COURSE MATERIALS

LAW OF CONTRACT

SEMESTER I
ACADEMIC YEAR 2024 – 2025
(Internal circulation)
 TABLE OF CONTENTS

Contents Page

PART 1: COURSE OUTLINES 1

PART 2: REVIEW AND GUIDANCE QUESTIONS 2
PART 3: READING LIST 10
 COURSE MATERIALS
LAW OF CONTRACT
SEMESTER I
ACADEMIC YEAR 2024 – 2025
-------------------
PART I: COURSE OUTLINES

1. Module: Law of Contract

2. Credit: 2 credit points (including 20 lecturing hours and 10 tutorial hours)
3. Course Objectives:
• To familiarize students with legal language and concepts in the area of contract law.
• To increase students’ understandings of contract law (in the US and in Vietnam); and
how it functions.
• To expose student to legal reasoning and develop his/her ability to apply legal concepts.
• To encourage student to engage in critical thinking of the legal implications.
4. Teaching methods:
• Lecturing
• Case study
• Working in groups
5. Assessments:
• Quizzes: 20%
• Project work and presentation: 30%
• Final exam: 50%
6. Course outline: See slides

1
 PART 2: REVIEW AND GUIDANCE QUESTIONS

A. Review questions
1. Analyze sources of contract law in the US.
2. Compare and contrast sources of contract law in the US and in Vietnam.
3. Apply US law, discuss the criteria for classification of contract. Give one
example of each type of contracts.
4. In what circumstances contracts are unenforceable under US law, are there any
differences between US law and Vietnamese law with respect to the concept
of “unenforceable contract”?
5. What is the objective theory of contracts?
6. What are the four essential elements for a valid contract?
7. What is the difference between an express and implied contracts?
8. How to determine whether the parties to an agreement intend to create a legal
relation under US law? Is the concept of “intention to create a legal relation”
available under Vietnamese law?
9. Explain how an invitation to treat is different from an offer under US law, does
Vietnamese law distinguish between offer and invitation to treat?
10. List and explain the basic elements necessary for an effective offer under US
law? Under what circumstances is an offer irrevocable?
11. Which provisions that an online offer should inclide at a minimum?
12. When an offer can be terminated? Explain and give examples.
13. What elements are necessary for an effective acceptance?
14. Does silence constitute acceptance? Explain.
15. Applying US law, what does “consideration” means? Explain the rules relating
to “consideration” as an essential element of a valid contract.
16. Identify situations in which consideration is not valid.
17. What are some examples of contracts that lack consideration?
18. How contracts with minors are classified under US Law?
19. Define and describe the infancy doctrine.

2
20. Define legal insanity and explain how it can affect contractual capacity.
21. Explain how intoxication may affect contractual capacity.
22. Identify illegal contracts that are contrary to statutes and those that violate
public policy.
23. How does Vietnamese law deal with contracts with minors?
24. Compare and contrast the way in which US law and Vietnamese law govern
contracts to which one party is a minor?
25. Compare and contrast the validity of contract based on capacity element under
US law and under Vietnamese law.
26. Applying US law, discuss with examples the differences between condition
terms and warranty terms.
27. Discuss the differences between express terms and implied terms under US
law. Provide examples of each type.
28. Explain how contract become voidable due to lacking of genuine consent
under US law.
29. What is the difference between a unilateral and a bilateral mistake?
30. Explain how mutual mistake of fact excuses performance.
31. List and describe the various types of fraud.
32. What are the elements of fraudulent misrepresentation?
33. Define the equitable doctrine of undue influence.
34. What is the essential feature of undue influence?
35. Compare and contrast (with examples) different types of misrepresentation.
36. What are the differences between void contract and unenforceable contract
under US law? Provide examples.
37. Compare and contrast void contract under Vietnamese law and US law.
38. Compare and contrast unenforceability contract under Vietnamese law and US
law.
39. Applying US law to define what statute of frauds means? Are there any
exceptions? Provide example.
40. List and explain the ways that a contract may be discharged by agreement
under US law?
41. Compare and contrast different types of damages under US law. Giving
example.

