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NATIONAL ECONOMICS UNIVERSITY Falculty of Law INDIVIDUAL ASSIGNMENT CONTRACT FOR PURCHASE AND SELL OF GOODS TRADE BUSINESS VOID UNDER THE LAW OF VIETNAM Subject Business Law Students’ name Vũ Lê Phương Nhi Student’s ID 11194010 Class ESOM K61 Lecturer Phạm Thanh Nga Hà Nội, ngày 19 tháng 11 năm 2021 Table of Contents A INTRODUCTION Reason for choosing the topic .3 Research purpose and tasks B MAIN TOPICS I THEORETICAL BASIS OF CONTRACTS FOR THE PURCHASE OF GOODS VOID IN COMMERCIAL BUSINESS .4 Definition and features of the contract Definition and characteristics of goods sale and purchase contract Validity conditions of goods sale and purchase contracts Overview of voidable goods sale and purchase contracts Law governing invalid goods sale and purchase contracts Factors affecting the establishment and settlement of invalid goods sale and purchase contracts II VIETNAM LAW ON CONTRACTS FOR THE PURCHASE OF GOODS Legal grounds and the subject has the right to request the Court to declare the goods sale and purchase contract invalid Cases in which contracts for the sale of goods are void Legal consequences of an invalid goods sale and purchase contract .12 Statute of limitations for requesting the Court to declare the goods sale and purchase contract invalid 13 III PRACTICAL APPLICATION AND SOLUTIONS TO COMPLETE LAW, ORGANIZATION FOR IMPLEMENTATION OF LAW ON VOID PRODUCTS BUY AND SELL CONTRACT Practical application of current legal provisions on invalid goods sale and purchase contracts .14 Demand and some solutions to perfect the law, organize the implementation of the law on invalid goods sale and purchase contracts 16 C CONCLUSION 19 A INTRODUCTION Reason for choosing the topic The general trend of the world economy today is the trend of globalization and regionalization of international economic life Economic and commercial linkages take place at both the global and regional levels All countries are facing this trend and are looking to integrate their economies with the world economy Vietnam has joined the integration of APTA, WTO, TPP and is facing that trend with certain great opportunities and challenges, but it can be affirmed that, in recent years, the policy of international integration has created certain advantages for the success of the national renovation cause For a long time, the contract has become a legal tool to establish the relationship of the subjects arising from civil and economic exchanges The contract has a very important role, it is reflected in most of the relationships of the parties in many fields In the current market economy, when civil and economic relations are becoming increasingly complex and expanding, buying and selling of goods is the main activity in commercial activities and is expressed in the form of contracts goods sale and purchase Contracts for the sale and purchase of goods have an important role in the economy as well as social life such as: being a tool, the basis for formulating and implementing the business owners' own plans, and the basis for settle disputes, expand diplomatic relations with countries around the world, etc When entering into a contract, the subject wants the contract to ensure the legality of the contract for easy implementation, to ensure profit as well as to strengthen cooperation and develop partnership relationships However, for many objective and subjective reasons, the signed contract may be declared invalid To solve this problem as well as protect the legitimate rights and interests of the parties, the law has stipulated that the Sale of Goods Contract is void However, the purchase and sale of goods is a core activity of commercial activities, which the current Commercial Law does not provide for this issue, however, it is specified in the current Civil Code as well as the Commercial Code Civil 2015 From the above arguments, according to the author's wish, I want to evaluate the change of the Civil Code 2015 in the provisions on Contracts for the Sale of Goods as well as provisions on Contracts of Sale and Purchase of Goods Because of chemistry in other legal documents, the author has chosen the topic: "Contracts for the sale and purchase of goods in commercial business are invalid under Vietnamese law" This is a matter of urgent theoretical and practical significance in resolving disputes that the Sale of Goods Contract is invalid in the current situation Research purpose and tasks • Research purpose The topic has the following purposes: To study the theoretical bases, analyze and evaluate the provisions of the current law and the actual application of the law, thereby offering solutions to improve the law and organize it law enforcement agency on the contract of sale of goods is void • Tasks To achieve the above content, the thesis has the following tasks: - Clarifying concepts - Analysis of the legal provisions on the Contract for the Sale of Invalid Goods in commercial business - Assessing the legal status of invalid Goods Sale Contracts in commercial business - Providing solutions to improve the law on invalid Contracts for Sale of Goods in commercial business - Propose solutions to organize the implementation of the law on invalid Goods Sale Contracts in commercial business B MAIN TOPICS I THEORETICAL BASIS OF CONTRACTS FOR THE PURCHASE OF GOODS VOID IN COMMERCIAL BUSINESS Definition and features of the contract 1.1 Contract definition Today, contracts are an important and popular legal tool for people to perform transactions to satisfy almost all needs in social life However, in the legislative history