1. What is an economic contract dispute?

Economic contract disputes, also known as commercial contract disputes, refer to disagreements between parties involved in contractual relationships, related to the performance or non-performance of rights and obligations under an economic contract previously established by both parties.

2. Common types of economic contract disputes

Economic contract disputes often arise from a party's breach. Each type of transaction has its own specifics, leading to contract disputes that are characteristic of that contract type, as follow:

• Disputes over signing authority;
• Disputes over misleading terms;
• Disputes over payment;
• Disputes over quantity and volume;
• Disputes over quality;
• Disputes over deadlines;
• Disputes over the timing of risk transfer;
• Disputes over warranty;
• Disputes over force majeure/fundamental change of circumstances;
• Disputes over breach penalties;
• Disputes over compensation for damages;
• Disputes over unilateral termination of the contract;
• Disputes over dispute resolution.

3. Characteristics of economic contract disputes

Firstly, the primary subjects of economic disputes are traders. Economic relationships can be established between traders or between traders and non-traders. A dispute is considered economic dispute if at least one party is a trader. Additionally, there are also cases in other sectors such as production, distribution, services, and other fields.

Secondly, economic disputes arise from breaches of contract or  violations of law. In many cases, economic disputes stem from parties' contractual violations and infringement of each other's interests, however some violations may infringe upon the interests of the parties without leading to a dispute. The content of an economic disputes involves conflicts over the rights, obligations, and interests of parties engaged in economic activities. Since economic relationships are essentially property-based relationships,  the dispute content often directly relates to the economic interests of the parties.

4. Knowledge and skills in resolving economic contract disputes

Lawyers provide specialized services with complex tasks. Therefore, to resolve economic contract disputes, a lawyer must have solid expertise and extensive legal knowledge in various fields, which enables them to address complex legal issues effectively and provide the best solutions for clients.

Here are some experiences of lawyers in resolving economic contract disputes:

a. Civil law knowledge

Civil law is an independent branch within Vietnamese legal system. It is a broad and important field that governs social relationships related to many other aspects. Mastering civil law principles and regulations is essential for all lawyers. A strong foundation in civil law is crucial for a lawyer's practice, ensuring the handling of disputes and resolving legal issues in social relationships.

b. Commercial law knowledge

As mentioned above, economic contract disputes are also known as commercial contract disputes, requiring lawyers to have knowledge of commercial law. Commercial law is foundational area of law that enables lawyers to perform their duties effectively.

Commercial law is a system of legal norms issued or recognized by the state, regulating social relationships that arise during the organization and conduct of commercial activities.

Key aspects of commercial law include:

• The primary subjects of commercial law are economic/commercial transactions (transactions of individuals and organizations for profit);
• The primary subjects of commercial law are traders;
• The method of commercial law reflects the state's intervention and regulation of commercial activities to varying degrees;

The Commercial Law 2005 defines commercial activities specifically as “activities for profit, including buying and selling goods, providing services, investing, promoting trade, and other profit-making activities”.

In essence, commercial behavior is a type of civil behavior. The relationship between civil and commercial behavior should be considered for differentiation. Additionally, commercial behavior can be classified based on subjects and purposes, objects, and fields in which the commercial behavior arises (such as trade in goods, trade in services, investment, intellectual property, etc.). A wide range of commercial law knowledge is essential for resolving economic contract disputes.

c. Knowledge of the field in dispute

Specialized knowledge of the field in dispute refers to the specific expertise applicable to a particular industry or field. Having specialized knowledge in the disputed field helps a lawyer perform their work accurately, efficiently, and professionally. Deep knowledge of a specific field aids in making accurate decisions and protecting clients' rights and interests in disputes.

For example, a lawyer with extensive knowledge of disputes related to the scale of goods can quickly and effectively understand, analyze, and synthesize the specific issues of this dispute type. They can thoroughly leverage evidence beneficial to the client, assist in evidence collection to resolve disputes, conflicts, and propose suitable solutions, and apply specific lawyer skills during dispute resolution...

