Commercial Arbitration in Vietnam
When a Vietnamese business signs a contract with a Chinese partner, the arbitration clause is usually drafted in English — but few ask: when a dispute actually arises, in what language will the proceedings be conducted? The arbitration language is not merely a communication issue; it determines translation costs, each side’s ability to access evidence, and can even affect the award’s accuracy. This article analyzes the legal framework on language in arbitral proceedings under the 2010 Law on Commercial Arbitration, typical language risks in Vietnam–China disputes, and how to draft language provisions from contract signing.
Why language is a provision not to be taken lightly
In cross-border disputes, the language of proceedings directly affects three things: cost, fairness, and award quality. Bilingual proceedings drive translation and interpretation costs significantly above monolingual ones; a party forced to use a non-native language is always at a disadvantage when presenting complex arguments or cross-examining witnesses; and every translation carries the risk of distorted meaning — especially for legal concepts with no exact equivalent across legal systems.
In practice, many businesses care only about choosing the arbitration center while ignoring the language provision. When disputes arise, the two sides argue over whether to use Vietnamese or English and who bears interpretation costs — arguments that could have been settled in advance by a short paragraph in the contract.
The legal framework: Article 10 of the 2010 Law on Commercial Arbitration
Article 10 of the 2010 Law on Commercial Arbitration provides for the language used in arbitral proceedings in two groups of cases. For disputes without foreign elements, the language used is Vietnamese — except where the dispute involves at least one foreign-invested enterprise. Where a disputing party cannot use Vietnamese, it may choose an interpreter into Vietnamese (Clause 1).
For disputes with foreign elements and disputes where at least one party is a foreign-invested enterprise, the language used in arbitral proceedings is as agreed by the parties. Absent agreement, the tribunal decides the language (Clause 2). This is the central provision: in cross-border disputes, the parties first hold the right to determine the language, and only when they are silent does the tribunal decide instead.
Note: Law No. 81/2025/QH15 (effective from 01/7/2025) only amends Clause 3 of Article 7 on court jurisdiction — it does not amend the language provisions in Article 10.
Agreeing on the language of proceedings, evidence, and translation requirements
The best language provision is one stated clearly in the arbitration agreement from contract signing. A tight provision should cover: the language of proceedings; the language of evidence and documents (whether documents in other languages must be fully translated or only relevant parts, who certifies translations); the language of the award; and principles for allocating translation and interpretation costs.
In arbitral proceedings, evidence often exists in multiple languages: the original contract in Chinese, exchanged emails in English, invoices and vouchers in Vietnamese. The 2010 Law on Commercial Arbitration does not detail evidence translation obligations, so in practice the tribunal decides case by case: requiring full translation of important documents, only relevant parts, or accepting translated summaries. Note: at court stages (e.g., set-aside applications), Clause 2 of Article 70 requires foreign-language papers to be translated into Vietnamese with validly certified translations — a stricter requirement.
The key point: the contract’s language and the arbitral proceedings’ language are two independent matters. A bilingual Vietnamese–Chinese contract may well agree on English as the arbitration language, and vice versa. One should not assume the contract’s language automatically becomes the proceedings’ language.
When the parties do not agree: how the tribunal decides
Where the parties do not agree on language, Clause 2 of Article 10 empowers the tribunal to decide. In practice, tribunals typically consider factors such as: the language of the disputed contract, the language the parties used during negotiation and performance, the arbitrators’ nationalities and languages, and cost-effectiveness.
Leaving the decision to the tribunal, however, always risks at least one side: the decision may favor the other side’s language, and the loser of the “language battle” must bear translation and interpretation costs throughout the proceedings. This is precisely why experienced lawyers always advise clients to agree on language in advance rather than leaving it to the tribunal.
Bilingual proceedings and language costs: who bears them?
Bilingual proceedings (e.g., Vietnamese and English used in parallel) are sometimes the practical solution when the parties cannot agree on a single language, or when one side is a state agency or state-owned enterprise requiring Vietnamese while the other is a foreign investor. This form allows each side to present in its own language with interpretation support — but at a cost: all important procedural documents need translations, every hearing needs interpreters, and hearing time extends significantly.