of mankind, it is not easy to find an accurate term, like the term "contract" in use in many countries today Many countries believe that the term "contractus" (contractus) is derived from the Latin verb "contrahere", meaning "to bind", and first appeared in Rome around the 5th century- IV BC In Vietnam, in real life, there are many different terms used to refer to a contract such as: contract, contract, document, deed, covenant, consent, consent In the future, the current documents of our state can no longer use the term "contract" or "treaty" as before, but use the terms "functional", "instrumental"3 such as civil contracts, labor contracts, commercial contracts This is a special point because in the laws of many countries, people only use the term "contract" in general, but not use the term Civil contract, Commercial contract, Labor contract in a sense specifically the law of Vietnam Unlike the 2005 Civil Code, the concept of a civil contract, the 2015 Civil Code introduces the concept of a contract in general, according to Article 385 of the 2015 Civil Code, a contract is an agreement between the parties on the establishing, changing or terminating rights and obligations between the parties to the agreement 1.2 Features of the contract Regardless of the field of social relations formed, a contract always has common characteristics: a contract is an agreement on a voluntary basis of the parties to the contract, the contract generates the rights and obligations of the parties the parties to the contract, the rights and obligations in the contract are mainly attached to the material interests of the contracting parties First, a contract is an agreement on a voluntary basis by the parties to the contract Second, the contract gives rise to the rights and obligations of the parties to the contract Third, the rights and obligations in the contract are mainly associated with the material interests of the contracting parties Definition and characteristics of goods sale and purchase contract 2.1 Commodity trading contracts Buying and selling goods under Clause 8, Article of the Commercial Law 2005 stipulates that it is a commercial activity, whereby the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive payment; the buyer is obliged to pay to the seller, receive the goods and take ownership of the goods as agreed Thus, the Goods Sale Contract is understood as follows: The Goods Sale Contract is a contract established (or signed) between the parties (the buyer and the seller), which is satisfied in terms of form as prescribed in Clause of this Article Clause 1, Article 24 of the Commercial Law 2005, in which the subject matter of the Goods Sale Contract is the goods that are allowed to be traded in accordance with the law 2.2 Features of the contract of sale of goods The characteristics of the Contract for the Sale of Goods can be considered in relation to the contract of sale of property according to the principle between the particular and the general In addition to the similar characteristics, the Goods Sale Contract has the following distinctive features: Firstly, on the subject matter, the Goods Sale Contract is established between the subjects who are traders Second, in terms of form, the Sale of Goods Contract can be expressed in oral form, in writing or by specific acts of the contracting parties In certain cases, the law requires the parties to enter into a written contract, for example, an international Sale of Goods Contract must be made in writing or in another form that can be legally binding legal equivalent as telegram, telex, fax or data message Third, the subject matter of the Goods Sale Contract is goods In the usual sense, goods are products of human labor created for the purpose of satisfying human needs Increasingly, with the development of society, goods become abundant The concept of goods is specified in the laws of the current countries, although there are certain differences, but they tend to expand the objects that are goods that are allowed to circulate Validity conditions of goods sale and purchase contracts The conditions of validity of the Goods Sale and Purchase Contract are subject to the provisions of the Civil Code 2005 and the Civil Code 2015 The law does not have separate provisions on the validity conditions of this contract Therefore, the valid conditions represent: “1 A civil transaction shall take effect when the following conditions are fully satisfied: a) Subjects have civil legal capacity and civil act capacity in accordance with established civil transactions b) Subjects participating in the transaction are completely voluntary c) The purpose and content of the transaction not violate the prohibition of the law, and not violate social ethics; The form of a civil transaction is an effective condition of the transaction in cases where it is provided for by law” Accordingly, it can be determined that a Contract for the Sale of Goods is valid when the following conditions are satisfied: Firstly, the contracting party must have the legal capacity and civil act capacity in accordance with the established civil transactions in order to perform the obligations under the contract In addition to legal capacity and civil act capacity, in practice, the parties to the contract are mainly traders Therefore, when entering into a contract of sale and purchase for profit, traders must meet the conditions of having a legal business registration for the goods being traded Secondly, the purpose and content of the contract not violate the prohibition of the law, not violate social ethics Thirdly, the voluntariness