Once a contract is made legally, contracting parties shall implement and such contract is respected by third parties. As stated in Civil Code 2015 (“CC”): “Each commitment or agreement that does not violate regulations of law and is not contrary to social ethics shall be bound by contracting parties and must be respected by other entities”. However, in the implementation process, the contract can be amended, which means, rights and obligation of...

1. How Amendment to Contracts in Vietnam Can be Made?
Once a contract is made legally, contracting parties shall implement and such contract is
respected by third parties. As stated in Civil Code 2015 (“CC”): “Each commitment or
agreement that does not violate regulations of law and is not contrary to social ethics
shall be bound by contracting parties and must be respected by other entities”. However,
in the implementation process, the contract can be amended, which means, rights and
obligation of parties can be amended accordingly.
Contract Dispute Lawyer in Vietnam
Due to the fact that the contract is result of before agreement, amendment shall follow
certain conditions. According to laws, parties may agree to amend a contract. Enterprises
need to pay attention to some following issues when amending the contract in the
implementation process:

2. Firstly, entities participating in contract amendment is the matter which enterprises need
to notice. Both contract and supplemental agreement are made on behalf of the parties,
which means between two juridical persons. In reality, juridical persons only carry out
transactions through representatives, it may be legal representative or authorized
representative. Therefore, entities participating in contract amendment shall be
representative of juridical persons. A civil transaction entered into and performed with a
third person by a representative in accordance with his/her scope of authorization shall
give rise to rights and obligations of the principal. Regarding consequence of civil
transactions made by unauthorized persons or by representatives beyond scope of
representation, such civil transactions shall not give rise to rights and obligations of the
principal or not give rise to rights and obligations of the principal with respect to that part
of the transaction which exceeded the scope of representation, except for any of the
following cases: (i) The principal recognizes the transaction or gives consent; (ii) The
principal knows it without any objection within an appropriate time limit; (iii) It is the
principal’s fault that the other party does not know or is not able to know that the person
entering into and performing the civil transaction therewith was unauthorized or beyond
his/her scope of representation. In above circumstances, the unauthorized person must
fulfill the obligations to the person with which he/she transacted or the obligations
owning to the person with which he/she transacted in respect of the part of transaction
which is beyond the scope of representation, unless such person knew or should have
known that the representative was unauthorized or the scope of representation was
exceeded but still transacted. A person having transacted with above representative has
the right to terminate unilaterally the performance or to terminate the made civil
transaction or to terminate the civil transaction with respect to that part which is beyond
the scope of representation or with respect to the entire transaction and to demand
compensation for any damage, except that such person knew or should have known that
that the representative was unauthorized or the scope of representation was exceeded or
the case of which the principal recognizes the transaction or gives consent. If above
representatives and the other party in a civil transaction deliberately enter into and
perform such transaction and thereby cause damage to the principal, they must jointly
compensate for the damage.
Form of agreement on amending contract is the second matter which needs to be taken
into consideration. Amendment shall comply with the form of the initial contract. For
instance, if the initial contract is made in written, notarized, certified, registered, the
amendment shall follow such forms. The form of contract shall be the conditions for its
effectiveness in cases where it is provided by law. Therefore, the form of amended
contract shall be the conditions for its effectiveness in cases where it is provided by law.
In invalid contracts, the general rule is restoring everything to its original state and
returning to each other what have received. The condition for the contract of non-
compliance with form recognized by the Court’s decision is that one party or the parties
has fulfill at least two third of the obligation contract. However, not one party or the
parties fulfilling at least two third of the obligation contract will naturally make such

3. contract invalid but there must go through the Court. Specifically, according to request of
one party, after fully considering conditions mentioned above, the Court shall make a
decision on recognizing the validity of such contract. This principle also applies to
contracts amendment. It is important that parties to consult with lawyers at early stage to
anticipate matters of dispute and clearly have clauses drafted to avoid potential future
disputes.
ANT Lawyers – A Law firm in Vietnam has law offices in Hanoi, Ho Chi Minh City and
Da Nang. The lawyers at each law offices in Vietnam have consistently made valuable
and important contributions to our profession through the cases we handled on daily basis
to facilitate business transaction or represented our clients to access justice.