Luật Hợp đồng là một phần quan trọng của pháp luật dân sự và thương mại, quy định về quá trình tạo ra và thực hiện các hợp đồng giữa các bên. Mục tiêu chính của Luật Hợp đồng là xác định và bảo vệ quyền và nghĩa vụ của các bên trong quá trình ký kết và thực hiện hợp đồng.
Chapter Invalidity of contract TAN P.P NGUYEN UNIVERSITY OF ECONOMIC AND LAW S Invalid Contract What is an invalid contract? S Civil transactions which fail to satisfy any one of the conditions specified in Article 117 of this Code shall be invalid Causes lead to Invalid Contract (Art 123-Art 133 , 408 C.C 2015) S Invalidity of civil transactions due to breach of legal prohibitions or contravention morals (A.123) of social S Invalidity of civil transactions due to falsification (A.124) S Invalidity of civil transactions established and performed by minors and persons having lost their capacity for civil acts or having had their capacity for civil acts restricted (A.125) S Invalidity of civil transactions due to misunderstandings (A.126) S Invalidity of civil transactions due to deception or threat (A.127) Causes lead to Invalid Contracts (cont.) S Invalidity of civil transactions entered into by persons incapable of being aware of or controlling their acts (A.128) S Invalidity of civil transactions due to non- compliance with form (A.129) S Invalidity of civil contracts due to impossibility of performing subject matter (A.408) Cases lead to Invalid contract S Article 125 Invalidity of civil transactions established and performed by minors or legally incapacitated persons or persons with limited cognition and behavior control or persons with limited legal capacity S When a civil transaction is established or performed by a minor, a legally incapacitated person, a person with limited cognition and behavior control, or a person with limited legal capacity, a court shall, at the request of the representative of that person, declare such transaction invalid, if it is provided for by law that such transaction must be established and performed by or with the consent of the representative of that person, except for the cases prescribed in Clause of this Article A civil transaction of a person prescribed in Clause of this Article shall not be invalid in any of the following cases: S a) The civil transaction of a child less than years of age or a legally incapacitated person established for his/her daily needs; S b) The civil transaction only either arising rights or exempting from obligations for the minor, the legally incapacitated person, the person with limited cognition and behavior control, the person with limited legal capacity and their contracting parties; S c) The civil transaction of which validity is recognized by the person established such transaction that become an adult or restore his/her legal capacity Article 128 Invalidity of civil transactions established by person lacking in cognition and behavior control S A person who has legal capacity but has entered into a civil transaction at the time of he/she is lacking in cognition and behavior control shall have the right to request a court to declare such civil transaction invalid Article 123 Invalidity of civil transactions due to breach of legal prohibitions or contravention of social ethics S Civil transactions with objectives and contents which breach legal prohibitions or which contravene social ethics shall be invalid S Legal prohibitions mean provisions of law which not permit entities to perform certain acts S Social ethics are common standards of conduct as between persons in social life, which are recognized and respected by the community Case S What is “Social Moral”? Article 124 Invalidity of civil transactions due to falsification S If the parties falsely enter into a civil transaction for the purpose of concealing another transaction, the false transaction shall be invalid and the concealed transaction remains valid, unless it is also invalid under the provisions of this Code or relevant laws S If the parties enter into a civil transaction falsely for the purpose of evading responsibilities to a third person, such transaction shall be invalid Article 129 Invalidity of civil transactions due to noncompliance with form If the form of a civil transaction, required to be established in writing, does not comply with regulations of law, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction If the form of a civil transaction, required to be established in writing, violates against regulations on notarizing or authorization, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction In this case, the parties need not perform the notarizing or authorization Article 126 Invalidity of civil transactions due to misunderstanding S If there is a misunderstanding in a civil transaction that make a party or the parties fails to meet the objectives of the transaction establishment, the mistaken party shall have the right to request a court to declare such transaction invalid, except for the case prescribed in Clause of this Article S A civil transaction having misunderstanding shall not be invalid if the parties may meet the objectives of the transaction establishment or the parties may correct the misunderstanding resulting in the achievement of the objectives of the transaction establishment S Chỉ yêu cầu tuyên bố vô hiệu TH ko đạt mục đích giao kết S Đa số TH lỗi hỗn hợp (khơng phân định có lỗi)=> Bác u cầu Article 127 Invalidity of civil transactions due to deception, threat or compulsion S Any party entering into a civil transaction as a result of deception, threat or compulsion has the right to request a court to declare such transaction invalid S Deception in a civil transaction means an intentional act of a party or a third person for the purpose of misleading the other party as to the subject, the nature of the entity or contents of the civil transaction which has caused the other party to enter into such transaction S Threat or compulsion in a civil transaction means an intentional act of a party or a third person which compels the other party to conduct the civil transaction in order to avoid danger to the life, health, honor, reputation, dignity and/or property or that of its relatives Case A 500-million VND contract on selling a soft drink bottle and a fly within S On 5th December, 2014, Mr Minh made a phone call to Tan Hiep Phat Trading and Service Limited Company (THP), a Vietnamese company having a reputation in producing and trading beer & beverage, to announce that he was keeping a brand new THP’s soft-drink bottle which was having a fly inside S Mr Minh offered THP to buy such bottle at the price of 500 million VND In case THP would not want to buy it back, Mr Minh would report to the authorities and media which could harm THP’s reputation Case 2_Questions: S In case THP agrees to enter into a sale contract with Mr Minh, will it be valid or not? And why? S In your opinion, what should THP in this situation? Article 408 Invalidity of civil contracts due to impossibility of performing subject matter đối tượng thực S If, immediately as from the time a contract is signed, it is impossible to perform the subject matter of the contract for objective reasons, the contract shall be invalid S If, when entering into a contract, one party knew or should have known that it was impossible to perform the subject matter of the contract for objective reasons but failed to notify the other party which entered into the contract, the former party must compensate the latter party for damage, unless the latter party knew or should have known that it was impossible to perform the subject matter of the contract S The provision in Clause and Clause of this Article shall also apply to a contract containing one or more parts with subject matter which is impossible to perform, but the remaining parts of the contract shall remain valid Vd: Ơng A hẹn ơng B kí hợp đồng mua cam vào 17/10, ngày 15/10 ông A Đồng NAi có việc tối hơm bị bão hư hết cam, ông A kí hợp đồng vào 17/10 => hợp đồng vơ hiệu từ ngày giao kèo khơng thể thực