ÔN ĐỀ CŨ PLDC

A. ĐỀ THI ONL
1. Short answers
1. As a general rule, silence does not constitute acceptance
TRUE
According to Article 393.2, Civil Code 2015: The silence of the offeree…established by the
parties.
Explanation: In this case, there are no special cases of exception regulated, therefore, as a general
rule, silence cannot constitute silence

2. A counter-offer counts as the rejection of the original offer

TRUE
According to Article 392, Civil Code 2015: When an offeree accepts the offer…a new offer.
The amendments of the original offer count as a counter-offer offered by the offeree. The offeree
introduces a new offer to the offeror; hence, the original offer shall be deemed null and void, no
longer accepted.

3. Anh issued an invitation to tender for a contract, and Binh submitted her terms. Thus Anh made
an offer which Binh accepted.
FALSE
(We may analyze the 2 parts constituting the conclusion)
First of all, according to Article 386.1, Civil Code 2015: Offer to enter into a contract….
The invitation to tender constitutes an invitation to treat, a preliminary communication indicating
the willingness to receive negotiation and offers and is not binding by such offer.
Second of all, according to Article 392, Civil Code 2015: When an offeree accepts the offer…a
new offer.
The offeree introduces a new offer by submitting new terms to the offeror; hence, the original offer
shall be no longer accepted.

4. Advertising auction is an offer to sell.

According to Article 386.1, Civil Code 2015: Offer to enter into a contract….
The advertising of an auction constitutes an invitation to treat, where the parties are invited to place
their bids and the fall of the hammer shall deem acceptance.

2. Case-solving (IRAC model application)

1. Born on 30/12/2004, B is leaving his hometown to start schooling at a university. To settle

down, B considers renting a room in an apartment near the campus and fortunately has found a
desirable place.
a. Can B by himself conclude a lease contract with the potential landlord?
b. After one year at university, instead of concentrating on schooling, B gets addicted to cocaine,
therefore decided to quit the university and returns home. From then on, he has sold out his
household assets to cover his drug expenses. How can his parents stop him from doing so from
a legal perspective?
a)
I: Can B by himself conclude a lease contract with the potential landlord?
R: Article 21.4, Civil Code 2005
A:
A1: Each person => B is an individual => met
A2: from 15 to under 18 => he is a minor => met
A3: except for civil transactions related to the real estate, movables requied registration and other
civil transactions as prescribed by law that are subject to the consent of his/her legal representative.
=> this case involves lease contract => unmet
R1: entitled to enter in and perform civil transactions by himself/herself => shall not apply
C: B cannot conclude a lease contract with the potential landlord but it is feasible with the consent
of his legal representative.

b)
I: How can his parents stop him from doing so?
R:
Article 20 (Adults)
Article 209 (Ownership in common) => có 2 TH (đó là tài sản của B; đó không phải tài sản của B)
Article 133 (Protection of the interests of bona fide third parties with regard to invalid civil
transactions) => for conclusion
Article 167 (The right to reclaim property) => 2 main situations
Article 168
Article 24
A:
Article 20.1, CC15
B is now fully 18 years old or older (after 1 year) => B is an adult
Article 209, CC15
Household assets at home are multiple ownership property
B and his parent's share of the ownership rights with respect to the multiple ownership property is
specified
=> It is ownership in common
Article 24, CC15
He limited legal capacity
==> B has no right to sell the household assets concurrently with his own share through valid civil
transactions.
Article 167, CC15
TH1: Household assets belong to his parents that he sold to the bona fide third party not subject to
ownership right registration.
The 3rd party bought the assets through an unindemnifiable contracts with B
=> His parents can reclaim it
TH2: Household assets belong to his parents that he sold to the bona fide third party not subject to
ownership right registration.
The 3rd party bought the assets through an indemnifiable contracts with B
The property has been possessed by B against his parents will
=> His parents can claim it
Article 168+133, CC15
They can claim it, except for Article 133.2.
Household assets belonging to his parents are sold out by him through valid transactions to the
bona fide third party stated in the Article 133.2.
=> His parents cannot claim the third party but they may proceed against B to refund and
compensate
C:
B cannot sell it in the first place without parental consent.
In case that B sells its own share, parents cannot do anything
In case that B sells it all out and (168) and (167) they can reclaim from the 3rd party
In case that B sells it all out and (133) they can proceed against B to refund and compensate