3
42. What does liquidated damages mean under US law? What are required for
liquidated damages to be awarded by the court?
43. Is liquidated damages available or similar concept in Vietnam?
44. Under what circumstances can a court make an order for specific performance
under US law? Why is the court usually reluctant to make this order?
45. Applying US law, explain equitable remedy of rescission and the
circumstances in which it will be granted.
46. Are there equitable remedies available under Vietnamese law?
47. Applying Vietnamese law to discuss the difference between a civil contract
and a commercial contract?
48. Discuss the rules provided in the Vietnam Civil Code to determine the point
of time on which a civil contract is entered into.
49. Is the concept of express terms and implied terms available under Vietnamese
law? If yes, please provide example.
50. Does Vietnamese law distinguish between void contract and unenforceable
contract? Compare with that in U.S law.
51. What are the differences between US law and Vietnamese law with respect to
elements of a valid contract?
52. Discuss the differences between the Vietnam Civil Code 2005 and the Vietnam
Civil Code 2015 with respect to the form of contract?
53. What are the consequences of a contract that is not in the form required by
Vietnamese law?
54. Is there any difference between US law and Vietnamese law in connection
with forms of contract?
55. How contract performance is classified under US law?
56. What is substantial performance?
57. In what situations will a court discharge a contract based on impossibility of
performance?
58. How contract performance is classified under Vietnamese law?
59. How is breach of contract defined under US law?
60. How is breach of contract defined under Vietnamese law?
61. What does repudiatory breach mean under US law? Is this concept available
in Vietnam?
62. Describe fundamental/substantial breach. Is this concept different under US
law and Vietnamese law?
63. Discuss remedies available to non-breaching party under US law. Provide
examples.
4
 64. What remedy is available if a court imposes a quasi contract?
65. Describe the monetary damages that can be awarded when there is a breach of
contract.
66. Define compensatory damages and describe when they can be awarded.
67. Explain mitigation of damages and describe when this is required.
68. Define liquidated damages and describe when they are awarded.
69. Describe rescission of a contract and they payment of restitution.
70. Discuss remedies available to non-breaching party under the Vietnam Civil
Code. Provide examples.
71. Discuss remedies available to non-breaching party under the Vietnam
Commercial Law. Provide examples.
72. Discuss the relationship between different types of remedies for breach of a
commercial contract in Vietnam. Would your answer be different if there is a
breach of a civil contract?

B. Proplem solving questions

1. Wilbur, who has had difficulty making up his mind for most of his 29 years,
was sitting around on Sunday with some of his friends. At one point, he says,
"I'm going to try to sell my car, and if I get an offer close to $9,000 I'm going
to take it." Andy, one of the friends, thinks to himself that this might be a good
deal. The following events occur later that same week:

Monday: Wilbur arranges with the local newspaper for an advertisement to run
beginning on Saturday which will say, "1999 Honda Prelude, excellent, 1st
$8,000 takes it. See it at 1902 Maple Street."

Thursday: Andy delivers a note to Wilbur, which Wilbur reads later on

Thursdays. The note says, "I'll take your car for $9,000" and is signed by Andy.

Friday: Wilbur thinks he may have under-priced the car and calls the paper to
cancel. It is too late to make changes for Saturday so the ad runs. A new ad
will start Sunday that does not mention a price but he expects that the car
should bring close to $10,000.

Saturday: Bob shows up with $8,000 in hand to buy the car. Wilbur refuses to
sell the car to Bob.
5
 Andy and Bob each separately sue Wilbur wanting to force him to sell the car
claiming that a contract has been formed. Apply US law, discuss separately
each case and how it might come out, including the arguments the parties
would most likely raise. Would your answer be different if Vietnamese law
applies?

2. Vivian Tran offers to buy a house owned by Mike and Lucy Smith (Smith) for
$280,000. In the offer, Tran also offered to purchase individual properties -
paving stones and fire barriers worth a total of US$100 from Smith. When
Smith received Tran's offer, Smith changed some of Tran's offers, including
excluding paving stones and fire barriers. When Tran received Smith's offer to
enter into a new contract, Tran accepted Smith's changes, with the exception
of the change involving the removal of paving stones and the fire barrier. Smith
then informed Tran of their withdrawal because Tran had not yet fully accepted
the terms of Smith's new contract offer. That same day, Smith signed a contract
to sell the house to another party for $295,000. Tran sued Smith, requesting
the performance of the contract. In this situation, between Tran and Smith, is
there a contract of sale that binds the parties under US law? Explain. Would
the result be different under Vietnamese law?