5. Lawyer with experience in resolving Economic contract disputes

a. Negotiation

Negotiation involves the disputing parties discussing, arranging and resolving disagreements to eliminate the dispute without third-party assistance or judgment.

In this stage, the lawyer specializing in economic contract dispute can represent the client in negotiationwith the disputing partner. Simultaneously, the lawyer will consider the benefits and risks to propose a negotiation strategy that aligns with the client's initial wishes. Once a negotiation strategy is agreed upon, the lawyer will clearly present the client's proposal to the partner.

The lawyer will also analyze the benefits and difficulties when disputes arise assessing the proposed benefits to ensure a balance of interests  both parties, thereby  achieving negotiation results.

Advantages of resolving economic contract disputes through negotiation: Negotiation is a simple, quick method that preserves the  cooperative relationship between the parties. By this method, disputing parties achieve their goals without confrontation, maintaining their cooperation; the parties preserve their business secrets and reputations, and because it stems from the voluntary goodwill of the parties, the agreed-upon resolution is more likely to be seriously implemented.

b. Mediation

Mediation involves a third-party mediator who assists and persuades the disputing parties to find solutions to eliminate disputes.

Economic contract disputes are resolved through mediation with the presence of a third-party (chosen by the disputing parties) as a mediator to help the parties find optimal solutions to eliminate disputes.

Similar to negotiation, lawyers can act as a representative,, analyze risks, and potential consequences of disputes, and propose solutions to clients and partners.

The avantages of this method are similar to those of resolving disputes through negotiation, as mentioned above.

c. Court litigation

Court litigation involves resolving economic disputes through judicial agencies acting on behalf of state authority, following strict, rigorous procedures. Court judgments are enforced by the state's coercive power.

Courts only resolve commercial disputes when requested by disputing parties and when such disputes fall under the court's jurisdiction. Court judgments, in the form of verdicts and decisions, are made on behalf of the state. In this stage, lawyers specializing in commercial contract disputes will assist clients by:

• Evaluating the entire case file;
• Identifying and determine dispute types;
• Advising clients on relevant legal regulations;
• Advising on collecting files and evidence;
• Determining the court's jurisdiction over the dispute;
• Applying substantive law to resolve disputes;
• Advising on the dispute resolution procedure;
• Preparing necessary documents;
• Advising on dispute resolution plans.

Advantages of resolving economic contract disputes through the courts: Courts resolve disputes on behalf of the state, ensuring that court judgments are enforced by the competent enforcement agency, and providing accurate, fair, and in accordance with the law, as it can proceed through multiple levels of adjudication.

d. Commercial arbitration

Commercial Arbitration involves resolving disputes through arbitrators acting as independent third parties, with the goal of ending conflicts by issuing binding arbitral awards that the parties are obligated to respect and implement.

When resolving disputes through commercial arbitration, the arbitrator only resolve commercial disputes when requested by disputing parties and when such disputes fall within the arbitrator's jurisdiction. Similar to court litigation, lawyers specializing in contract disputes in commercial arbitration will assist clients to ensure their legal rights and interests are protected during  this process.

Advantages of resolving economic contract disputes through commercial arbitration: Arbitration procedures are simple and quick, allowing parties to control the time and location of dispute resolution without multiple levels of adjudication (arbitral awards are enforceable immediately). Appointing arbitrators and establishing arbitration panels enable parties to choose skilled, experienced arbitrators with expertise in the disputed issues. Arbitration principles ensure non-public hearings, maintaining business reputations. Arbitration acts on behalf of the parties’will, not on behalf of the State, making it particularly suitable for resolving with foreign elements.

6. Lawyer with experience in preparing lawsuit files for Economic contract disputes

When a dispute arises and the parties are unable to negotiate or mediate, forcing one party to file a lawsuit to request the court to protect their legal rights and interests, at this stage, lawyers specializing in contract disputes in commercial need to:

Determining the lawsuit request and the legal relationship in dispute: It is crucial to determine the lawsuit request and the scope of the lawsuit when resolving disputes.

