The award notice has issued, the contract was finalised, yet the project owner keeps postponing signature — while the validity of the winning bidder’s bid and bid security counts down by the day. This is a situation where the winner is unexpectedly weak: the law imposes strict deadlines on the bidder at the finalisation and signing stage, while the tools to compel the owner to sign are scattered across several mechanisms and must be used in the right order.
The winner’s legal position when the owner stalls
Clause 9, Article 14 of Bidding Law No. 22/2023/QH15 imposes hard milestones on the bidder: fail to finalise the contract within 10 days for domestic bidding (20 days for international) from the award notice, or fail to sign within 10 days (20 days international) from finalisation, and the bid security is not refunded, force majeure excepted. These milestones are written for bidder conduct; they create no automatic mirror-image penalty when the delaying party is the owner. But the bidder holds two important textual anchors. First, Clause 9, Article 14 itself: the non-refund list is closed and contains no case of “the owner would not sign” — so however the package ends, the security of a bidder who stood ready to sign cannot be kept. Second, the situation-handling mechanism in Article 131 of Decree 24/2024/ND-CP, under which the owner processes cases of a winner failing to finalise or sign, or selection results being revisited, by inviting the next-ranked bidder or cancelling — a system that presupposes the signing process moves; an owner freezing that process itself fits no lawful situation.
The most common wrong move is passive waiting until the bid expires, leaving the bidder forced into unconditional extensions or watching the package cancelled for lapse of time. The right move is to convert delay into a record: the moment the owner’s side misses the finalisation milestone, the bidder writes to confirm its readiness to finalise and sign, requests a fixed signing date, and states that the delay originates from the owner. That letter is the foundational evidence for every later mechanism.
Compelling signature through petition and the competent person
The first instrument is the petition under Articles 89 to 91 of the 2023 Bidding Law: the winning bidder is the party whose lawful rights and interests are directly affected by non-signing, and it may petition the project owner, the bid solicitor and the competent person for review. Unlike a result petition, this petition targets the failure to perform the next step of the selection process itself. Where the package sits under a superior authority, a letter to the competent person usually has the greatest practical effect, because prolonged signing delays typically trace back to the owner’s internal funding or approval blockages that only that level can unblock. The letter should demand one of two clear outcomes: a fixed signing date, or a formal situation-handling decision under Article 131 of Decree 24/2024/ND-CP so the package does not hang indefinitely.
The second instrument protects winner status in parallel: if the owner uses alleged bidder delay to invite the second-ranked bidder, the winner must object immediately with its readiness file, because moving to the next-ranked bidder is lawful only where the winner truly failed to finalise or sign under the Article 131 sequence of Decree 24/2024/ND-CP — which is factually untrue when the owner itself never organised the signing.
Compensation: what is recoverable when the contract is never signed
Limits must be stated plainly: with no signed contract, there is no contractual relationship to support penalties or contractual damages. A money claim, if any, must travel as non-contractual damages under Chapter XX of the 2015 Civil Code, with three hard conditions: unlawful conduct or breach of a bidding-process duty by the owner, provable actual loss (bid costs, standby team and equipment costs, security-extension costs), and causation. Practice shows this road is long and uncertain; its greatest real value is leverage in petition and negotiation, together with recovery of the bid security and release of guarantee costs the delay caused. The bidder should also pre-plan for the package being cancelled under Point (b), Clause 1, Article 17 of the 2023 Bidding Law where investment objectives or scope change: rights then narrow to security refund and prescribed legitimate costs, with no expectation-profit damages.
Action checklist when the owner will not sign
One: send the readiness letter requesting a fixed signing date as soon as delay appears, keeping proof of service. Two: track bid and bid-security validity — extend only against a written request, recording that the extension is caused by the owner’s delay. Three: petition under Articles 89 to 91 to the owner and the competent person, demanding signature or a formal situation-handling decision. Four: object at once to any move inviting the second-ranked bidder if it rests on the false claim that the winner failed to finalise. Five: compile a schedule of delay-caused costs, ready for a non-contractual damages claim or negotiation. Six: never angrily withdraw from the package in writing — a written refusal to perform proposed work after bid closing is one of the Clause 9, Article 14 non-refund cases, and one heated minute can turn the injured bidder into the party that loses its security.
Frequently Asked Questions
Winning bidder, but the owner won’t sign — how do you compel signature?
There is no direct enforcement-to-sign mechanism; the bidder combines: a readiness letter requesting a fixed signing date, a petition under Articles 89 to 91 of the 2023 Bidding Law to the owner and the competent person, and a demand for a formal situation-handling decision under Article 131 of Decree 24/2024/ND-CP instead of an indefinitely suspended package.
If the owner won’t sign, can the bidder’s bid security be kept?
No. Clause 9, Article 14 of the 2023 Bidding Law exhaustively lists non-refund cases — withdrawal, Article 16 violations, missing performance security, and refusing negotiation, finalisation or signing past the deadlines — and none of them is “the owner would not sign”. A bidder ready to sign may demand its security back if the package never reaches signature.
What if the owner turns to the second-ranked bidder instead?
Object immediately in writing, with the file proving the winner was always ready to finalise and sign. Inviting the next-ranked bidder under Article 131 of Decree 24/2024/ND-CP is lawful only where the winner genuinely failed to finalise or sign; where the delay is the owner’s own failure to organise signing, that ground does not stand.
Can the bidder claim compensation if the contract never gets signed?
Only as non-contractual damages under the 2015 Civil Code — there is no contract penalty because no contract exists. The bidder must prove the owner’s breach of duty, actual losses such as bid costs, standby and security-extension costs, and causation. It is a hard road whose main value is usually negotiation and petition leverage.
This article has been quality-reviewed by the FLAW AI Legal Council