3. For six years, Lee Marvin, an actor, lived with Michelle Marvin. They were
not married. At the end of six years, Lee Marvin compelled Michelle Marvin
to leave his household. He continued to support her for another year but
thereafter refused to provide further support. During their time together, Lee
Marvin earned substantial income and acquired property, including motion-
picture rights worth more than $1 million. Michelle Marvin brought an action
again Lee Marvin, alleging that an implied-in-fact contract existed between
them and that she was entitled to half of the property that they have acquired
while living together. She claimed that she had given up a lucrative career as
an entertainer and singer to be a full-time companion, homemaker,
housekeeper, and cook. Under US law, advice Michelle Marvin. Would your
answer be different if Vietnamese law applies?

4. Three sisters, Vivian, Valerie and Victoria, agree to form a syndicate for the
purpose of making a weekly entry in a fashion contest in a local newspaper.
6
 Vivian and Valerie do not know much about fashion and gave Victoria $10
each week. Victoria fills in and sends off the contest forms every week and she
always fills the forms in her own name. After one month, one of the entries
that Victoria sent won a $10,000 prize. Vivian and Valerie are very happy to
know about the news and want to claim their share. Victoria now refuses to
share. Apply US law to advise Vivian and Valerie? Would your answer be
different if Vietnamese Law applies?

5. A borrows $100 from B, due date is 31 December 2019. On the due date, A
asks B whether B can accept the repayment of $80 instead of $100 because A
is in financial difficulties. B agrees. Two months later, B changes his mind and
wants to ask for the remaining $20. Can B succeed under US law ? Would your
answer be different if Vietnamese law applies? Suppose that instead of on the
due date, but on 31 October 2019, A asks B whether B can accept the
repayment of $80 instead of $100. Can B succeed if two months later, B
changes his mind and wants to ask for the remaining $20?

6. Peter, a singer of great renown and a man of substantial wealth, become

engaged to Mary. He was generous with Mary’s family, paying for landscaping
the lawn, installing a swimming pool, and making other gift. When his
financee’s mother, Nancy, sought to divorce her husband, Peter promised to
pay off the remaining mortgage indebtedness on the Nancy home, which Mrs.
Nancy was to receive in the divorce settlement. Subsequently, Peter died
suddenly, leaving the mortgage unpaid. When the legal representative of
Peter’s estate refused to pay the mortgage, Mrs. Nancy took an action to
enforce Peter’s promise. The trial court denied recovery. Mrs. Nancy appealed.
Is Peter’s promise to pay the mortgage enforceable under US. law? Fully
explain.

7. Alan is a university student, aged 17. He had difficulty in coming to the college
and decided to purchase a Modenas (the national brand motorcycle) from Aeon
Mall. Alan paid $500 as deposit for the motorcycle and promised to pay the
balance of the purchase price in two weeks time. After two weeks, Alan failed
to come up with the balance and Aeon Mall wanted to claim the payment from
Alan. Apply US law, discuss whether Aeon Mall succeed in his claim? Would
your answer be different if Vietnamese Law applies?

7
8. Terry wants to buy a used car. He knows the make, model and colour of the
car he wants to buy. He visits several car dealers who can supply the type of
car he wants. In discussions with one dealer, Jenny, she tells Terry that if he
chooses to buy the car from her, she would fit the car out with high quality
new tyres. Terry decides to buy the car from Jenny, but the written agreement
he signs with Jenny makes no mention of this promise. A month after the
purchase is completed Terry is advised by his motor mechanic that the tyres
on the car are of inferior quality. Apply US law to answer the following
questions. Would your answer be differently if Vietnamese laws apply?
a. Advise Terry of his legal rights.
b. If Terry wants to claim damages from Jenny for her statement about the
tyres, what type of misrepresentation does he need to prove her statement
was?
c. What does he need to establish to prove the above?

9. Sam and Dave negotiated for the sale of Dave's Hardware store. During
negotiations, Dave stated that the gross takings of the business were $3,000
per week. Soon after these negotiations, extensive road works commenced
outside the store, and gross takings fell to $1,400 per week. Two months later,
Sam purchased the business and found the takings significantly less than Dave
had represented. Apply US law to answer the following questions. Would your
answer be diferent if Vietnamese Law applies?
a) Consider whether Dave's statement, re: gross takings, during negotiations
represents a term of contract.
b) If so, is the term a condition or a warranty?
c) What remedies, if any, has Sam against Dave?