Anh by accident found a dropped Iphone in the university campus. Can she claim ownership of
the item?
I: Can she claim ownership of the item?
R: A230
A:
A230.1
Anh = a person who finds an object mislaid or lost
TH1: being aware of the address => return
TH2: not aware => deliver to the people’s committee and police station
A230.2
R2.1. 1 year not yet found
TH1: the value is up to (<=) 10 months base salary => Anh can claim
C:
A cannot claim not but 1 year later without ability to find the address and <= 10 mnth base salary
B. FILE TỔNG HỢP
1. Short-answers
1. Provide 2 examples that the right ____ leaves the owner? [Article 189-196]
a) dispose
Transfer ownership right You sell the old TV to another person, who shall become the
new owner.
Renounce ownership right You own a phone and you throw it away without care about the
new owner.
Right to use You drink the boba tea you bought earlier and the boba tea is
consumable (using it means disposing it)
Destruct the property You break up your own house/car/phone.

b) use (e.g. You own a house in Da Lat)

Exploit the usage of property You live in the house
Enjoy the yield derived from The house has a vineyard and you may derive the grape wines
the property to sell for money.
Enjoy the income derived You rent the place to one another in need and get the money.
from the property

c) possess
Example 1:
You own an apartment in a residential building. You have the right to possess the apartment and
live in it as your primary residence, enjoying the benefits of home ownership, such as security,
privacy, and control over your living space.
Example 2:
Imagine you lend your friend, Mr. C, your bicycle for a day. After the day is over, instead of
returning it, Mr. C decides to keep the bicycle locked in his garage. In this case, Mr. C has physical
possession of the bicycle, but he doesn't have the right to possess it because it's not his property.

2. If you want to start an enterprise, which would you choose:

(1) sole proprietorship
(2) LLC
(3) joint stock company
Explain your choice!
Does your preference differ if you are now an employee in the enterprise instead?
a)
If I were to start a business, opting for a limited liability company (LLC) would be my choice due
to its lower risk profile. The key advantage lies in the fact that, as the owner, I would have complete
authority to make decisions regarding the company's operations. Importantly, my personal liability
would be restricted to the extent of the company's charter capital, as outlined in Article 74. This
means that my responsibility for the enterprise's debts and other obligations would be limited. In
simpler terms, by establishing an LLC, I can enjoy the benefits of business ownership with reduced
personal risk.
b)
If I were an employee in a company, I would prefer a joint stock company. The reason is its strong
capital-raising capacity through public share issuance. A joint stock company's flexible capital
structure allows numerous contributors, reducing business risk. Furthermore, the collective
responsibility of at least three shareholders ensures effective company operation and problem-
solving. In essence, opting for a joint stock company provides financial strength, flexibility, and
shared responsibility.

3.Whenever being drunk, A returns home and sells whatever in the house he sees. After so
many times of explanation and advice, his wife B, asks People’s Committee where they live to
restrict his capacity by informing in public that he has capacity restricted. Is what B wants to do
legal? Advise B.
According to Article 24.1, Civil Code 2015
In this scenario, when A is intoxicated, he engages in selling household items, negatively
impacting the family's financial situation. B, as A's wife with related rights or interests, has the
right to seek legal intervention. Specifically, she can request the Court to declare that A has limited
legal capacity. However, she does not have the right to ask the People's Committee to publicly
announce A's limited legal capacity.

4. FTU’s Department of Education Management is a legal person.

False. Because it does not satisfy all the provisions in the Art 74 that:
(1) it doesn’t have independent property
(2) cannot participate in legal relations independently, but in the name of FTU and it is just a
department of FTU.

5. In the context of contract law, a bid (sự tra giá) at an auction (đấu giá) is an offer.
True. Because when someone in the auction placed the bid for the product, he/she was the offeror
to give a certain amount of money to buy such an item. The auction organizer was the offeree who
had the right to accept the offer or not by exercising the fall of the hammer.

6. In the context of entering into a contract, placing an advert in a newspaper with a price
attached or placing it on display inside a shop with a price attached constitutes a binding
offer to sell a unique item of furniture.
False. Because placing an advert in a newspaper with a price attached or placing it on display
inside a shop with a price attached is just an invitation to treat or a marketing strategy, it has no
clear expression as well as it is not binding. If someone wants to buy it, they have to make an offer
to the seller. (Article 386.1)

7. A quotation of price can be accepted so as to form a binding contract

False. A quote is not a binding contract. Under contract law, only offers are considered legally
binding and a quote is not an offer. That said, accepting a quote can create a legally binding bargain
under certain conditions.
A contract is established when the client accepts the quote, and both parties agree to the terms for
the services. In simple terms, a quote is a proposal, and it becomes a binding contract only when
both parties agree to the terms outlined in the quote.