Evaluate and determine the validity of the sales contract: Commercial Law 2005 does not specify the detailed conditions for the validity of commercial contracts, lawyers assessing the validity of a sales contract must consider both the fundamental provisions of Chapter 2 of Commercial Law and the regulations concerning the validity of civil transactions outlined in the Civil Code, and the specific type of sales contract based on certain basic criteria:

• Contract form: Is the written contract compliant with Article 24 of Commercial Law 2005?
• Contracting parties: Is the person signing the contract the legal representative of the company? Does the business operation fall within the company's business scope?
• The contract content and purpose of entering into the sales contract does not violate laws or social ethics.
• Voluntary contract signing principle: It must be ensured the sales contract is signed voluntarily, based on the will and actual needs of the parties without any coercion, threats, or deception.

Right to file a lawsuit: The essence of economic/commercial contract disputes arises from non-performance or incorrect performance of the agreed-upon commercial contract. Therefore, lawyers need to discuss and clarify with the company's representative the grounds for filing a lawsuit based on the legal rights and interests of the enterprise they are protecting.

In this case, the seller has the obligation to deliver the goods, whilethe buyer has the obligation to make payment. If the seller has fulfilled the delivery obligation as agreed (this should be clarified with delivery and receipt records from the buyer), but the buyer does not make payment, it constitutes a contract violation, that infringes on the legal rights and interests of the seller. Thus, the seller has grounds to file a lawsuit to request the buyer to pay the principal debt and the interest arising from late payment, as agreed in the contract and by law.

Considering the ability to provide documents and evidence proving the lawsuit request: Pay attention to documents and evidence proving the buyer's payment obligation, including the contract and documents related to the contract's performance to demonstrate the buyer's failure to meet the overdue obligations.

Lawsuit filing period: Discuss with the client to determine the lawsuit filing period and advise the client on the legal consequences if the lawsuit period expires.

To determine whether the lawsuit filing period for the sales contract is still valid, one must refer to the provisions of Commercial Law 2005. Article 319 of Commercial Law 2005 stipulates that the limitation period for filing lawsuits for commercial disputes is 02 years from the time the legal rights and interests are infringed (except as specified in Point e, Clause 1, Article 237 of Commercial Law 2005).

Note: The provisions on the application of the limitation period in litigation (Article 184 of Civil Procedure Code 2015).

Determining the conditions for the court acceptance of the lawsuit request

Jurisdiction: When resolving a dispute, lawyers need to check whether the parties have agreed to resolve disputes through arbitration to determine the competent authority.

Identifying the correct legal standing of the plaintiff: In this case, both the seller and the buyer are companies with legal status engaged in a direct sales relationship. Therefore, the seller has the legal standing to file a lawsuit based on the sales contract and the buyer's contract violation.

Lawsuit petition drafting skills: Points to note when drafting a lawsuit petition:

• The lawsuit must specify the dispute the amount the buyer is required to pay, as the dispute value forms the basis for the court to calculate the advance court fees.
• Regarding the lawsuit petitioner: The disputing parties in commercial transactions are usually business entities with legal status. In practice, when drafting the petition, lawyers should advise that the legal representative of the company signs the petition unless there is a power of attorney.
• When drafting the lawsuit petition, it is essential to summarize the dispute content concisely so that the court can initially identify the lawsuit. Additionally, it is important to provide and supplement the plaintiff, defendant, and related parties' information to ensure they receive court notifications and documents, enabling them to participate in the litigation process to protect their rights and obligations. This approach also helps avoid prolonging the lawsuit resolution time.

Preparing documents and evidence attached to the lawsuit petition skills: Advise and assist clients in preparing essential documents and evidence to comprehensively present the dispute content, meet the lawsuit conditions, and prove the lawsuit request. Specifically:

• Documents on the legal status of the parties;
• Documents on contract formation;
• Documents on contract performance;
• Documents related to violations.

These documents can be submitted with the lawsuit petition in a catalog.