The dissertation systematized the theoretical issues of contract interpretation, studied the status of Vietnamese law on the interpretation of contracts and practice of the contract interpretation in Vietnam as well as modern views on the contract interpretation in the world. From which, the dissertation aimed to provide solutions to improve the provisions of law on contract interpretation and improve the effectiveness of the contract interpretation in Vietnam.
MINISTRY OF EDUCATION AND TRAINING MINISTRY OF JUSTICE HANOI LAW UNIVERSITY HA THI THUY HÀ THỊ THÚY INTERPRETATION OF CONTRACTS IN ACCORDANCE WITH VIETNAMESE LAW REGULATIONS Specialization: Civil Law and Civil Procedure Code: 9 38 01 02 SUMMARY OF LAW DISSERTATION Hanoi – 2019 The dissertation is completed at:TRƯỜNG ĐẠI HỌC LUẬT HÀ NỘIHANOI HA HANOI LAW UNIVERSITY Academic Supervisor: Assoc.Prof Dr Bui Đang Hieu AAGS. TS. Bùi Đăng Hiếu Reviewer 1: Dr. Hoang Thi Thuy Hang Reviewer 2: Assoc.Prof. Dr. Phan Huu Thu Reviewer 3: Dr. Dinh Trung Tung Dissertation will be examined by the Council of Dissertation Evaluation at Hanoi Law University on , 2019 Dissertation is available at:) Thư viện Quốc gia; 1) National Library; 2) Library of Hanoi Law University. 2) Thư viện Trường Đại học Luật Hà Nội A. INTRODUCTION 1. Implication of the dissertation Interpretation of contracts is not a new regime in civil law in general and contract law in particular. From B.C, Roman lawyers laid the foundation for the establishment of a contract interpretation. Studying legal concepts, establishing principles, explanatory methods as well as explanatory bases will create a solid rationale for legislators to consider, receive and reflect them into legislations to improve the legal provisions on contract interpretation. However, in Vietnam today, there is almost no scientific work to systematically study theoretical and practical issues about the contract interpretation In practical terms, for many reasons the contracts may have ambiguous, confusing, too general, or contradictory terms which made other people hard to understand or understand in different meanings. The contract interpretation regime is designed to provide a legal basis for resolving disputes that occur between the parties, as well as avoiding arbitrary discretion of the competent subject when interpreting the contract. However, the grounds for interpreting the contract specified in the Civil Code are not sufficient that make the subject settle the dispute on the interpretation of contract lacking a legal basis for resolution, leading to arbitrary discretion in applying the law Therefore, the study to improve the regime of contract interpretation aims to create an objective and sufficial legal basis, contributing to protecting the rights and legitimate interests of the parties in the contract, promoting the develop and keeping stable for civil exchanges The market economy and the globalization trend have led to an increasing number of contracts The requirement of interpreting the contract is increasing, that makes the regime of contract interpretation play an important role in keeping the contract relationship stable, and creating a legal basis for dispute resolution For all those reasons, it is necessary to study the topic "Interpretation of contracts in accordance with Vietnamese law regulations" to meet the requirements of improving the law as well as contributing to the theoretical and practical basis for the contract interpretation 2 2. Research objectives and study mission The dissertation systematized the theoretical issues of contract interpretation, studied the status of Vietnamese law on the interpretation of contracts and practice of the contract interpretation in Vietnam as well as modern views on the contract interpretation in the world From which, the dissertation aimed to provide solutions to improve the provisions of law on contract interpretation and improve the effectiveness of the contract interpretation in Vietnam To achieve the above objectives, the dissertation needs to fulfill the following tasks: Clarifying the theoretical issues of the contract interpretation Studying the current legal status of the contract interpretation and the practice of the contract interpretation in Vietnam Studying the viewpoints of the contract interpretation in the law of some typical countries in the world and the practice of contracting and implementing contracts in Vietnam Proposing recommendations on the regime of contract interpretation in the Civil Code, amendment and supplement to the principles and bases for the contracts interpretation as well as giving specific recommendations to increase the effectiveness of applying legal provisions on the contract interpretation in Vietnam 3. Subject and Scope of the Research Research subbjects of the dissertation including: Theoretical issues of contracts, interpretation of contracts, interpretations of wills and interpretation of civil