of the subjects, in entering into a contract, the parties must be completely voluntary, which is free will in order to ensure that the validity of the contract is in fact consistent with the genuine will of the parties Otherwise, it is no longer a contract Fourthly, the form of the contract in accordance with the provisions of law (if so provided by law) A contract for the sale and purchase of goods is expressed orally, in writing or established by specific acts For all types of goods sale and purchase contracts that are required by law to be made in writing, such provisions must be complied with Accordingly, for cases where a contract is required by law to be made in writing or in other forms of equivalent value, the parties must comply with the provisions of law If the parties not make it in writing, it can be considered as a basis for declaring the contract void Overview of voidable goods sale and purchase contracts 4.1 Definition of contract of sale of goods According to the above analysis, a Contract for the Sale of Goods is a contract established (or signed) between parties (buyer and seller), satisfied in terms of form according to the provisions of the Civil Code 2005 and the Ministry of Industry and Trade The Civil Law 2015 and the Commercial Law 2005, in which the subject matter of the Goods Sale Contract is the goods that are allowed to be traded in accordance with the law A voidable contract in general and a voidable Goods Sale Contract in particular is a contract that has no effect in reality “Non-effect means not being able to generate an effect If in the establishment the terms of form as well as substance are not respected, the contract shall be deemed to have not been entered into and therefore cannot give effect at all.” 4.2 Characteristics of a contract for the sale and purchase of voidable goods Firstly, A voidable Goods Sale Contract must be a contract that violates one of the contract's validity conditions Secondly, A Contract for the Sale of Goods that violates the conditions of validity may be declared void or not Thirdly, The Sale of Goods Contract is declared invalid without giving rise to the rights and obligations between the parties Law governing invalid goods sale and purchase contracts 5.1 Legal grounds for requesting to declare the goods sale and purchase contract invalid To determine that the Sale of Goods Contract is invalid, it must be based on the grounds prescribed by law The basis for declaring the Goods Sale Contract invalid is based on the provisions of civil law (Civil Code 2005, Civil Code 2015), specialized laws (Commercial Law), in case: Firstly, The Goods Sale Contract violates the subject conditions prescribed by law Secondly, Contract of Sale of Goods violates the prohibition of the law Thirdly, Contracts for the sale of fake, deceived, and coerced Goods Fourthly, in some cases, violation of the formal conditions is the basis for declaring the Goods Sale Contract to be void Regarding the form of a contract, it is basically based on the choice of the subjects, in some cases it is required by law to comply with the conditions on the form in writing and in writing notarized 5.2 Declare the contract of sale and purchase of goods invalid and deal with the legal consequences - Declaring the Goods Sale Contract to be void: When there are sufficient grounds, the Court shall apply the provisions of civil law and commercial law to declare the Goods Sale Contract invalid The time when the Sale of Goods Contract is invalid is counted from the time of entering into the contract and does not give rise to the rights and obligations of the parties However, before the time the contract is declared invalid, the subjects have performed their obligations under the contract, so they must deal with the legal consequences of the invalid contract - Legal consequences of declaring the Goods Sale Contract invalid: When declaring the Goods Sale Contract invalid, the most difficult thing is to deal with the legal consequences This settlement of consequences affects not only the two parties to the contract, but also the third person (if the goods have been transferred to the third person) Vietnamese law settles the legal consequences for an invalid Goods Sale Contract based on the principle: "the parties restore the original condition, return to each other what they have received as at the time the contract was established - “Return to each other what has been received”: Returning to each other what has been received is considered as a specific principle when dealing with the consequences of a void contract in general and a contract for the sale of voided Goods private This case only applies when the assets are goods that can be returned to each other In case the goods no longer exist, the monetary value shall be calculated for payment However, in our opinion, when solving, the machine should not be in the same way as the law In case the goods still exist but the parties agree to pay each other in cash, it is still accepted In addition to the goods that are the subject of the contract, there are goods created in the process of operation such as yields and profits, which are also considered reasonable to deal with Factors affecting the establishment and settlement of invalid goods sale and purchase contracts Firstly, the legal document is not complete and there is no consensus Second, many regulations are not scientific and unreasonable Third, Vietnamese law is not compatible with international law Fourth, due to the ignorance of the law of the parties involved in the establishment of the Sale of Goods