10. Elizabeth, a then-unknown singer, signed a multiyear recording contract with

Beverly Glen Music, Inc. (Beverly Glen). Elizabeth recorded for Beverly Glen
a record album that was moderately successful. After having some difficulties
with Beverly Glen, Elizabeth was offered a more lucrative contract by Wanner
Communications, Inc. (Wanner). Elizabeth accepted the Wanner’s offer and
informed Beverly Glen that she could not complete their contract because she
had entered into and agreement with Wanner. Beverly sued Elizabeth and
Wanner, and it sought an injunction to prevent Elizabeth from performing as a
singer for Wanner. Is an injunction an appropriate remedy in this case under
US law? Would your answer be different if Vietnamese law applies?
8
 PHẦN 3: DANH MỤC TÀI LIỆU THAM KHẢO

I. MANDATORY READINGS
1. Legal text

In Vietnam
• Civil Code No. 91/2015/QH13 dated November 24, 2015 effective on January 1, 2017
(Chapter VIII (Articles 116 – 133) Section 7 – Part 3 – Chapter XV (Articles 385- 429)
of the Civil Code)
• Commercial Law No. 36/2005/Q H11dated June 14, 2005 effective on January 1,
2006 (Articles 24 – 62, Articles 292 – 316)

In the US
• Uniform Commercial Code (UCC) (relevant provisions which are referred to in the text
book (Henry Cheeseman) below)
• Restatement (Second) of Contract (relevant provisions which are referred to in the text
book (Henry Cheeseman) below)

2. Cases

In the US

See case summary in the text book (Henry Cheeseman) below)

In Vietnam

• Precedent no. 21/2018/AL on fault and damage in case of unilateral termination of

asset lease;
• Precedent no. 09/2016/AL on determination of average default interest rate and
payment of interest on punitive damages and compensatory damages;
• Decision No. 02 02/2010/KDTM-GĐT dated January 21, 2010 adopted by Economic
Division of the Supreme Court (Source:
http://www.vibonline.com.vn/Banan/251/Quyet-dinh-giam-doc-tham-so-
022010KDTMGDT-ngay-21-thang-01-nam-2010-ve-viec-tranh-chap-hop-dong-
mua.aspx)

9
• Decision No. 03/2009/KDTM-GĐT dated 9 April 2009 adopted by Judge Panel of the
Supreme Court of Vietnam re sale of goods contract dispute.
• Judgment No. 141/2008/KDTM-ST dated January 25, 2008 adopted by the Ho Chi
Minh City’s People Court (Source: http://www.vibonline.com.vn/Banan/62/Khoi-kien-
do-vi-pham-nghia-vu-thanh-toan-theo-hop-dong-mua-ban-hang-thuy-san.aspx).

In the US
• Facebook, Inc. v. Winklevoss 640 F.3d 1034, 2011 U.S App. Lexis 7430 (2011)
• Ehlen v, Melvin 823 N.W.2d 780, 2012 N.D. Lexis 252 (2012)
• Powell v. Thompson-Powell Web 2006 Del. C.P. Lexis 10 (2006).
• Alba v. Kaufmann 27 A.D.3d 816 N.Y.S.2d 539, Web 2006 N.Y.App.Div.Lexis 2321
(2006)
• Marder v. Jennifer Lopez 450 F.3d 446, Web 2001 U.S. App. Lexis 143330 (2006).
• Montgomery v. English 909 So.2d 836, Web 2005 Fla.App. Lexis 7404 (2005).
• In the Mater of Wirth 14 A.D. 3d 572, 789 N.Y.S.2d 69, Web 2005 N.Y.App.Div. Lexis
424 (2005)
• Parente v. Pirozzoli 87 Conn.App.235, 866A.2d 629, Web 2005 Conn.App.Lexis 25
(2005)
• Krysa v. Payne 176 S.W.3d 150, Web 2005 Mo.App.Lexis 1680 (2005)
• Hickman v. Bates 889 So.2d 1249, Web 2004 La.App. Lexis 3076 (2004)
• Wrench LLC v. Taco Bell Corporation 256 F.3d 446, Web 2001 U.S. App. Lexis 15097
(2001).
• Wells Fargo Credit Corporation v. Martin 650 So.2d 531, Web 1992 Fla.App.Lexis
9927 (1992)

