The 2015 Civil Code (effective 1 January 2017) replaced the 2005 Civil Code and brought changes that many contract drafters have still not folded into their boilerplate. The five shifts below deserve a rereading if you are still using pre-2017 templates.
1. Acceptance by silence
Article 393 of the 2015 Code allows silence to constitute acceptance where the parties have so agreed, or where it follows the usage between them. The 2005 Code did not recognise this. The practical consequence: in long-running relationships (agencies, recurring supply), a clause stating "silence shall constitute acceptance of any new offer" is now enforceable — under the 2005 Code it could be struck down.
2. Liquidated damages alongside actual damages
Article 418 confirms that contractual penalty and damages may be claimed together if the contract so provides. Some pre-2017 courts treated a penalty clause as substituting damages. The position is now clear: penalty plus damages, both, as long as the clause says so.
3. Hardship doctrine
For the first time, Article 420 codifies a hardship doctrine — the affected party may demand renegotiation or termination when circumstances change fundamentally (war, raw-material price moves above 30%, pandemic). It is a powerful tool — though Vietnamese courts have remained cautious in applying it.
A well-drafted contract does not only allocate risk — it also tells the parties what to do when risk exceeds the contracted envelope.
4. IP scope in employment relationships
Article 738 of the 2015 Code makes clear that IP arising during employment vests in the employer by default — a reversal of the 2005 default. Employment contracts now need a clear IP clause even for purely internal creative staff.
5. Partial invalidity and severability
Article 130 allows a court to invalidate a single clause while preserving the rest of the contract — "severability" finally has teeth. Before 2017, one void clause could pull down the whole contract if the offending term was not severable.
Recommendation: if your contract templates were drafted before 2017, schedule a full review. The five points above are not exhaustive — they are simply the shifts most likely to break old assumptions.
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