Contract, specifically: - Subjects directly enter into contracts - Form and content of the contract - The basis for entering into the contract II VIETNAM LAW ON CONTRACTS FOR THE PURCHASE OF GOODS Legal grounds and the subject has the right to request the Court to declare the goods sale and purchase contract invalid 1.1 Legal grounds: Firstly, the Civil Code 2005 and the Civil Code 2015 (approved on November 24, 2015 and took effect on January 1, 2017) Second, Commercial Law 2005 Third, Enterprise Law 2020 Fourth, other relevant legal documents In addition to the legal documents governing the invalid Goods Sale Contract, there are also documents that are: Decree 59/2006/ND-CP dated June 12, 2006 guiding the implementation of the Commercial Law on goods , business ban services, business restrictions and conditional business… 1.2 The subject has the right to request the Court to declare the goods sale and purchase contract invalid The subject has the right to request the Court to declare a civil transaction invalid in general, which also applies to the Sale of Goods Contract in particular and is regulated in each specific case: Firstly, the subject is the legal representative of one or the parties to the contract Second, the buyer and seller in the Goods Sale Contract Cases in which contracts for the sale of goods are void • The contract of sale and purchase of goods is invalid because it violates the prohibition of the law or is against social morality So what is prohibited by law? Those are the provisions of the law that not allow the subject to perform certain acts Regarding social ethics, it is not a legal concept, it depends on many factors such as culture, history, economy Social ethics are common standards of behavior between people in life social life, recognized and respected by the community Behavior contrary to those standards can be considered contrary to social ethics These two concepts have been clearly stated in the content of Article 128 of the 2005 Civil Code, and are specifically repeated in accordance with Article 123 of the 2015 Civil Code In principle, a contract that violates a legal prohibition is understood as a contract that violates a mandatory legal norm, which is generally drafted in the form of a prohibition to something, or as a form of not doing or have to something However, according to the provisions of the Civil Code as above, which is "not allowing the subject to perform certain acts", can it be said that the rules of command written in the form of having to something are not considered? is prohibited by law and therefore a breach of these terms does not result in the contract being void? • The contract of sale of goods is invalid due to forgery According to the Civil Code 2005 and the Civil Code 2015 of Vietnam stipulates: “When the parties artificially establish a civil transaction in order to conceal another civil transaction, the fake transaction is invalid, and the The concealed transaction is still valid, unless such transaction is also invalid under the provisions of this Code In case a fake transaction is established in order to evade obligations towards a third party, such civil transaction shall be void So, a fake civil transaction is a transaction in which the outward expression of will is different from the inner will and results of the parties to the transaction To put it simply, a fake civil transaction is a transaction with established content that does not reflect the true will of the parties According to the above provisions, fake transactions have the following cases: First, the contract is created artificially to conceal another contract Second, a sham contract to evade obligations to a third party • An invalid goods sale and purchase contract has been established and performed by a minor, a person who has lost his/her civil act capacity, a person with difficulties in perception and behavior control, or a person with limited civil act capacity Accordingly, the Contract for the Sale of Goods is established by a minor, a person who has lost his/her civil act capacity, a person with difficulties in perception or behavior control, or a person with limited civil act capacity the performance is not invalidated in some of the following cases: “a) A civil transaction of a person under the age of six or a person who has lost his/her civil act capacity in order to meet that person's daily essential needs; b) Civil transactions only give rise to rights or only relieve obligations for minors, persons who have lost their civil act capacity, people with difficulties in cognition or behavior 10 control, persons with limited capacity for civil acts force civil acts against people who have established and performed transactions with them; c) A civil transaction is recognized by the transaction maker after becoming an adult or after having restored his/her civil act capacity.” • The contract of sale of goods is invalidated due to a mistake According to the provisions of Article 126 of the Civil Code 2015: “In case a civil transaction is established with a mistake that causes one or the parties to fail to achieve the purpose of the transaction, the mistaken party may the right to request the Court to declare the contract invalid, except for the case specified in Clause of this Article” Thus, the understanding of Vietnamese law about confusion is due to the negligence of one party, but in fact, both parties want to sign this contract seriously and legally • The sale and purchase contract is void due to deception, threat, or coercion Firstly, the Contract for the Sale of Goods is void due to deception However, not