MINISTRY OF EDUCATION AND

MINISTRY OF JUSTICE

TRAINING
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

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

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.

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.
6. Theoretical and practical meanings of the dissertation


5
The first, the dissertation has a scientific contribution in
providing a system of theoretical and practical issues on the
interpretation of contracts. From which, a lawmakers have a basis to
study and reflect them into the provisions of law. At the same time, it
is also the basis for competent subjects understanding the base of
contract interpretation to effectively perform the contract
interpretation.
The second, the dissertation has a significant meaning in
completing the current contract law in Vietnam in order to meet the
requirements of the market economy in the period of globalization.
The third, the dissertation is also a reference source for lawyers
in researching, applying or teaching contract law in research, training
and teaching law institutions.
7. Structure of the dissertation
In addition to the introduction, overview of the research,
conclusion, references, the content of the dissertation consists of 4
chapters.
B. OVERVIEW OF STUDIES RELATED
TO RESEARCH TOPIC
1. Overview of studies related to the research topic

Научная Мысль, Москва, 2014, by Степанюк Н. В; “Elements of
contract interpretation” by Steven J. Burton, Oxford Publisher, 2009;
The Interpretation of Contracts, Lewison K., Sweet and Maxwell,
London, 2011; “Толькование договора” by Жученко С. П. In the
book
«Практика
применения
общих
положений
об
обязательствах», Status, Москва, 2011, doctoral thesis,
“Толкование договора как вид юридического толкования” by
Березина Е. А., National Law Academy Uran, Ekateburg, 2001;
Doctoral thesis “Толькование гражданско – правового договора” of
Степанюк Н. В., in 2008.
1.2.2. Domestic Researches
At the general level, there are some researches such as:
Monograph: "Vietnam 's jurisprudence law" by Dr. Vu Van Mau,
Ministry of National Education Publishing, Saigon, 1963, "Law on
contracts", National Political Publishing House, Hanoi, 1995 by Dr.
Nguyen Manh Bach; "The regime of contracts in Vietnamese Civil
Code" by author Nguyen Ngoc Khanh, Justice Publishing House,
2007; "Vietnamese contract law: judgment and commentary",
Episode 2, by Assoc. Prof. Dr. Do Van Dai, Hanoi National Political
Publishing House, 2014; textbook "Contract Law - General Part",
Hanoi National University Publishing House, 2013 by author
Assoc.Prof. Dr. Ngo Huy Cuong; textbook “Law on contracts and


7

Thirdly, studying the views on contract interpretation of
countries in the world to apply, study and propose some additional
interpretations of the contract on the regime of the contract
interpretation in Vietnam.
Finally, on the basis of the theoretical, practical and personal
views of the researcher, the dissertation proposes recommendations
to improve the law on contract interpretation in Vietnam and the
effect of the contract interpretation in Vietnam today.
Conclusion
The study of the contract interpretation has been concerned
and mentioned in different aspects and scopes. However, there has
not been an intensive, comprehensive and systematic research about


9
theory and reality of the contract interpretation in accordance with
Vietnamese law regulations.
The study of the topic "Interpretation of contracts in
accordance with Vietnamese law regulations" is a necessary and
new scientific task on selective inheritance of research results.
C. MAIN CONTENT
CHAPTER 1: THEORETICAL ISSUES OF THE CONTRACT
INTERPRETATION
1.1. The neccessity of interpreting the contract
The neccessity of interpreting the contract appears when the
contract has unclear contents and terms. The cause of this ambiguity
may be due to subjective reasons such as the use of words (using
words with diffirent meanings, words without meaning, local words),
the expression is not clear, spelling errors in the process of
expression, or due to objective reasons such as different regional

1.3.2.1. Distinguish the contract interpretation and interpretation of
wills
Although the interpretation of the contract and the
interpretation of the will have much in common, these two activities
have a lot of differences in the nature of the interpretation, the
competent subject of the interpretation, the sequence of the
interpretation, the basis of the interpretation, as well as legal
consequences of the interpretation.
1.3.2.2. Distinguish the contract interpretation with the supplement
of the missing clause of the contract based on the law provisions
There are many opinions that the supplement of the contracts is
a contract interpretation activity. However, these two activities are
completely different in terms of reasons to interpret and reasons for
supplementing contracts; nature and basis for interpretation and
grounds for supplementing contracts.
1.3.2.3. Distinguish the contract interpretation and legal
interpretation
Many legal scientists of the Russian Federation and the UK
consider the contract interpretation as a special form of legal
interpretation. However, in Vietnam these are two completely
different activities on the competent subject, the legal consequences
of the interpretation, the purpose of the interpretation, and the basis
of the interpretation.
1.3.2.4. Distinguish the contract interpretation and contract
adjustment when circumstances change
The contract interpretation and he tcontract adjustment when
circumstances change are done by the jurisdiction, and the results of
interpretation or adjustment of the contracts are enforceable for the
parties. But these two activities differ in the reasons, the results, the


