CHƯƠNG 4 Vô hiệu hợp đồng

Chapter 4
Invalidity of contract
TAN P.P. NGUYEN
UNIVERSITY OF ECONOMIC AND LAW

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1. 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)


2. Cases lead to
Invalid contract

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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 1. 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 2 of this Article.


2. A civil transaction of a person prescribed in Clause 1 of this
Article shall not be invalid in any of the following cases:
S a) The civil transaction of a child less than 6 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 do 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 1

S What is “Social Moral”?


Case 1: Agreement on transferring husband for 50
million VND

S In 1992, Mr. A moved in Mrs. B’s house and they live

together as husband and wife. They’ve had common
properties and 3 children.

S In 2010, Mr. A had started a sentimental relationship with

Ms. C, who was a single woman. After knowing that Mr. A
was living with Mrs. B as husband and wife, Ms. C
suggested with Mr. A and Mrs. B that they would set up an
agreement on transferring Mrs.B’s husband to Ms. C with
the value 50 million VND. They agreed and concluded into a
written contract with signatures of three persons.

Case 1 (cont.)

S In 2012, after having a period of time living together, Mr. A and Ms. C

had had many contradictions, and Mr. A quitted living with her. Ms. C
came to see Mrs.B, and asked her to return her 50 million VND for Mr.
A’s leaving, but Mrs. B did not accept.

S In 2013, Ms.C, on her own, amended the content of the contract, by

adding to it the phrase “Ms. C agrees to give Mrs. B a loan of 50
million VND. The term of the loan is one year.” Then she brought the
lawsuit to the Court for recovering the amount of 50 million VND and
the penalty for late payment up to 11 million VND from Mrs. B.


Case 1_Questions

S 1. Is the contract valid or invalid? And why?
S 2. In your opinion, how should the Court settle this

dispute?


Article 124. Invalidity of civil transactions due
to falsification

S 1. 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 2. 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

1. 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.
2. 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

1. 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 2 of this Article.

S

2. 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 trong TH này trong khi ko đạt được mục đích giao kết.

S

Đa số TH là lỗi hỗn hợp (không phân định ai có lỗi)=> Bác yêu 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 2
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 1. In case THP agrees to enter into a sale contract with Mr.

Minh, will it be valid or not? And why?
S 2. In your opinion, what should THP do in this situation?


Article 408. Invalidity of civil contracts due to
impossibility of performing subject matter

đối tượng không thể thực hiện được

S 1. 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 2. 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 3. The provision in Clause 1 and Clause 2 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 đi Đồng NAi có việc và tối hơm đó bị bão hư hết cam, ơng A khơng biết
và vẫn đi kí hợp đồng vào 17/10 => hợp đồng vơ hiệu vì ngay từ ngày giao kèo thì đã khơng thể thực hiện được.