Scenario: a park developer asks for a 10% deposit to “hold a prime plot for 60 days”, issuing only a payment receipt. Two months later the plot is offered to another investor at a higher price, and the enterprise’s deposit becomes a drawn-out dispute. The reservation deposit is a small transaction standing in front of a sub-lease worth tens of billions — but how it is drafted decides the tenant’s entire position when the market turns. This article applies the deposit regime of Article 328 of the Civil Code 91/2015/QH13 to the industrial park context.
The deposit within the sub-lease transaction chain
Article 292 of the Civil Code 91/2015/QH13 lists the deposit among the security measures for civil obligations, and Article 328 defines it: one party hands the other a sum of money, precious metals, gemstones or other valuables for a period to secure the conclusion or performance of a contract. In industrial land sub-leasing, the holding deposit sits at the pre-contract stage and secures two obligations at once — the developer holds the plot and signs on the offered terms; the investor completes its dossier and signs within the period. Because it is an agreement independent of the not-yet-existing sub-lease, the deposit document must be self-sufficient: the plot’s identity, the core offered terms locked in (price, area, term, expected handover), the holding period and the consequences if either side fails to proceed. A bare receipt proves only that money moved — not what obligation was breached.
The double-forfeiture mechanism — and how agreement displaces it
Clause 2 of Article 328 sets the two-way default: a depositor who refuses to conclude or perform forfeits the deposit; a receiver who refuses must return the deposit plus an equal amount — the familiar “double” rule. But the words “unless otherwise agreed” mean that default is wholly displaced by whatever the deposit agreement says: many developers’ template agreements quietly provide refund-without-penalty, or a small partial forfeiture — and a depositor signing the template has surrendered the favourable double rule. Conversely, the enterprise can negotiate stronger protection for defined events: the developer leasing the very held plot to a third party, or moving the offered price beyond an agreed band. Reading the forfeiture clause comes first — before even negotiating the amount.
Manage the deposit as a receivable with counterparty risk
Three practice rules. One, scale with counterparty risk: a deposit to a large, reputable developer of an operating park is a different exposure from one to a greenfield park project raising capital — the latter calls for bank escrow or a refund guarantee. Two, stage by milestones: reservation (small part) → developer’s confirmation of dossier and formal leasing terms (next part) → full conversion into the contract on signing; each stage tied to a written confirmation. Three, never let a deposit hang without an expiry: the agreement needs a holding end-date, after which — if the contract is unsigned for developer-side reasons — deposit plus forfeiture is refunded within a fixed number of days; if unsigned because the depositor has not met listed objective conditions (investment approval, project company establishment), the agreed partial-refund mechanism applies instead of total loss. A well-made deposit buys a secured option; a badly made one is an unsecured loan to the seller.
Frequently Asked Questions
What is the legal status of a reservation deposit for industrial park land?
A deposit is a security measure for obligation performance under Article 328 of the Civil Code 91/2015/QH13: one party hands the other a sum of money (or other valuable assets) for a period to secure the conclusion or performance of a contract. For industrial land sub-leases, the deposit agreement should be in writing stating: the amount, the secured purpose (holding the plot and proceeding to sign the sub-lease), the term, and the conditions for converting the deposit into first-period rent or refunding it. A vague deposit — a bare ‘reservation’ receipt with no content — still evidences the payment but protects the depositor almost not at all in a dispute.
What deposit level is reasonable for holding a plot?
The law fixes no deposit level for land leases — the amount is agreed by market practice. In industrial parks, a holding deposit commonly equals part of the first year’s rent or several months of sub-lease rent plus infrastructure fees: large enough that the developer truly ‘locks’ the plot from other offers, but not so large that the tenant loses leverage before the main contract (when further deposits/payments arise under the sub-lease itself). The safety rule: the bigger the deposit, the tighter the refund clauses and signing milestones must be; staged deposits tied to confirmation milestones (reservation → dossier approval → contract signing) balance risk best.
If the developer refuses to hand over or leases the plot to someone else, what does the depositor get?
Under clause 2, Article 328 of the Civil Code 91/2015/QH13: if the deposit-receiving party refuses to conclude or perform the contract, it must return the deposit plus an amount equal to its value (double in total), unless the deposit agreement provides otherwise. Conversely, if the depositor refuses, the deposit is forfeited to the receiver. Three practical notes: the parties may agree a different forfeiture level (higher or lower than double) — what is written governs; the ‘refusal to conclude’ must be provable by documents (a refusal notice, marketing the plot to third parties); and if the developer cannot repay (bankruptcy, frozen accounts), an unsecured deposit queues as ordinary debt — which is why large deposits should use bank escrow or a refund guarantee.
What protective clauses must a deposit agreement contain?
Five minimum clauses: (1) precise identification of the held plot (lot number, area, boundaries per the subdivision map) and the developer’s commitment not to offer or lease it to others during the holding period; (2) the deadline for signing the formal sub-lease and the events counting as the receiver’s breach (missing the deadline, fundamentally changing the offered terms); (3) the conversion mechanism on signing (offset against first-period rent or into the main contract’s security deposit); (4) refund plus deposit forfeiture when the receiver breaches, and no-penalty refund cases (the depositor failing listed objective conditions, e.g. no investment policy approval); (5) a safe custody form for large sums — third-party bank escrow instead of a direct transfer to the developer’s account.