every act of intentionally giving false or untrue information is considered cheating and determining whether or not deception exists in the conclusion of a contract must have two things Facts: One is that one party must use tricks to deceive others, and the other is that the other party must obey and follow something For example, the fact that a salesperson makes a false introduction about his goods or the seller says the price is too high is not considered cheating, because in this case, the person receiving the information is not forced to have to sign a contract if they don't want to Second, the Goods Sale Contract is void due to threats or coercion In the common sense, intimidation is when a person uses his or her actions or words to influence another person to make people afraid and reluctant to what they want • A contract for the sale and purchase of goods is void because the person who establishes it is not aware of and controls his or her behavior According to Article 133 of the 2005 Civil Code and Article 128 of the 2015 Civil Code: “A person who has civil act capacity but has established a transaction at the right time is not aware and does not control his/her behavior, request the Court to declare that civil transaction invalid” In the case of property sales, the buyer's capacity is also considered at the time he decides to buy, if at the time of receiving the seller's offer he has full capacity, but when deciding to buy, If you lose your act capacity, the Goods Sale Contract is void On the 11 other hand, for the seller, because this person agrees to sell right from the time of making the offer to sell, then the moment the buyer accepts the offer, the seller loses the capacity to act, it will not affect the transaction • The contract of sale of goods is invalid due to non-compliance with the form A Goods Sale and Purchase Agreement that is void due to a formal breach has the following conditions: Firstly, the law stipulates that the transaction form of the Goods Sale Contract is a valid condition of the contract that the parties not comply with For example, an international Sale of Goods Contract must be made in writing Second, there is a requirement to declare the Contract of Sale of Goods null and void of one party or parties Third, a court or a competent state agency has made a decision to compel the parties to comply with the regulations on form within a fixed time, but the parties not comply Fourth, the request to declare the Sale of Goods Contract invalid due to a violation of the regulations on form must be carried out within the statute of limitations of years Compared with the 2005 Civil Code, Article 129 of the 2015 Civil Code stipulates that a civil transaction that violates the provisions of the conditions to be effective in terms of form will be invalid, except for the following cases: - A civil transaction that has been established according to regulations must be in writing but the document is not in accordance with the provisions of law and one party or parties has performed at least two-thirds of the obligations in the transaction, at the request of one of the parties parties or parties, the Court shall issue a decision to recognize the validity of such transaction - A civil transaction that has been established in writing but violates the mandatory regulations on notarization and authentication where one party or parties has performed at least two-thirds of the obligations in the transaction, at the request of a civil servant party or parties, the Court shall issue a decision to recognize the validity of such transaction Legal consequences of an invalid goods sale and purchase contract 3.1 Legal consequences for the parties to the contract According to Article 131 of the Civil Code 2015, a voided contract will not give rise to, change or terminate the rights and obligations of the parties from the time of its establishment, and have specific legal consequences.: “ An invalid civil transaction does not give rise to, change or terminate the civil rights and 12 obligations of the parties from the time the transaction is established When a civil transaction is invalidated, the parties shall restore the original state and return to each other what they have received In case it is not possible to return in kind, the money value will be refunded The righteous party in the collection of yields and profits is not required to return such yields and profits The party at fault causing damage must compensate The settlement of consequences of invalid civil transactions related to moral rights shall be provided for by this Code and other relevant laws ” 3.2 Legal consequences for third parties related to the contract First, the condition to determine the third party in good faith in the Sale of Goods Contract is null and void Second, deal with the legal consequences The Civil Code 2015 has detailed the objects of civil transactions with a bona fide third party, including: properties that are not subject to registration of ownership rights, properties that have been registered for ownership, depending on each case specific case to determine the legitimate rights and interests of a bona fide third party to the property The protection of right of a bona fide third party in an invalid Goods Sale and Purchase Contract shall be applied according to the provisions of Articles 133 and 167 of the Civil Code 2015 However, the 2015 Civil Code has not yet stipulates the owner's responsibility to prove his/her status as the owner, because in essence, for movable property without registration of ownership, the law does not require