8. Contractual agreements must be in writing or must be evidenced in writing.

False. Because there are 3 forms of contract and there have oral contracts and contracts by conducts
in which contractual agreements do not have to be in writing or be evidenced in writing. (Art 119)

9. The Canteen of FTU is a legal person.

False. Because it does not satisfy all the provisions in the Art 74 that:
(1) it doesn’t have independent property
(2) cannot participate in legal relations independently, but in the name of FTU and it is just a
department of FTU.

10. Mortgage of property is the security method which only applied for movable asset.
False. Mortgage is usually a method of creating security interest over immovable properties, and
its only in certain specified cases that it is coupled with a mortgage on movable properties thereon.
(Article 318)

11. Exchange wedding rings is not the legal event which rising the legal marriage relation
between the bride and groom.
True. Exchange wedding rings is only a part of the wedding ceremony, and it isn't a legal event.
The legal marriage relation between the bride and groom only when they have already obtained a
marriage certificate. (Art 9, The Law on Marriage and Family)

12. Civil legal capacity and civil act capacity of legal entities appears in the same time.
False.
The civil legal capacity appears since a person was born( commences at birth and terminate at
death- Art16.3)
The civil conduct capacity commences at the age of 18 and terminates at death (since a person has
enough ability to control the act). Civil transactions of a person who has lost the capacity for civil
acts must be established and performed by his or her legal representative. (Art 20)

13. The warehouse is the asset which not be used to collateral

False. In case of mortgage of a warehouse, the mortgagor may replace commodities in the
warehouse, but must strictly ensure the value of the warehouse commodities as agreed upon. (Art
320)
A warehouse can be used as collateral, the owner needs to ensure that the value of the goods
stored inside aligns with the agreed terms of the mortgage.

14. Limitation statues is the period which the law imposed.

True. Limitation statues is the period which means a time-limit provided by law where, upon its
expiry, a legal consequence arises as prescribed by law. (art 149.1). ví dụ: hạn thanh toán giá trị
hợp đồng thương mại.

15. April put an advertisement in the newspaper advertising the sale of her computer for
$500. Simultaneously, 6 people responded to the ad by mail with formal written acceptances.
April is bound on 6 contracts to sell her computer for $500.
False. First of all, advertisements are not formal offers, they are considered invitations to
negotiate. So no contract can exist based on an advertisement. Besides that, April's ad was
about one computer being sold. Even if the six people contact her and start negotiations, she
only needs to accept one offer. (385)

9. Acceptance can be effective regardless of a person’s knowledge of the offer, as long as they
have done the acts specified in the offer.
Fasle. Acceptance is NOT effective regardless of a person’s knowledge of the offer, as long as
they have done the acts specified in the offer. A person must be aware of the offer and be
responding to it – so that there is consensus ad idem (a meeting of the minds). (Acceptance is
usually only effective once it has been communicated to the offeror, but according to the postal
acceptance rule, acceptance by post is an exception)

10. FTU is a legal person.

True. Because it is legally organized, has an organizational structure with an executive body, has
property independent such as: equipment, facilities, name, building,.. and FTU participates
independently in legal relations in its own name. (Art 74)

12. Statue of limitation is imposed by court.

False. Statutes of limitation are laws passed by a legislative body. The court only have right to
apply provisions in term of limitation (art 149.2)

15. The “liberty” Vessel is a movable fungible asset.

False. It is movable but not fungible. It has its own name (sign to recognise-> distinctive) -> art
113.

16. The fact that a boy picked up a wrist watch is a legal event.
False. Legal event is the issue or outcome of a legal action or proceeding as finally determined.

17. The car is the asset which could not be collateral.

False. Collateral is an asset that a lender accepts as security for extending a loan. If you own your
car outright, you could use it as collateral. (A108)
18. Red .. Blue
False. A valid contract is an agreement, which is binding and forceable. However, Pink hasn’t
agreed yet and it’s simply Red’s suggestion.

