under review.96 The thing that the author would recommend is the statutory provision of the term “background” or “surrounding circumstances” in Article 409 of the Civil Code of 2005 In this way, Article 409 of the Civil Code Another interesting difference between Vietnamese law and English law is previous negotiations Because each law adopts different method of understanding intention Although it is excluded in England, the principles of interpretation still adapts the demands of society And in Vietnam, the allowance of previous negotiations by arbitrators and judges to find parties’ intentions are effective tools to determine parties’ mutual intentions Therefore, there is not reason that any one law should change their status 95 Che dinh hop dong Bo luat dan su, p.266 96 Textbook on Contract Law, p.225 53 Summary of Chapter The interpretation of different types of contracts not infer strongly that the types of contract influence the interpretative methodology The study of the interpretation of contracts in Vietnamese law indicates the language of the law is not clear enough The distinction between different kinds of objects of interpretation is not an easy work The meanings from the Vietnamese dictionaries show that even their ordinary and natural meanings are also vague This is the reason why the understanding of a reasonable person deals with these problems thoroughly However, it is not persuasive to conclude that the interpretation of contracts in Vietnamese is not developed enough CONCLUSION Interpretation of contracts is an interesting matter in both English law and Vietnamese law It is an important part of the law of contract in both countries It has the same function in which the interpreter seeks to assess the most possible and persuasive meaning of words or contractual provisions Besides, the types of contracts not actually impact the way of construing a written document Therefore, it is reasonable to affirm that Vietnamese law is not left behind by other countries The process of interpretation of written contracts in both legal systems can be summarized as follows: at the first attempt, the interpreter reads the whole contract to catch the purpose of a transaction, reasonable expectations of contracting parties and a uniform and consistent meaning running through the whole contract Then he continues to approach evidence of surrounding circumstances because only relying on the language of a contract cannot address a dispute between parties thoroughly The scope of evidence is not only governed by the state of law but also by the intuition of the interpreter However, it is commonplace that the task of interpretation of contracts is not the only work of the interpreter He then has to deal with the legal effects of the meaning which he chooses There are principles of interpretation of contracts under the English law of contract which are not familiar to the basic foundation or general principles of Vietnamese law Therefore, it is not persuasive to suggest that Vietnamese law should adopt the exclusionary rule of previous negotiations or subjective declarations of parties’ intent It is also not persuasive to recommend that Vietnamese law should determine the intention of a reasonable person at the beginning of the process of interpretation However, the thesis suggests that lawmakers should consider about the methodology of searching for objective intention of a reasonable person in case the interpreter cannot determine common intention of contracting parties This suggestion results from the fact that the international trend of the world is to find the common intention before approaching the objective intention of the reasonable person The thesis also recommend that Vietnamese law should stipulate the term “background” or “surrounding circumstances” as one of an interpretative criterion Such a stipulation should be set out at Article 409 of the Civil Code REFERENCES LEGISLATION Vietnamese law The Vietnamese Civil Code of 2005; The Vietnamese Commercial Law of 2005; The Law on Consumer Rights Protection of 2010; The Law on Business Insurance of 2000 (amended in 2010); International conventions The Unidroit Principles of International Commercial Contracts The United Nations Convention on Contracts for the International Sale of Goods BOOKS Vietnamese Books Giáo trình lý luận nhà nước pháp luật, Trường Đại học Luật Hà Nội, Nhà xuất công dân nhân dân, 2009; Giáo trình Luật dân Việt Nam (tập 1, 2), Trường Đại học Luật Hà Nội, 2009; Tập giảng pháp luật hợp đồng bồi thường thiệt hại hợp đồng, Trường Đại học Luật Thành phố Hồ Chí Minh, 2011; 10 Nguyễn Ngọc Khánh, Chế định hợp đồng Bộ luật dân sự, Nhà xuất Tư pháp, 2007; 11 Phạm Duy Nghĩa, Giáo trình Luật kinh tế, Nhà xuất cơng an nhân dân, 2010; 12 Phạm Duy Nghĩa, Pháp luật đại cương, Nhà xuất công an nhân dân, 2011; 13 Từ điển luật học, Bộ Tư pháp, Viện Khoa học pháp lý, Nhà xuất Tư pháp – Nhà xuất từ điển bách khoa, 2006; 14 Từ điển tiếng Việt phổ thơng, Nhà xuất thành phố Hồ Chí Minh, 2002; English Books 15 Aharon Barak, Purposive Interpretation in Law, Princeton University Press, 2005; 16 Hugh Collins, The Law of Contract, 4th