The 2010 Law on Commercial Arbitration does not specify which party bears translation and interpretation costs. As a general principle, arbitration and related costs are allocated in the award (point h of Clause 1 of Article 61), and the tribunal may decide the allocation — imposing all on the losing party, or apportioning proportionally. In practice, hearing interpretation costs are usually advanced by the party needing them, and document translation costs initially borne by the submitting party. To avoid disputes, the parties should agree in advance in the arbitration clause or the first procedural meeting: how costs are advanced, settled, and allocated.
Language risks in Vietnam–China contracts and award enforceability
Disputes between Vietnamese businesses and Chinese partners carry distinctive language risks. First, contracts are often signed bilingually but the two versions are not always fully identical — differences in expressing a penalty or damages clause can become the central point of contention. If the contract does not state which version prevails in conflicts, the tribunal must interpret the contract in uncertainty.
Second, many legal–commercial terms in Chinese have no one-to-one equivalent in Vietnamese and vice versa; when translated into the proceedings’ language (usually English), the original meaning can be significantly distorted. Third, personnel on both sides often communicate in non-standard Chinese or English, producing emails and messages with ambiguous expressions — correctly interpreting the parties’ will at contracting is no small challenge.
Language also affects the post-proceedings stage: awards are issued in the proceedings’ language; when enforcement is needed in a country different from the award’s language, the enforcement-creditor usually must provide a validly certified translation. Therefore, when drafting language provisions, businesses should also think of the award’s “destination” and agree in advance on the award’s translation (who translates, who bears the cost, the delivery time limit).
Checklist for drafting language provisions
Before signing a cross-border contract, check these points: whether the arbitration language is stated clearly (not defaulting to the contract’s language); whether evidence language and translation requirements are provided; whether the prevailing language version is fixed for bilingual contract conflicts; whether advance and allocation principles for translation and interpretation costs are agreed; whether the award’s language and translation needs for the enforcement stage are considered; and in contracts with Chinese partners, whether the consistency between the contract’s language versions has been reviewed.
A language provision only a few lines long but carefully drafted can save a business months of arguments and considerable costs when disputes actually arise.
Frequently asked questions
For a bilingual Vietnamese–Chinese contract with the arbitration clause in English, which language is used in proceedings?
The proceedings’ language is determined independently by the parties’ agreement on the arbitration language (Clause 2 of Article 10), not defaulting to the contract’s language. If the parties never agreed on the proceedings’ language, the tribunal decides — so stating it clearly from the outset is best.
May a party unable to use Vietnamese have interpretation?
Yes. Clause 1 of Article 10 provides that a disputing party unable to use Vietnamese may choose an interpreter into Vietnamese.
May the parties agree on bilingual Vietnamese–English proceedings?
Yes, if the parties agree. Anticipate, however, higher translation and interpretation costs and extended proceeding time; agree simultaneously on the prevailing language version in conflicts and cost allocation principles.
How are distorted evidence translations handled?
The tribunal may require re-translation, seek translation expert assessment, or accept the parties’ explanations of the document’s correct meaning. To reduce risk, agree from the outset on the translation provider or a translation verification mechanism.
Can the proceedings’ language be changed mid-way?
Changes require the parties’ consent and the tribunal’s approval, while incurring costs of re-translating the entire file. In practice this is very difficult and expensive, so the language decision should be fixed at contract signing.
FLAT LAW FIRM — Supporting Businesses in Cross-border Disputes
FLAT LAW FIRM is a boutique business law firm specializing in foreign investment (FDI) and cross-border transactions, with particular strength in Vietnam–China matters. We review and draft arbitration clauses, language provisions, and governing-law clauses in international commercial contracts; represent clients in bilingual, multilingual arbitral proceedings; and coordinate with foreign law firms when disputes have elements outside Vietnamese territory. Contact us at https://flaw.vn/lien-he/ for advice on your business’s specific case.
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General information
This article is for general information on Vietnamese commercial arbitration law at the time of publication only, not legal advice for any specific case. Legal provisions and their practical application may change; readers should consult a lawyer before making decisions or conducting transactions.