1.6.1. The principle of interpretation respects the will of the parties
rather than the words of the contract
1.6.2. The principle of interpretation must not alter the content of
the contract
1.6.3. The principle of interpretation in the direction of priority
makes the contract effectively
1.6.4. The principle of interpretation in a fair and reasonable way
1.6.5. The principle of interpretation in a way that benefits the


12
contractor of a sample contract
1.7. Legal consequences of the contract interpretation
The interpretation of the contract is that the subject has the
authority to clarify the unclear content of the contract based on rules
and legal grounds. The nature of the contract interpretation is that the
competent subject is to resolve the contract dispute when the parties
in the contract cannot agree on how to understand one or some of the
contents of the contract. Therefore, the result of the contract
interpretation is a judgment or decision of the jurisdiction. The
judgment or decision of a competent subject has the mandatory value
for the parties.
Conclusion of chapter 1
Chapter 1 of the dissertation has built a system of theoretical
issues about the interpretation of the contracts to identify the contract
interpretation, distinguishing the contract interpretation with other
legal issues, determining reasons, cases, scope, subject as well as the
principles of the contract interpretation.
The research results in chapter 1 will create a basis for
researching and evaluating the provisions of law on interpretation of

reality of interpreting the contract of Vietnam, the interpreting subject
still interprets the contract based on both will and expressing will.
However, clause 1 of Article 404 of the Civil Code 2015, when
providing this interpretation base, still exists some shortcomings:
Firstly, the way specified in Clause 1, Article 404 of the Civil Code
2015, leads to the interpretation by the subject when the award is
appropriate. It is difficult to distinguish the common will of the
parties in the contract as a basis to interpret the contract or the
purpose of the contract interpretation. Secondly, Item 1, Article 404
of the Civil Code does not specify the expression of will will also be
a basis for interpretation of the contract.
2.3. The contract interpretation based on purpose and nature of
the contract
According to Vietnamese lawmakers, "The purpose of a
contract is legitimate interests which the parties wish to achieve at
the time when they enter into a contract." (Article 118 Civil Code
2015). The purpose of the contract is always a legal issue. The
purpose of the contract is different from the motive of the contract.
Nature of the contract is the internal characteristics of the
contract to distinguish this contract with another.
The purpose and nature of the contract are basis for
interpretation of the contract. In reality of the contract interpretation ,
the purpose of the contract is considered as a basis for interpreting


14
the content of the contract. Meanwhile, the nature of the contract is
considered as a basis for interpreting the contract identifier.
2.4. The contract interpretation based on will of parties before
entering a contract (pre-contract information)

If there is a conflict between different types of customs, a


15
common customs, or customs that the parties know or are forced to
know in the smallest area is used to interpret contracts to create equality
between the ethnic groups as well as localities and also to ensure the
principle of goodwill of law on contrac. If there is a contradiction
between parties, the custom at the place of contract signing will be used
as a basis for interpretation of the contract. Contracting place is the place
of residence or office of the party who made the first contract proposal,
unless otherwise agreed by the parties.
2.6. The contract interpretation based on correlation between the
terms of the contract.
It is reasonable to interpret contracts based on the correlation
between the terms of the contract, due to the systematic nature of the
contract. And the fact of contract interpretation in the Court is not
uncommon in case the Court interprets the contract based on the
relationship between the terms of the contract to interpret.
In principle, the terms of the contract all have the same role in
the contract, regardless of the order in which they appear in the
contract, unless the parties agree on that priority hierarchy in the
contract. Therefore there is no priority order in determining the terms
used as a basis for the contract interpretation. However, the use of
interpretation bases needs to be in conformity with the principles of
contract interpretation, and usually the specific provisions are
preferred over the general nature of the terms.
If there is a contradiction between the amendment and addition
of the contract, the interpretation rule is that the legal contract
showing the final will of the parties will be prioritized for use as a

The research results in Chapter 2 showed that the law on
interpretation of contracts under Civil Code 2015 has more
progressive points than Civil Code 2005 but there are still many
unreasonable points. These research results are the basis for the
author to propose some solutions to improve the law on contract
interpretation in Vietnam.
CHAPTER 3: MODERN VIEWPOINTS ON THE BASIS OF
INTERPRETATION OF CONTRACTS AND THE
SUPPLEMENT SOME BASES OF CONTRACT
INTERPRETATION INTO VIETNAMESE LAW
3.1. Modern viewpoints on the basis of contract interpretation are
used by some countries
Laws of countries have two tendencies to build a regime of
contract interpretation: under an objective point of view and a subjective
point of view. The tendency of a subjective point of view interprets
contract base on the true common will of the parties in the contract. The