edition, Butterworths, London, 2003; 17 Peter De Cruz, Comparative Law in A Changing World, RoutledgeCavendish, rd edition, 2006; 18 Lord P Devlin, The Enforcement of Morals, Oxford University Press, 1965; 19 Professor Guest, Chitty on Contracts, 31 st edition, Sweet and Maxwell, 2012; 20 Sir Kim Lewison, The Interpretation of Contracts, 5th edition, Sweet and Maxwell, London, 2011; 21 David Oughton and Martin Davis, Sourcebook on Contract Law, nd edition, Cavendish Publishing, 2000; 22 Ingeborg Schwenzer, Christopher Kee, and Pascal Hachem, Global Sales and Contract Law, st edition, Oxford University Press, 2012 23 Laurence Koffman and Elizabeth Macdonald, The Law of Contract, 6th edition, Oxford University Press, New York ,2007; 24 Jill Poole, Textbook on Contract Law, 11th edition, Oxford University Press, United Kingdom, 2012; 25 M Chen-Wishart, Contract Law, 2nd edition, Oxford University Press, 2008; 26 Dictionary of Law, 2nd edition, Peter Collin Publishing 1992; 27 Oxford Advanced Learner’ Dictionary (8th edition); LAW JOURNALS AND OTHERS In Vietnamese 28 Nguyen Ngoc Khanh, Giai thich hop dong dan su: so sanh nuoc ngoai va lien he Dieu 408 Bo luat dan su, Tap chi Nghien cuu lap phap, No.45, October 2004 In English (Last assessed on 10th July 2013) 29 Stefan Vogenauer, Interpretation of Contracts: Concluding Comparative Observations, May 2007; http://papers.ssrn.com/sol3/papers.cfm?abstract_id=984074 30 Discussion Paper 147 – Review of Contract Law: Discussion Paper on Interpretation of Contracts (Febuary 2011); 31 http://ec.europa.eu/eu_law/index_en.htm 32 http://www.parliament.uk/about/how/laws/ 33 http://www.judiciary.gov.uk/about-the-judiciary/introduction-to-justicesystem 34 http://www.judiciary.gov.uk/about-the-judiciary/the-judiciary-indetail/judicial+roles/tribunals/tribunals 35 http://www3.worldlii.org/cgi-bin/LawCite?cit=[1997]%20UKHL%2028 36 http://www3.worldlii.org/cgi-bin/LawCite?cit=[1997]%20UKHL%2028, 37 http://www3.worldlii.org/cgibin/LawCite?cit=[1976]%203%20All%20ER%20570 38 http://www3.worldlii.org/cgibin/LawCite?cit=[1971]%203%20All%20ER%20237 39 http://www.lexisnexis.com/uk/lexispsl/disputeresolution/document/39375 0/58C3-WYJ1-F18B-825X-00000-00/Precontractual%20negotiations%20and%20statements JUDICIAL DECISIONS (Last assessed on 10 July 2013) In Vietnam 40 http://tuoitre.vn/Chinh-tri-xa-hoi/Phap-luat/554471/cham-giao-can-hoquoc-cuong-gia-lai-phai-boi-thuong.html#ad-image-0 41 http://tuoitrenews.vn/business/10840/more-to-come-after-1st-case-ofhousebuyer-getting-payout 42 http://www.vibonline.com.vn/Banan/82/Cong-ty-TNHH-dich-vu-thuongmai-san-xuat-Viet-A-Chau-va-Cong-ty-TNHH-Connell-Bros-tranhchap.aspx 43 http://www.vibonline.com.vn/Banan/131/Cong-ty-TNHH-SXTM-RucNhat-yeu-cau-duoc-tiep-tuc-thue-mat-bang-cua-Cong-ty-kho-baiTPHCM.aspx In England 44 BCCI v Ali, [2001] UKHL [2001] All ER 961 http://www.lexisnexis.com/uk/lexispsl/disputeresolution/document/27466 8/4CSP-4J90-TWP1-60MX/Bank-of-Credit-and-CommerceInternational-SA-%28in-liquidation%29-v-Ali-and-others %5B2001%5D-1-All-ER-961 45 Chartbrook Homes Ltd v Persimmon Homes Ltd, [2009] UKHL 38 [2009] All ER 677 http://www.lexisnexis.com/uk/lexispsl/disputeresolution/document/27466 8/7X34-8VC0-Y96Y-G2BY/Chartbrook-Ltd-v-Persimmon-Homes-Ltdand-another-%28Chartbrook-Ltd-and-another%2C-Part-20defendants%29 -%5B2009%5D-4-All-ER-677 46 Investors Compensation Scheme v West Bromwich Building Society [1998] All ER 98 http://www.lexisnexis.com/uk/lexispsl/disputeresolution/document/27466 8/4CSP-4J80-TWP1-608C/Investors-Compensation-Scheme-Ltd-v-WestBromwich-Building-Society%3B-Investors-Compensation-Scheme-Ltdv-Hopkin-%26-Sons-%28a-firm%29-and-others%3B-Alford-v-WestBromwich-Building-Society-and-others%3B-Armitage-v-WestBromwich-Building-Society-and-others -%5B1998%5D-1-All-ER-98 47 Prenn v Simmonds [1971] All ER 237 http://www.lexisnexis.com/uk/lexispsl/disputeresolution/document/27466 8/4DD8-PJW0-TWP1-6099/Prenn-v-Simmonds -%5B1971%5D-3-AllER-237 APPENDIX Court Duration House of Lords or UK 26 June 2003 – November Supreme Court Court of Appeal High Court Employment Appeals Tribunal County Court 2011 27 Jan 1998 – 11 April 2013 25 June 1998 – 11 March 2013 Febuary 1999 – November 2012 26 October 2010 – 14 November 2012 The number of cases 12 183 358 42 The research is conducted due to tables of cases which are listed at http://www3.worldlii.org/cgi-bin/LawCite?cit=[1997]%20UKHL%2028, http://www3.worldlii.org/cgi-bin/LawCite?cit=[1976]%203%20All%20ER%20570; http://www3.worldlii.org/cgi-bin/LawCite?cit=[1971]%203%20All%20ER%20237; ... methodology of interpretation of contracts in the English law of contract Chapter is aimed at introducing about the interpretation of contracts in Vietnamese law before indicating the similarities and. .. Contracts in The English Law of Contract Chapter General Principles of Interpretation of Contracts in The English Law of Contract Chapter A Comparative Study of Vietnamese and English Law on Interpretation. .. five principles are still governing the interpretation of contracts in England 40 Chapter 3: A COMPARATIVE STUDY OF VIETNAMESE LAW AND ENGLISH LAW ON INTERPRETATION OF CONTRACTS Chapter and Chapter