19. Statue of limitation is imposed by court.

False. Statutes of limitation are laws passed by a legislative body. The court only have right to
apply provisions in term of limitation (art 149.2)

20. Believing that the number series of 9999 is good for your fate, you are buying a mobile
simcard number of xxxxxx-9999. The seller, initially agreeing so, but then changed his mind
and is replacing it with another number. Do you have to accept the replacement?
- The contract exists when offer+acceptance
Article 439. Liability in respect of delivery of objects of incorrect type (maybe not)
Article 113. Fungible objects and distinctive objects

21. You are renting a car to travel to the countryside. When returning the car to the leaser, you
are requested to either refill the car or to pay for the used amount of petroleum. Are you
obligated to do so?
Article 112. Consumable objects and non-consumable objects
1. A consumable object is an object which, after having been used once, loses or is not capable of
retaining its original characteristics, appearance and usage.
A consumable object may not be the object of a lease contract or of a lending contract.
You are not obligated to do so because petroleum is a consumable object but if there is a
prior agreement between you and the leaser that you will have to fill the petroleum or pay a
fee for the amount of petroleum used then you must fulfill those obligations to the leaser.
22. A360
2. IRAC model
2.1. Bài tập theo session
2.1.1. Session 10-11
Exercise 4: Born on 30/12/2005, B is leaving his hometown to start schooling at an university. To
settle down, B considers renting a room in an apartment near the campus and fortunately has found
a desirable place
a. Can B himself conclude a lease contract with the potential landlord?
I: Can B himself conclude a lease contract with the potential landlord?
(câu hỏi)
R: Article 21.4: Each person who is from fifteen to under eighteen years of age is entitled to
enter in and perform civil transactions by himself/herself, except for civil transactions related to
real estate, movables required registration and other civil transactions as prescribed by law that
are subject to the consent of his/her legal representative. (phân tích article)
Phân tích:
A1: Each person
A2: from fifteen to under eighteen years of age
A3: civil transactions not related to real estate (1), movables required registration (2) and other
civil transactions as prescribed by law that are subject to the consent of his/her legal
representative (3)
R1: is entitled to enter in (1) and perform (2) civil transactions by himself/herself
A:
A1: met (B is a person)
A2: met (B is 17 years 9 months 15 days)
A3: not met
⇨ R1 not applicable
C: B can’t conclude a lease contract with the potential landlord

b. After moving in, B buys some personal stuff, including lamps and hangers. Can B do the
shopping on his own?
I: After moving in, B buys some personal stuff, including lamps and hangers. Can B do the
shopping on his own?
R: Article 21.3: Each person who is from six to under eighteen years of age must have the
consent of his/her legal representative to enter in and perform civil transactions, except for civil
transactions which are performed for the purpose of meeting the needs of daily life suitable for
the age group.
Phân tích:
A1: Each person
A2: from six to under eighteen years of age
A3: civil transactions NOT performed for the purpose of meeting the needs of daily life (1)
suitable for the age group (2)
R: must have the consent of his/her legal representative to enter in and perform civil transactions
A:
A1: met
A2: met
A3: (1) met vì khi mua thì đã là hợp đồng với nhau rồi
(2) not met
R1: not applicable
C: B can do shopping on his own

Exercise ?:
Vì sao thích làm cho công ty trách nhiệm hữu hạn hơn là doanh nghiệp tư nhân?
- Công ty lớn hơn và đáng tin hơn
- Ct TNHH: an toàn hơn
 - DNTN: high risk, high return
CT TNHH:
● Lợi nhuận trước thuế (1 tỷ) Nộp thuế doanh nghiệp cho nhà nước (100 tr) => Lợi nhuận
sau thuế 900tr
● Nộp thuế cá nhân 10% trên 900 triệu => phải nộp 90 triệu => 900-90=810 triệu
Doanh nghiệp tư nhân:
● 900 triệu và không bị trừ thuế cá nhân

1. Family households (107 – 103)

2. Corporate groups (111-113)

Exercise 5:
a) I: Is FTU legal person?
R: Art.74.1
A:
A1: FTU is a university, it is a public educational organization, consisting multiple individuals
A2: FTU is established by the government
A3: Head of FTU: + Institute of Economics and International business
+ Faculties
+ Depts
A4: FTU has its own property: self-liable for its debts
A5: FTU has its own name: use its own name in civil relations
CONTRACT: party A (FTU) + legal representative = president

b) I: Is a sole proprietorship a legal person?

R: Art 74.1 Civil Code 2015
A:
A1: Sole proprietorship is an economical organization
A2: Sole proprietorship = legally formed (by the decision of the authority) under the
provisions of the Law on Enterprises
A3: Organizational structure
Owner, president, CEO => Sales and marketing; service, delivery; office manager
It is owned and operated by a single individual who has a final decision about strategy,
marketing and financial problems
A4: Independent property => No
- Owner enjoys the profit from the business
- In legal terms, business = the owner
=> No self-liability => Liability is limited to the owner’s assets (owner has to take
all the risks)
A5: Sole proprietorship can participates independently in some contracts in its own name
C: Sole proprietorship is not a legal person

c. I: Is a limited liability company a legal person?

