Governing Law Clauses in Vietnam: Can You Choose Foreign Law?
When a contract with a Vietnamese party can be governed by English, Singapore or other foreign law, when Vietnamese law applies anyway, and how to draft it.
Contract law basics foreigners trip over: language of the contract, governing law, deposits and penalties, unpaid invoices and debt recovery without debt-collection services (banned), guarantees and securities, partner disputes in a company, terminating a distributor or supplier.
When a contract with a Vietnamese party can be governed by English, Singapore or other foreign law, when Vietnamese law applies anyway, and how to draft it.
How deposits (dat coc) work under Vietnamese law: when the payer loses it, when the receiver pays back double, and how a deposit differs from an advance payment
How contractual penalties, compensation for loss and late-payment interest work in Vietnam, the cap on penalties in commercial contracts, and how to draft them.
What counts as force majeure under Vietnamese law, how it differs from changed circumstances, notice duties, and how to draft a clause that works in a crisis.
Personal and corporate guarantees, bank guarantees, pledges, mortgages, retention of title and registration: the tools a foreign creditor can use in Vietnam.
Deadlock, blocked dividends, a partner holding the seal: how foreign investors handle disputes with Vietnamese co-owners in an LLC or joint stock company.
How to end a distribution, agency or supply relationship in Vietnam: contract termination rights, commercial agency rules, notice, stock, and handover.
How to check that the person signing for a Vietnamese company has authority: legal representatives, written authorisation, company seals and internal approvals.
How a foreign company can recover unpaid invoices from a Vietnamese customer: evidence, demand letters, negotiation, court, arbitration and enforcement.
English-only, Vietnamese-only or bilingual? How contract language works in Vietnam, when Vietnamese is needed and how to draft a prevailing-language clause.
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