transactions; Regulations on the contract interpretation of the Civil Codes through periods and some related legal documents on contract interpretation in Vietnam, including Commercial Law and Consumer Protection Law Practice of the contract interpretation in Vietnam Scope of the research: The dissertation concentrated on researching the theoretical, legal and practical issues of interpretation of civil contracts and commercial business contracts 3 In terms of time, the dissertation studied the provisions of Vietnamese law on the contract interpretation in the Civil Codes from the French colonial period to Civil Code 1995, Civil Code 2005, and Civil Code 2015, and mainly researched the contract interpretation in the Civil Code 2015 Regarding the practice of the contract interpretation, the dissertation focused on the practice of contract interpretation of competent subjects from the Civil Code 1995 comes into effect up to now 4. Research Methodology The dissertation used the methodology of dialectical materialism and historical materialism on the basis of views, objectives and lines of the Party and the State on the issues of economics, politics, culture and society The dissertation used a combination of different research methods, including the method of researching social science and humanities in general and the method of scientific law research for each specific content to achieve the desired goals 5. The new contributions of the dissertation The dissertation was the first scientific work at the level of doctoral dissertation studying comprehensively and systematically the theoretical and practical issues of interpretation of civil contract in Vietnam. The dissertation had some new contributions as follows: The first, the dissertation systematically built the theoretical issues of contract interpretation, including building a concept of the contract interpretation, identifying the legal nature of the contract interpretation and discriminating the contract interpretation with other related activities, determining the neccesity of the contract interpretation, the subject of the contract interpretation, the scope of the contract interpretation, the principle of the contract interpretation and the legal consequences of the contract interpretation The second, the dissertation analyzed and evaluated objectively and comprehensively the bases of the contract interpretation in accordance with current Vietnamese laws and practical interpretation of civil contract in Vietnam Specifically, the dissertation concentrated on analyzing the basis of the contract interpretation comparing with the reality of the contract interpretation through a number of typical judgments and decisions Since then, the dissertation pointed out inadequacies in the interpretation of contract in Vietnamese law and offered orientations to apply the bases of the contract interpretation in Vietnam The third, the dissertation analyzed both theories on the contract interpretation in the world and modern views on the contract interpretation of international countries The fourth, the dissertation also pointed out the bases of the contract interpretation which need to be supplimented to the law on contract interpretation of Vietnam on the basis of acquiring foreign laws, as well as compliance with the theories and realities of the contract interpretation in Vietnam The fifth, on the basis of pointing out the shortcomings that need to be overcome in the regimes of the contract interpretation in Vietnam, the dissertation has proposed solutions to improve the Vietnamese law on the contract interpretation, including proposals on the changing position of the contract interpretation regimes in Civil Code of Vietnam, proposals on the order of application of the bases for contract interpretation in Vietnam and proposals on constructing the regimes of the contract interpretation in the Civil Code which composing 16 Articles stipulating cases of interpretation of contract, principles of contract interpretation, bases of contract interpretation and legal consequences of uninterpretd contract cases The last, the dissertation proposed solutions to improve the effectiveness of the application of law on the contract interpretation of Vietnam, including two groups of solutions: solutions for subjects interpreting the contract and solutions for parties in the contract ... Research subbjects of the dissertation including: Theoretical issues of contracts, interpretation of contracts, interpretations of wills and interpretation of civil transactions; Regulations on the contract interpretation of the Civil Codes ... issues of contract interpretation, including building a concept of the contract interpretation, identifying the legal nature of the contract interpretation and discriminating... the topic "Interpretation of contracts in accordance with Vietnamese law regulations" to meet the requirements of improving the law as well as contributing to the