3. Text Book
• Henry Cheeseman (2019), Business Law, 10th Edition, Pearson Education (Chapters 9
- 16).
• Ho Chi Minh City University of Law (2017), Textbook: Contract Law and Tort Law,
Hong Duc Publishing House

4. Handouts to be given by instructor

II. SUPPLEMENTARY READINGS

1. Books
In English
10
• Alix Adam (2010), Law for Business students, 6E.
• Ha Thi Thanh Binh (2016), Choice of Law and Dispute Settlement Forum for Contracts
Involving a “Foreign Element” from the Perspective of Vietnamese Law, The Asian
Business Lawyer, Volume 18, Spring 2016 (161 -182)
• Cheshire and Fifoot’s (1997), Law of Contract, Butterworths
• Mark Anderson (1998), A-Z Guide to Boilerplate and Commercial Clauses,
Butterworths
• Mai Hong Quy (Editor in Chief) (2015), Introduction to Vietnamese Law, 2nd Edition,
Hong Duc Publisher – Vietnam Lawyers Association.
• Hart, Oliver and Holmström, Bengt (1987), The Theory of Contracts, in Truman F.
Bewley (ed.), Advances in Economic Theory Fifth World Congress, Cambridge
University Press, First Published
• Hart, Oliver; Moore, John (1999). "Foundations of Incomplete Contracts". The Review
of Economic Studies. 66 (1): 115–138
• Jill Poole (2006), Casebook on Contract Law, 8th Edition, Oxford University Press.
• Stone, Richard (2002), The Modern Law of Contract, 5the ed., Cavendish, London

In Vietnamese
• Đỗ Văn Đại (2018), Luật hợp đồng Việt Nam – Bản án và bình luận bản án (Xuất bản
lần thứ bảy, có sửa chữa, bổ sung), Nxb Hồng Đức
• Đỗ Văn Đại (2010), Những biện pháp xử lý việc không thực hiện đúng hợp đồng trong
pháp luật Việt Nam, Nxb. CTQG 2010
• Vũ Việt Hằng, Đoàn Minh Đức (2022), Đề nghị và chấp nhận đề nghị giao kết hợp
đồng theo quy định của Bộ luật dân sự năm 2015, Tạp chí Tòa án Nhân dân Tối cao,
số 8, 2022, tr. 31-36
• Lê Minh Hùng (2015), Hiệu lực của hợp đồng, NXB CTQG;
• Lê Minh Hùng (chủ biên) (2015), Thời điểm giao kết hợp đồng trong pháp luật của một
số nước trên thế giới, các bộ nguyên tắc hợp đồng quốc tế và kinh nghiệm cho Việt
Nam, NXB Hồng Đức
• Lê Minh Hùng (chủ biên) (2015), Hình thức của hợp đồng, NXB Hồng Đức
• Nguyễn Việt Khoa (2012), Phạt Vi Phạm Hợp Đồng theo Luật Thương Mại 2005, Tạp
chí Nghiên cứu Lập Pháp
• Dương Anh Sơn và Lê Thị Bích Thọ (2005), Một Số Ý Kiến về Phạt Vi Phạm do Vi
Pham Hợp Đồng theo Quy Định Của Pháp Luật Việt Nam, Tạp chí Khoa học pháp lý
1 (26), at. 29–30

11
• Nguyễn Thị Thuỳ Trang (2017), Bình luận về các biện pháp xử lý vi phạm hợp đồng
trong BLDS năm 2015, Tạp chí Khoa học Pháp lý số 3(106), (22- 27)
• Nguyễn Thanh Tùng, Bất cập trong việc áp dụng chế tài buộc thực hiện hợp đồng, tạm
ngừng thực hiện hợp đồng trong thương mại – Một số kiến nghị, Tạp chí Luật học, số
7, 2015, tr. 67

2. Useful website
One great source for legal research is the Academic Universe from Lexis/Nexis.
http://web.lexis-nexis.com/universe

If you have trouble with legal terminology, there are a number of free online law
dictionaries, including at http://dictionary.law.com/ or

http://www.scribd.com/doc/39582314/International-Legal-English-a-Course-for-
Classroom-or-Self-Study-Use

Official website of the Vietnam Supreme Court which publishes courts’ cases:
https://congbobanan.toaan.gov.vn/

WRITER

ASSOC. PROF. HA THI THANH BINH

12