Guidelines on Convention International Sale of Goods 1980- Part 2
Form of the contract is another matter that varies differently in every law system. As a member of CISG, should there be any change in the regulation of Vietnamese law regarding to the form of contract?
The law of Vietnam, likely to be recognized as a part of the civil law system, only authenticate the written form of an international contract on sale of goods (2005 Vietnam Commercial Law). Interestingly, the domestic contracts, which are an agreement between the parties having their own business places in Vietnam, could be established by any means including written form, spoken form or any similar form. However, due to the fact that an international contract is considered a complicated agreement, thus, it has to be established under the form of writing only. This regulation of Vietnam aims to reduce the number of dispute arising on the contract in general. In opposite, Article 11 of CISG 1980 revealed that “A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses”. This provision means that the contract of sale could be established under any kinds of forms.
As mentioned in Part 1 of this research, Vietnam has recently become the 84th member of CISG and this convention will be taken into effect from the 1st January 2017. Therefore, with the different in the spirit of law, should the Commercial Law of Vietnam be changed? Or Are any other measures going to be carried on?
Why there was a difference in the form of contract between Vietnam Commercial Law and CISG 1980?
It is obviously easy to find a justified explanation for that. As emphasized above, in some aspects, the law system in Vietnam is mostly similar to the civil law system which the form of contract is considered quite strict. Other than that, CISG 1980 is a convention which has 84 members from many law system in the world including common law and civil law. As a matter of fact, some provisions of this convention reflect the spirit of Civil law system and some others, in contrast, reflect the spirit of Common law system. And this provision of CISG 1980 about form of contract is similar to those which follows the common law system.
What is the alternative measure?
The answer is that validity of this provision depends on the will of each members. It means this provision is not a compulsory one. Similar to the subparagraph 1 (b) Article 1 of this Convention, a member also has the right to exclude this provision from their obligations. And Vietnam did so, any other forms of contract of sale except for written form or similar kinds of written form would not be authenticated by the Dispute Settlement in Vietnam.
The law of Vietnam, likely to be recognized as a part of the civil law system, only authenticate the written form of an international contract on sale of goods (2005 Vietnam Commercial Law). Interestingly, the domestic contracts, which are an agreement between the parties having their own business places in Vietnam, could be established by any means including written form, spoken form or any similar form. However, due to the fact that an international contract is considered a complicated agreement, thus, it has to be established under the form of writing only. This regulation of Vietnam aims to reduce the number of dispute arising on the contract in general. In opposite, Article 11 of CISG 1980 revealed that “A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses”. This provision means that the contract of sale could be established under any kinds of forms.
As mentioned in Part 1 of this research, Vietnam has recently become the 84th member of CISG and this convention will be taken into effect from the 1st January 2017. Therefore, with the different in the spirit of law, should the Commercial Law of Vietnam be changed? Or Are any other measures going to be carried on?
Why there was a difference in the form of contract between Vietnam Commercial Law and CISG 1980?
It is obviously easy to find a justified explanation for that. As emphasized above, in some aspects, the law system in Vietnam is mostly similar to the civil law system which the form of contract is considered quite strict. Other than that, CISG 1980 is a convention which has 84 members from many law system in the world including common law and civil law. As a matter of fact, some provisions of this convention reflect the spirit of Civil law system and some others, in contrast, reflect the spirit of Common law system. And this provision of CISG 1980 about form of contract is similar to those which follows the common law system.
What is the alternative measure?
The answer is that validity of this provision depends on the will of each members. It means this provision is not a compulsory one. Similar to the subparagraph 1 (b) Article 1 of this Convention, a member also has the right to exclude this provision from their obligations. And Vietnam did so, any other forms of contract of sale except for written form or similar kinds of written form would not be authenticated by the Dispute Settlement in Vietnam.
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