17
objective trend interprets the contract base on the understanding of an
ordinary person in the same situation as the parties in the contract are
interpreted. However, currently laws of these countries have a
combination of subjective and objective interpretations trend.
3.2. The necessity of supplement the bases of contract
interpretation
The necessity of supplement the basis for interpretation of
contracts starts from the following reasons: Firstly, the grounds for
interpreting contracts under current law are incomplete. Secondly, in
many cases, the interpretation of the competent subject is lack of a
legal basis due to a lack of interpreting grounds. Thirdly, the contract

rights, acts of establishing transactions related to property are subject
to the contract, ... but can also be expressed in the form of inaction,
for example acts against objectionable use by the other party use of
property, no objection to the other party's tax payment or declaration
of procedures for registration of ownership of property, etc.
3.3.3. Interpretation of contracts based on habits formed between
the parties
Civil Code 2015 does not recognize the habit formed between the
parties as a basis for interpretation of a contract. However, laws of many
countries recognize the habit formed between the parties as a basis for
interpretation of the contract, for example the Russian Federal Civil
Code or the UNIDROIT Code of Conduct on international trade
contracts. In fact in Vietnam, the court used the habit formed between
the parties to interpret the contract. However, the application of the basis
for interpreting this contract has no legal basis.
The habit to be used as a basis for interpretation of contracts
must meet the following conditions: First, the habit must be a clear
and existent rule. Second, the habit must be formed on the basis of
the consent of the parties in the same type of contract. Third, the
habits must be repeated for a long period between parties in previous
contracts. Fourth, that habit must not be contrary to the basic
principles of Civil Code.
Conclusion of Chapter 3
Chapter 3 of the dissertation studied two different viewpoints
on the contract interpretation are subjective and objective viewpoints,
assessing the pros and cons of each point of view to determine the
point of interpretation of contracts in Vietnam.
It is necessary to add the bases to interpret the contract to the
contract interpretation regime. Chapter 3 suggests the bases for
interpretation of contracts may be added to Vietnamese contract

The regime of contract interpretation should be arranged into
two specified groups, the first is the general provisions in the law on
interpretation of civil transactions, the second is specific provisions
in the General provisions of contracts. In order to complete the
regime of contract interpretation, it is necessary to arrange the
contract interpretation regime into a subsection in Section 7, Chapter
XV, the General Regulations in Part Three of Obligations and
Contracts to specifies the competent subject has an authority to
interpret contracts, principles and basis for interpretation of contracts.
This subsection is arranged immediately after the sub-section on


20
contracting.
When interpreting contracts, the group of subjective basis
should be prioritized first, then to the objective base group and finally
the internal base group of the contract. However, this division is only
relative. Therefore, for each base of the contract interpretation, the
competent subject need to consider all relevant evidence and facts.
Each evidence should be considered in an assessment that is
consistent with the various grounds of contract interpretation to find a
reasonable interpretation for the contract interpretation dispute.
4.3. Specific recommendations to improve Civil Code 2015
provisions on the contract interpretation
Subsection … - Interpretation of contracts
Article 404.1 – Interpretation of contracts
When the contract contains unclear or conflicting contents
that the parties cannot agree on understanding the contract, it is
necessary to interpret the contract.
The interpretation of the contract must be based on the

Article 404.6 - Interpretation of contracts based on behavior
of the parties in implimenting contract
The contract should be interpreted in accordance with the
behavior of the parties in the process of contract performance.
Article 404.7 - Interpretation of contracts based on habits
formed between the parties
If there is a habit formed between the parties, the interpretation
of the contract is based on those habits.
Article 404.8 - Interpretation of contracts based on customs
The contract can be interpreted based on the custom at the
contracting place.
Article 404.9 - Interpretation of contracts based on actual
circumstances at the time of contracting
The contract is interpreted in accordance with the actual
circumstances at the time of contracting.
Article 404.10 - Interpretation of contracts based on other
provisions of the contract
Terms of the contract must be interpreted in relation to each other,
and be consistent with the content and meaning of the entire contract.
If there is a contradiction between the main contract and the
amendments and supplements to the contract, the contract is interpreted
according to the meaning of the contract amendment and supplement.
Article 404.11 - Interpretation of contracts based on legal
purpose and legal nature of the contract
When interpreting a contract, it must be based on the legal
purpose and legal nature of the contract
Article 404.12 - Interpretation of contracts based on the


22

Abandoning paragraph 2 of Article 405 on explanation of
model contracts because this content has been stipulated in Article
404 on explanation of contracts.
Supplement regulations on the interpretation of general trading


23
conditions in the direction of disadvantage for the party that gives
general trading conditions, which are beneficial for the counterparty.
In addition, it is necessary to supplement the case when the general
transaction conditions and terms agreed by the parties must be based
on the terms agreed by the parties to explain the contract.
4.4. Solutions to improve the effectiveness of the application of
legal provisions on the contract interpretation
4.4.1. For the interpreting subject
- Combining methods of interpretation;
- Applying accurate and reasonable bases and explanatory
principles;
- Actively and flexibly applying the interpretation bases;
- Only considering the facts without distorting the content of the
contract.
4.4.2. For the parties in the contract
- Drafting the contract clearly.
- Interpreting contract in case of using unclear terms
- Improving legal knowledge
- Regulating the grounds for interpretation for their own
contracts.
- Keeping and providing evidence and prove in accordance with
legal basis.
Conclusion of chapter 4