forcing the possessor to know if the transaction's possession is legal or not Statute of limitations for requesting the Court to declare the goods sale and purchase contract invalid The statute of limitations for requesting the Court to have a Contract for Sale of Goods void is applied according to the statute of limitations for declaring a civil transaction invalid, and is provided for in Article 132 of the Civil Code 2015 Accordingly, the statute of limitations for requesting a Court The judgment that declares the Sale of Goods Contract to be invalid as provided for in Articles 125 to 129 of the Civil Code 2015 is two years from the date of: - The representative of a minor, a person who has lost his/her civil act capacity, a person with difficulties in perception or behavior control, or a person with restricted civil 13 act capacity knows or must know the represented person to establish and perform the Goods Sale Contract by themselves; - The person who is mistaken or deceived knows or must know that the transaction was established due to the mistake or deception; - Persons who threaten or coerce to stop threatening or coercive acts; - Persons who are not aware of and control their own behavior establish transactions; - Goods Sale Contract is established in case the contract does not comply with the regulations on form After the expiration of the time limit specified above, if there is no request to declare the Contract for Sale of Goods invalid, the contract will still be valid For Contracts for Sale of Goods specified in Articles 123 and 124 of the Civil Code 2015, the statute of limitations for requesting the Court to declare the Goods Sale Contract invalid is not limited In addition to the Civil Code, the Commercial Law 2005 also stipulates: “The statute of limitations for initiating lawsuits applicable to commercial disputes is two years from the time when legitimate rights and interests are infringed.” III PRACTICAL APPLICATION AND SOLUTIONS TO COMPLETE LAW, ORGANIZATION FOR IMPLEMENTATION OF LAW ON VOID PRODUCTS BUY AND SELL CONTRACT Practical application of current legal provisions on invalid goods sale and purchase contracts 1.1 Results achieved through the application of the law on the Contract of Sale of Goods void in Vietnam Firstly, on the basis of specific provisions on the subject, object, cases where the Goods Sale Contract is invalid as well as how to handle when the Contract for Sale of Goods is invalid in the Civil Code 2005 has been established create conditions for the subject parties when entering into a contract to anticipate the possibilities to limit the invalidity of the Sale of Goods Contract and protect their rights At the same time, it is a solid legal basis for competent state agencies to settle when a dispute occurs Thereby, contributing to limiting disputes about the Contract of Sale of Goods being declared invalid in practice 14 Secondly, in addition to Vietnam's provisions on the Contract for the Sale of Goods void, Vietnam has also actively participated in bilateral and multilateral conventions on commercial business, such conventions helped Vietnamese businesses in the process of trading goods with foreign elements 1.2 Limitations in the application of the provisions of the Civil Code 2005 and related documents on the Contract of Sale of voidable Goods hiệu • Restrictions from legal regulations on invalid goods sale and purchase contracts First, the source of the law Second, the provisions on the definition of civil transactions are invalid Thirdly, the provisions on the Contract for the Sale of Goods are invalidated due to the violation of the prohibition of the law on social ethics (Article 123 of the Civil Code 2015) Fourth, the provisions on the Contract for the Sale of Goods are invalid because of the failure to comply with the regulations on the form of the contract Fifth, the provisions on consequences of the Sale of Goods Contract are invalid Consequences of an invalid Goods Sale Contract based on the provisions on invalid civil transactions in Article 137 of the Civil Code 2005 (Article 131 of the Civil Code 2015): “When a civil transaction is invalid, the the parties restore to the original condition, returning to each other what has been received; If it is not possible to return it in kind, it must be refunded in cash”, according to the author, this has many limitations Sixth, the statute of limitations requires the Court to declare the Goods Sale Contract invalid Article 136 of the 2005 Civil Code stipulates years from the date: “The statute of limitations for requesting the court to declare a civil transaction invalid is defined in Articles 130 to 134 of this Code , from the date the civil transaction is established” This provision means that after years from the date of signing the contract, if a dispute arises, the parties not have the right to request that the contract be declared void So after years, the parties will have a dispute and initiate a lawsuit to the court In fact, when this is the case, the court will return the application due to the expiration of the statute of limitations Seventh, the Civil Code 2005 provides that civil transactions are invalid due to noncompliance with regulations on form In the opinion of the author, it is proposed to continue to maintain the provisions of the current Civil Code to ensure the strictness of the law • Restrictions on the application of the law on the sale and purchase of invalid contracts In order to better understand the practical application of the provisions of Vietnamese 15 law on voidable Contracts for Sale of Goods, the