R: Art 74.1 Civil Code 2015
A:
A1: Limited liability company is an economical organization
A2: Limited liability company = legally formed (by the decision of the authorty) under the
provisions of the Law on Enterprises
A3: Organization structure
Owner, president, CEO => Sales and marketing; service, delivery; office manager
It can be owned and operated by many individuals who have a final decision about strategy,
marketing and financial problems
A4: Independent property: self-liable for its debts
A5: Participate independently in legal relations in its own name
C: A limited liability company is a legal person

d. I: Is a joint stock company a legal person?

R: Art 74 Civil Code 2015
A:
A1: JSC is an economical organization
A2: Joint stock company = legally formed (by the decision of the authority)
A3: Organization structure
Owner, president, CEO => Sales and marketing; service, delivery; office manager
It is owned and operated by many individuals who have a final decision about strategy,
marketing and financial problems
A4: Independent property: self-liable for its debts
A5: Participate independently in legal relations in its own name
C: A joint stock company is a legal person

branch: Article 84
Ex6: An enterprise bears a debt of 10 billion VND while its assets total 1 billion VND.
– Determine the threshold of the enterprise’s liability?
– Do its owners have to cover its debt with their own private assets in the following cases?
• The enterprise is a sole proprietorship
• The enterprise is a limited liability company
• The enterprise is a joint stock company
Article 74
a. The threshold of the enterprise’s liability is 10 billion VND
b.
The enterprise is a sole proprietor:
Owners have to cover the debt 10bil VND by their own private assets
The enterprise is a limited liability company:
Owners don’t have to cover its debt by their own private assets = 1 bil VND
The enterprise is a joint stock company:
Owners don’t have to cover its debt by their own private assets = 1 bil VND
EX7: 1. You are buying a PC set at an electronics shop. Can the shop require you to pay extra
money for the screen, keyboard on the grounds that they do not accompany the PC?
Hints: Article 110, Civil Code 2015
I: Can the shop require you to pay extra money for the screen, keyboard?
R: Article 110, Civil Code 2015
A:
A1: a PC set
A2: can be used for many purposes: surf internet, play game, learn

=> Primary object

A3: screen supports displaying the image of the PC; keyboard helps typing
A4: Part of PC but do not accompany with the PC set
=> Auxiliary object
A5: You are buying a PC from an electronic shop so the shop has obligation to transfer the
auxiliary which is screen and keyboard
A6: I can deal with the shop to not buy screen, keyboard since I’ve already had them
C: The shop cannot require you to pay extra money for the screen, keyboard. But if a term is agreed
on just buying the PC set, I can just buy the PC set.

EX8. At the moment of dissolution, remaining assets of an enterprise comprise of:

– A 500m-VND automobile
– A 20m-VND set of computer
– A 10m-VND printer
– A table and a dozen of chairs of 20m-VND worth in total
a. How can you divide them equally among two owners of the enterprise?
b. What if either of the two owners insists on keeping the automobile for himself?
Hints: Article 111, Civil Code 2015
I: Can the remaining assets be divided equally among two owners of the enterprise??
R: Art 111.2, Civil Code 2015
A:
A1: object= an automobile, a set of computer, a printer, a table and a dozen of chairs
A2= after being divided, is not able to retain its original characteristics and usage: when physically
divided such objects, they cannot remain its original functions.
=> indivisible objects
A3= When an indivisible object needs to be divided= enterprise dissolves, two owners want to
divide their assets.
=> Because they are indivisible objects, they must be valued in money when it comes to
the division. In this case, the assets will be added by all value in money, and it equals
500m+20m+10m+20m and each will receive 275 m VND
C: The remaining assets can be divided as long as they must be valued in money.

b. If the remaining assets are to be divided equally, it means that each of the owners will receive
275m. So, if either of the owners insists on keeping the automobile for himself, that person should
pay 225m in money to the other owner who cannot keep the automobile for himself.

