Party autonomy in Vietnam – the new choice of law rules for international contracts in the civil code 2015

Abstract

In an effort to reform the country’s laws, on 24 November 2015 the Vietnamese Congress passed a new Civil Code, Civil Code 2015, which took effect on 1 January 2017. The new article on the choice of law rules for contract, Article 683, included many significant improvements relating to the principle of party autonomy in international contracts. This paper analyses these developments in the light of EU law and the Hague Principles on Choice of Law in International Commercial Contracts. The explicit recognition of the right of parties to choose the law applicable to their contracts, the widening of the scope of the chosen laws and the new provisions protecting weaker parties, among a number of other changes, have revealed how Vietnamese private international law is moving towards modern norms. Nevertheless, many aspects of the new rules could be improved. The paper therefore suggests potential detailed interpretations of the existing rules, such as the rules on formal validity of contracts and changing the applicable law. In addition, it recommends the codification of new conflict rules on the modality of choice and multiple choice of laws for a single contract.