author will analyze the relevant judgment and the author's views on different types of Contracts for the Sale of Goods : - Contract of Sale of Goods is void due to deception - The contract is void due to a violation of the content - The contract is void due to a violation of form Demand and some solutions to perfect the law, organize the implementation of the law on invalid goods sale and purchase contracts 2.1 The need to improve the legal system on invalid goods sale and purchase contracts in commercial business Firstly, the need for economic development, promoting the circulation of goods in the market economy Second, the need for international integration Third, the need to protect subjects 2.2 Solutions to perfect the law and organize the implementation of the law on invalid goods sale and purchase contracts * Proposals to improve the law on invalid goods sale and purchase contracts Firstly, it is necessary to complete the provisions on the Contract for the Sale of Goods in the Commercial Law Second, the provisions on the definition of civil transactions are invalid Third, the provisions on the Contract for the Sale of Goods are invalidated due to the violation of the prohibition of law and social ethics (Article 123 of the Civil Code 2015) Fourth, the provisions on the Sale of Goods Contract are invalid due to failure to comply with the regulations on form Fifth, the provisions on consequences of the Sale of Goods Contract are invalid To limit the inadequacies in Article 131 of the 2005 Civil Code as analyzed Then the author agrees with the regulation on consequences and how to deal with them according to Clauses 2, 3, 4, 5, of Article 131 of the Civil Code 2015 whereby we can add as follows: - Clause 2: When a civil transaction is invalidated, the parties shall restore to their original state and return to each other the property received, yields and profits arising from the performance of the civil transaction after subtracting reasonable expenses in carrying out civil transactions and expenses for generating, preserving or developing property, yields and interests Refund is made in kind In case it is not possible to return in kind, the cash value will be calculated for payment; - Clause 3: The righteous party in the collection of yields and profits is not required to return such yields and profits; 16 - Clause 4: The party suffering damage due to the other party's illegal acts shall be compensated; - Clause 5: The settlement of consequences of invalid civil transactions related to moral rights shall be prescribed by relevant laws; - Clause 6: The parties may not receive back their assets, yields and profits if, according to the provisions of law, these assets are confiscated and added to the state public fund According to the author, such provisions have solved the problems and limitations that the author analyzed above in dealing with the consequences of the voidable Sale of Goods Contract Such a solution protects the interests of the parties involved when the Contract for Sale of Goods is unfortunately invalidated It helps state agencies to easily handle and enforce the settlement of the consequences of this type of contract's invalidity Sixth, it is necessary to amend the statute of limitations required to declare the Contract of Sale of Goods void Seventh, there should be unification of legal documents Eighth, the provisions of the Goods Sale and Purchase Agreement are invalid due to improper authority and lack of business registration Besides, the issue of invalidation is not under the author's authority, so administrative sanctions should be prescribed, not declared invalid, because the contract is born where the will of the parties is unified, not born to declare null and void * Solutions on organizing the implementation of the law on invalid goods sale and purchase contracts First, for the competent authorities In order to improve the State's management of the Goods Sale Contract according to the author, it is necessary to: Implement and improve the Civil Code 2015, Commercial Law 2005, promulgating and amending documents governing the conflicting MBHH relationship, which will help the declaration and post-processing of the Sale of Goods Contract nullity between the Courts shall be precise and uniform Should be more specific about the precedent system and the application of precedents so that when there are similar cases, the lower courts will rely on it to settle, while ensuring accuracy, fairness and fairness waste the time of the superior court On the side of the Court, it is necessary to improve the professional qualifications of the judges and the staff of the Court; opening training courses and seminars to help Court 17 officials have a broader and broader view in how to handle and handle this type of case In addition, Vietnam also has stable and effective commercial arbitration centers, but this organization needs to be further improved Second, for the contracting parties - Participant signs the contract + Open professional training courses to improve knowledge of the law in general and the law on Contracts for the Sale of Goods, skills in understanding partners, drafting and signing contracts for employees, especially is an employee of the business organization department + Each company should have a legal department specializing in managing partner research and drafting contracts, so that the work is more focused and not discrete + Before signing, it is necessary to consult with reputable law offices + Before signing the Goods Sale Contract, you should ask the partner to transfer the partner's legal documents