EX9. You are renting a car to travel to the countryside. When returning the car to the leaser,
you are requested to either refill the car or to pay for the used amount of petrol. Are you obligated
to do so?
Hint: Article 112, Civil Code 2015
I: Are you obligated to either refill the car or to pay for the used amount of petroleum?
R: Art 112 Civil Code 2015
A:
Art 112.2:
+ A1: A car
+A2: after using many times, car still remains its original characteristics, appearance and
usage
=> A non-consumable object
Art 112.1:
+A1: Petroleum
+A2: Petroleum is is the fuel used to operate the car, which will be consumed, converted into
energy when the car is running
=> A consumable object
=> Consumable may not be the object of a lease contract or of a lending contract
C: You are not obligated to do so because petroleum is a consumable object but if there is a
prior agreement between you and the leaser that you will have to fill the petroleum or pay a
fee for the amount of petroleum used then you must fulfill those obligations to the leaser.

2.1.2. Session 12
EX4: Anh by accident found a dropped Iphone in the university campus.
a) Can she possess it legally?
Hints: Art.s 165 → 230.1 → 180-181
I: Can Anh possess the iphone legally?
R: Art 165.1d, 230.1
A:
Art 165.1.d
- A1:a person = Anh
- A2: the property with unidentified owner, which has been let drop in the ground = the Iphone
dropped in the university campus
- A3: in accordance with this Code and/or relevant laws => Possession with legal basis

Art 230.1
A1: A person =Anh
A2: an object which another person has lost or mislaid= the dropped Iphone
A3: If the finder is not aware of the address of the person having lost or mislaid the object: Anh
does not know who is the owner because Anh found it by accident in the university campus =>
Anh must inform or deliver the object to the people's committee or police station of the nearest
commune
If Anh does not inform or deliver the object to the people's committee or police station of the
nearest commune and possesses it illegally -> A3 of Art 165.1d is unsatisfied

Art 181
A1= possession= Anh possesses the dropped Iphone
A2= the possessor knew or should have known that he/she has no right to the property under
his/her possession = Anh knows he has no right over the possession
=> Possession not in good faith

C: Anh cannot possess the iphone legally, can only in the case:
Anh must inform or deliver the object to the people's committee or police station of the
nearest commune or a competent authority to find the real owner of that phone.

b) Can she own it legally? And in which situation?

Hints: Art. 230.2
I: Can Anh own the dropped phone she found accidentally at the university campus legally?
And in which situation??
R: Art 230.2.a Civil Code 2015
A:
C: Anh can legally own the dropped Iphone she found accidentally if Anh had informed or
delivered the object to the people's committee or police station of the nearest commune or a
competent authority and after one year from the date of the public announcement of the dropped
Iphone, its owner is still not able to be identified or its owner does not claim the object and the
value of the phone is up to ten-month salary base.

c) If she keeps silent on her discovery, can she ever own the phone?
Hints: Art. 230.2
R: Art 230.1 Civil code 2015
A:
A1= Anh
A2= the dropped Iphone
A3= Anh did not know the owner of the phone
R: Anh must inform or deliver the phone to the people's committee or police station of the nearest
commune in order that a public announcement may be made notifying the owner to reclaim the
dropped Iphone.
C: Anh cannot keep silence on her discovery because it is illegal (the person who picks up the
property is forced to know that the property is not his/her own, but deliberately fails to return it to
the owner or fails to hand it over to a responsible agency and sells it to another person as having
committed an illegal act of illegal possession of property).

Exercise 5 As a professional diver, Bach frequently spots sunken items at the seabed. Is he
entitled to keep them for himself?
I: Is Back entitled to keep the items for himself?
R: Art 165.1d, 229, 181
A:
Art 165.1d
- A1=A person = Bach
- A2=The property with unidentified owner, which has been let drop on the ground, left over
out of inadvertence, buried or sunken =sunken items at the seabed
A3= In accordance with this Code and/or relevant laws
=> Possession with legal basis
Art 229
A1:A person =Bach
A2:an object which is sunken = sunken items at the seabed
A3:if the owner is not able to be identified= Bach doesn’t know who is the owner
A4: in accordance with regulations of law.
=> He must inform or deliver the object to the people's committee or police station of
the nearest commune or a competent authority
=> C: Bach is not entitled to keep the sunken items for himself

In the event of Bach doesn’t inform and keep the items for himself, his act is illegal => A3 of
Art 165.1d is unsatisfied

Art 181
A1= possession= Bach possesses the sunken items
A2= the possessor knew or should have known that he/she has no right to the property under
his/her possession = Bach knows he has no right over the possession
=> Possession not in good faith

C: Bach is not entitled to keep the sunken items for himself

2.1.3. Session 13
1. A and B are co-tenants. In Total, they have to pay the rental fee of 5 million VND/month.
a. Can the landlady require either of them to pay the whole sum of 5 million VND?
I: Can the landlady require either A or B to pay the whole sum of 5 millions VND?
R: Art 287 and Art 288.1
A:
+When the co-tenants have their own agreement on separate share in the sum
Art 287
A1: A&B
A2: jointly rent the house from the landlady
A3: Each A and each B
A4: each own agreement on separate share in the sum
=> separate civil obligation
->Each A and each B must pay his own share in the sum
+When the co-tenants do not have their agreement on separate share in the sum
Art 288.1
A1: A&B
A2: jointly rent the house from the landlady & they agree on the joint share in the sum
A3: C
=> joint civil obligation
=> A or B can pay the whole some on behalf of each other
C: The landlady can demand either A or B to pay the full 5 million VND if there's no separate
agreement on the rental fee distribution (Art 288.1). However, if A and B have a separate
agreement (Art 287), each is responsible for their own share, and the landlady cannot require one
to cover the other's portion.

b. Assuming that the landlady succeeds in requiring A to pay for B, can A require B to pay his
portion?
R: Art 288.2 Civil Code 2015
Art 275.3
A:
Case 1: If there was an agreement btw A&B on the equal payment for the rent so when A had
already paid on the behalf of B, A can require B to pay his portion back to A.
Case 2: But in case of there being no agreement between them beforehand and A pay the rent on
his own without any notification to B-> the act of A is unilateral legal act and unauthorized
performance of act-> A may bear the whole responsibility for the payment and A cannot require
B to pay his portion. (275, 574, 576)
C: A can require in case 1 but A cannot require in case 2

c. Can the landlady require A and B to pay the rent (of 60 m VND) for one year at a time?
Hints: Art.s 287-291
R: Art 280.1
Art 290.2 Civil code 2015
A:
Art 280.1
A: A&B have to pay for the rent to the landlady
=> A&B must pay in full, strictly on time, at the place and by the method as agreed.
Art 290.2
A1: A&B
A2: unless otherwise agreed
A1 met-> A&B may perform pay the rent in stages
If A2 is met, which means that they agree the other method to pay the rent -> apply Art 280.1 to
make payment by the method as agreed.
C: The landlady can require A&B pay the whole sum for a year rental if the lease contract
prescribes.

2.1.4. Session 14
EX1: - Offer or not?
1. displayed items with price tags, menus, ads, price quotation (báo giá)
-> not an offer: ko thỏa mãn clear expression và cũng ko có bound
-> it is an invitation to treat (invitation to offer): because if someone wants to buy it, they have
to make an offer to the seller
-> mục đích cửa hàng bày món đồ để lôi kéo khách vào mua hàng, đưa ra lời mời khách hàng
đưa ra lời đề nghị (invitation to treat): nếu khách hàng offer, cửa hàng có quyền accept hoặc
reject (do hết hàng...)
-> thủ thuật marketing
-> nếu trong trường hợp coi bày hàng là offer, người vào muốn mua thành accept -> đã có
hợp đồng. Mà trong kho hết hàng ko bán được thì người bán bị coi là vi phạm hợp đồng: nên
các nhà làm luật ko coi việc bày bán hàng là đề nghị giao kết hợp đồng, để bảo vệ người bán
2. auction
-> một người bán, nhiều người mua: người bán chọn người mua nào trả giá cao nhất (độc
quyền bán, người mua cạnh tranh: cầu> cung, giá tăng có lợi cho người bán)
-> món đồ quý hiếm sẽ nhiều người muốn mua, đấu giá
-> người tổ chức đấu giá ko phải offer mà người trả giá mới là người đề nghị giao kết hợp
đồng
3. tender (a formal offer to supply goods or do work at a stated price): đấu thầu
-> một người mua, nhiều người bán tiềm năng: để chọn ra người bán cuối cùng (cung> cầu
nên giá giảm có lợi cho người mua)
-> e.g. ftu muốn sửa trường, mở thầu cho nhiều cty xây dựng tham gia, điều kiện như nhau
nhưng giá càng thấp sẽ càng có khả năng -> offer
EX3. The conversation

-> The statement constitutes an offer: 2 offers:

1. “I’ll give you $18000 for it”
 2. “the highest I can go is $19000”
-> invitation to treat:
1. “I’d like to sell... interested?” -> no clear vì ko có giá
2. That’s not enough. I want $20000
-> The statement constitutes an acceptance: “That’s Okay”

- I: Is there a contract? (có offer và acceptance hay không)