for verification More cautious can ask a third party to participate in the verification + When authorizing, a written authorization is required - Subjects directly entering into contracts The representative on behalf of the enterprise to sign the contract, once again carefully checks the status of the subject of the contract signing partner, needs to know the person authorized to sign the contract If you are an authorized representative, you must check the authorization document If you are not qualified, you must immediately stop the signing to continue verifying and request the partner to sign the contract for the right subject When signing with foreign partners, it is also necessary to pay attention to the negotiation and signing style of each partner If you don't know your partner's language, you need an interpreter Don't depend on your partner's interpreter - Form and content of the contract The law stipulates many forms of contracts, but when entering into contracts, enterprises should sign a written insurance contract to protect their rights and interests in the future In particular, the International Sale of Goods Contract is required to be signed in writing, so you should understand this provision to avoid unfortunate situations When signing, it is necessary to carefully prepare the necessary procedures to sign the contract, especially to prepare closely and in detail about the content, especially the terms in the contract that need to be specified The more specific and specific the better For example: price, time of risk transfer, dispute settlement when entering into a contract, they must 18 comply with the principles prescribed by law Third, the basis for entering into a contract Enterprises and contracting parties must carefully study legal documents and international treaties governing the contract they need to sign, in order to properly apply the law and protect their interests for Business C CONCLUSION Trade in general and the purchase and sale of goods in particular play an increasingly important role in the economic development of any country, region or territory Countries always focus on promulgating priority and supportive policies to develop trade, as well as support businesses in doing business, creating more products for society and international economic integration In order to promote the economy and trade in goods, it is necessary for traders to sign Goods Sale Contracts Entering a Contract for the Sale of Goods, in most cases, the parties want to properly and fully perform their obligations under the contract to achieve the highest benefits However, in the course of contract performance, there may also be cases where one party or parties violates the contract such as: failure to properly perform, not fully perform, slow performance of contractual obligations Even, there are many cases where one party intentionally violates the contract to achieve their own purposes, or the contract is voided in whole or in part In order to protect the legitimate rights and interests of the subjects participating in the goods sale and purchase relationship, the law on Contracts for the Sale of Goods always plays an important role in both theory and practice Because, in addition to protecting the rights and obligations of the parties buying and selling goods, the provisions on the liability regime for reimbursement (returning) due to the invalidity or invalidation of the Goods Sale and Purchase Agreement are also an effective legal tool for the state to adjust and strengthen contract discipline, deter those who seek profit by intentionally violating the Goods Sale and Purchase Agreement, and a means for traders to pay attention when enter into the Goods Sale Contract, avoid as much as possible the conclusion of the Goods Sale Contract The responsibility to perform the rights and obligations of the Contract for the Sale of Goods is provided for in national law and if it is an international Contract for the Sale of Goods, it is governed by national and international law The national legislation is the Commercial Law 2005, the Civil Code 2015, the Civil Code 2005 and its guiding documents and relevant legal documents International law includes treaties on international trade multilaterally, bilaterally, international trade practices, of which the most significant and most widely applied is the 1980 Vienna Convention on Contracts for Purchase International 19 Sales of Goods The 2015 Civil Code, the 2005 Civil Code and its guiding documents, the 2005 Commercial Law basically constitute a legal corridor governing the sale and purchase of goods in general and the Sale and Purchase Agreement International goods in particular, stipulating the legal framework for the issue of liability due to the violation of the Goods Purchase and Sale Contract, stipulating the liability of the parties for the invalid Goods Sale Contract 20 REFERENCE CIVIL LAW 2015 ENTERPRISE LAW 2020 AND OTHER DECREES 21 ... enter into contracts - Form and content of the contract - The basis for entering into the contract II VIETNAM LAW ON CONTRACTS FOR THE PURCHASE OF GOODS Legal grounds and the subject has the right... the law on the sale and purchase of invalid contracts In order to better understand the practical application of the provisions of Vietnamese 15 law on voidable Contracts for Sale of Goods, the. .. right from the time of making the offer to sell, then the moment the buyer accepts the offer, the seller loses the capacity to act, it will not affect the transaction • The contract of sale of goods
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