- R: Art 386.1, 393.1, 392 Civil Code 2015
- Application:
s1->s5 là 5 statements:
S2+S4
+ clear expression: price + intention to buy
+ offeror X, offeree: A
S3: reject + new offer (modification)
+ clear expression: price + intention to sale
+ offeror: A, offeree: X
S4: reject + modification creates new offer
S5 “that’s okay” nhưng có câu sau -> thêm addition thì theo 392: reject + new offer
- Conclusion: there is no contract
- Bob shouldn’t be obliged to sell his Rolls to Allan because he is an offeree and didn’t
accepted Allan’s offer yet.
- It would make a difference if Bob’s letter had stated “I am... mil”. Because in that case, Bob
accepted Allan’s offer; therefore, he&Allan would enter a sale contract and he would be
obliged to sell his car to Allan.
-> The statement constitutes an offer: “Will you sell me your Rolls-Royce... prices.”

EX 7: A and B are spouses and land co-owners. A contract has been established with C for
selling their land patch for 1 billion VND.
Can C claim for the land patch in the following cases?
a. B has no idea about the contract.
- R: art 117.1.b civil code 2015
- Application:
+ A: A civil transaction = transaction between A, B & C
+ A1: Participants in the transaction = A, B (land co-owners) & C (buyer)
+ A2: act entirely voluntarily -> this assumption is not met because B does not know about the
contract -> B do not act voluntarily
+ R: shall be effective
-> assumption is not met, the regulation will not be applied
- C: C cannot claim for the land patch.
c. The contract contains the fake price of 0.5 billion VND to avoid taxation.
- R: art 117.1.c civil code 2015 & art. 200.1.c criminal code 2015
- Application:
• art. 200.1.c criminal code 2015
+ A1: Failing to issue invoices when selling goods or services or recording the value on the
sale invoice lower than the actual payment value of the sold goods or services = The contract
contains the fake price of 0.5 billion VND
+ Regulation: shall be subject to a fine of between VND 100,000,000 and 500,000,000 or a prison
term of between 3 months and 2 years
-> assumption is met, regulation will be applied.
-> avoiding taxation is against the law and will be punished by the law
• art 117.1.c civil code 2015
+ A: a civil transaction = transaction between A, B & C
+ A1: The purpose and contents of the transaction = to avoid taxation
+ A2: are not contrary to the law and/or social ethics -> this assumption is not met because avoiding
taxation is contrary to the law
+ R: shall be effective
-> assumption is not met, the regulation will not be applied
- C: C cannot claim the land patch.
-> nếu đồng ý hợp đồng giả với nhau, thực hiện đúng thì không có gì xảy ra
-> nếu kiện ra tòa thì tòa tuyên bố hợp đồng mức giá 0.5 tỷ vô hiệu vì vi phạm nguyên tắc fidelity,
chỉ có hợp đồng giá 1 tỷ là có hiệu lực.

d. Parties put the contract by words of mouth only.

- R: art 117.1 civil code 2015
- Application:
+ A: A civil transaction = the contract between A, B &C
+ A: satisfies all of the following conditions:
+ A1: Participants in the transaction have legal personality and/or legal capacity in conformity
with such transaction
o 1st scenario: A, B & C do not meet this assumption
-> this assumption is not met, regulation will not be applied

e. Due to some landslide, the land patch has disappeared after the contract conclusion.
+ R: art. 117, 445 civil code 2015
+ Application:
*** art. 117 civil code 2015: similar to part d, only if all of the assumptions are met, the
contract between A, B&C shall be effective
+ Conclusion: C can claim for the land patch
+ Addition
*** art. 445 civil code 2015
o A1: after having purchased an object = after the contract conclusion
o A2: a purchaser = C
o A3: discovers defects which cause the object to lose its value or diminish its utility
value = the disappear of the land patch due to
o A4: the purchaser = C
o A5: unless otherwise agreed.
1st scenario: if 2 parties have agreed in advance that after the conclusion of the
contract, A&B will no longer be responsible for any defects of the land patch
-> regulation cannot be applied
2nd scenario: if no otherwise agreed
-> assumptions are met, regulation will be applied
o R: must notify the seller immediately of such defects and has the right to require the seller to
repair or replace the defective object with another object, to reduce its price and to compensate for
damage, unless otherwise agreed.

A385: ai offerer, có phải offer ko

A390: đến sau

A393.2
lúc đầu: ko phải offer
câu sửa: offer
A386

A418-419.2 = 4000x3 + 1500