Short answer: brokerage and consulting fees are recoverable if you can prove performance under the correct legal regime. But these are disputes that are “easy to win on the merits, hard to win on evidence”: the broker introduces the parties and gets cut out so the two sides sign directly; the consultant delivers the report but the client claims it “fell short” to avoid paying; the fee was only agreed orally. This article systematizes the recovery basis, how to prove performance, and common traps — under the 2005 Commercial Law (consolidated document 113/VBHN-VPQH) and the 2015 Civil Code.
1. Dual framework: do not confuse brokerage with consulting
The most common — and most consequential — mistake is treating two distinct regimes as one:
- Commercial brokerage (the broker as a trader acting as intermediary): governed by Articles 150–154 of the 2005 Commercial Law (per consolidated document 113/VBHN-VPQH dated 28/8/2025). Art. 150 defines commercial brokerage; Arts. 151–152 set out the parties obligations;
- Consulting (consulting services in commercial transactions): governed by the service-provision framework — Art. 3.9 and Arts. 74–87 of the Commercial Law, plus the service contract rules in Arts. 513–520 of the 2015 Civil Code. Note: consulting is not a “commercial intermediary activity” under Art. 3.11 of the Commercial Law.
The core distinction: a broker earns commission upon results — the right to commission arises when the brokered parties sign a contract with each other (Art. 153, Commercial Law), unless otherwise agreed; a consultant earns fees for completed portions of work (Art. 519, Civil Code; Art. 87, Commercial Law). Confusing the two is a classic dispute source: consultants demanding “success fees” like brokers, or brokered parties invoking “incomplete service” to dodge brokerage commission.
2. Recovering brokerage fees: three bases
(a) Commission when the main contract is signed (Art. 153). You only need to prove the brokered parties signed a contract with each other — regardless of whether that contract is later performed successfully, unless otherwise agreed. Art. 153 does not require the broker to be present at signing.
(b) Reasonable expenses even if the brokerage fails (Art. 154). Even if the main deal collapses, the broker may recover reasonable expenses incurred (travel, due diligence, organizing negotiations) if proven — unless otherwise agreed.
(c) No agreed fee level (Art. 86). Where the parties did not agree a commission rate, the price of that service type under similar conditions applies — but the claimant must prove what those “similar conditions” are.
Payment timing: under Art. 87 of the Commercial Law, the brokered party must pay when service provision is completed, unless otherwise agreed.
3. Recovering consulting fees: payment for completed work
For consulting service contracts, Art. 515 of the Civil Code requires the service user to pay as agreed; Art. 518 gives the service provider the right to demand payment upon completion. Where no fee was agreed, Art. 519 applies the market price at the time and place of contracting — and allows a fee reduction if the service is substandard or late. A consultant seeking full fees must therefore prove the work was completed to the agreed quality and on time.
4. Proving performance: evidence checklist
Brokerage and consulting contracts need not be in writing under the Commercial Law — oral agreements can still create rights. But the burden of proof falls on the fee claimant (Art. 91, 2015 Civil Procedure Code). Prepare this evidence chain:
- The brokerage/consulting contract (if any) — fee terms, when the right arises, payment conditions;
- The main contract signed between the brokered parties — proving when the commission right arose under Art. 153;
- Emails, messages, negotiation minutes — proving the introduction and connecting role;
- Acceptance minutes, delivered consulting reports — proving completed work;
- Expense vouchers (flights, diligence invoices) — the Art. 154 basis;
- Debt reconciliations and demand letters sent.
Electronic data (emails, messages, recordings) counts as evidence where its origin is identifiable (Arts. 93–96, Civil Procedure Code). A practical lesson: in a VND 7.4 billion fee dispute reported in October 2026, the defendant was absent and offered no rebuttal evidence — the court decided on the plaintiffs evidence.
5. Common trap (1): brokered parties signing directly to dodge the fee
The classic scenario: the broker introduces both sides, both sides cut the broker out and sign directly. The law sides with the broker if causation is proven: introduction leading to negotiation leading to signing. Art. 153 does not require the broker to attend the signing. Prevention: put a non-circumvention clause and a protection period (e.g., 12 months from introduction — signing with an introduced counterparty still triggers the fee) in the brokerage contract from day one.
Where multiple brokers introduced the same deal: decide on evidence — which broker took the decisive actions leading to signing.
6. Common trap (2): confusing commercial brokerage with real estate brokerage
Judgment 51/2018/KDTM-PT is a costly lesson: the first-instance court applied the wrong law — using the Commercial Law where the relationship was actually real estate brokerage, governed by Law 29/2023/QH15 on Real Estate Business (effective 01/8/2024). The regimes differ fundamentally: real estate brokerage is a conditional business line (practice certificate required), and the Real Estate Business Law does not cap penalties at 8% like the Commercial Law. Mischaracterizing the relationship means applying the wrong law — and losing.
Further note: if the broker lacks the required practice qualifications in a conditional sector (real estate, securities), the contract risks being declared void (Arts. 117, 123, Civil Code) — losing contractual fee rights, leaving only restitution/compensation under Art. 131.
7. Common trap (3): oral agreements and limitation periods
Judgment 07/2022/DS-ST: a land-transfer brokerage fee dispute — one side demanded VND 1.5 billion, the other accepted only 700 million — with no clear written agreement, and the underlying transfer contract was later cancelled. The court found both sides at fault and granted only part of the claim. The lesson: oral does not mean unrecoverable (the commission right still arises under Art. 153), but without writing, the litigation risk is very high.
Limitation — the right-killing trap: commercial disputes — 2 years (Art. 319, Commercial Law); purely civil service contracts — 3 years (Art. 429, Civil Code). Mischaracterizing the contract type means miscalculating limitation — and losing the right to sue.
8. Sanctions for late payment
The fee claimant may combine:
- Breach penalties (Arts. 300, 301, Commercial Law) — note the 8% cap on the breached obligation value for commercial contracts;
- Damages (Art. 302);
- Late-payment interest as agreed.
Dispute resolution: negotiation, mediation, arbitration (with an arbitration agreement) or court (Art. 317, Commercial Law; 2010 Law on Commercial Arbitration).
FAQs
Can I recover a brokerage fee agreed only orally?
Possibly — the Commercial Law does not require brokerage contracts to be in writing, and the commission right arises under Art. 153. But you must prove the brokerage relationship existed and the brokered contract was signed — without writing, litigation risk is very high.
What if the parties sign directly to cut out the broker?
The broker may still recover if causation from introduction to signing is proven. Art. 153 does not require the broker to attend the signing.
Can the broker recover anything if the deal collapses?
Yes — Art. 154 allows recovery of proven reasonable expenses (travel, diligence, organizing negotiations) even with no resulting deal.
What is the limitation period for brokerage fee claims?
Two years for commercial disputes (Art. 319, Commercial Law); three years for purely civil service contracts (Art. 429, Civil Code). Correct contract characterization is the prerequisite.
Legal sources
- 2005 Commercial Law (36/2005/QH11; consolidated document 113/VBHN-VPQH dated 28/8/2025): Art. 86 (service price absent agreement), Art. 87 (payment timing), Arts. 150–154 (commercial brokerage), Arts. 300–302 (penalties, damages; 8% cap at Art. 301), Art. 317 (resolution methods), Art. 319 (2-year limitation).
- 2015 Civil Code (91/2015/QH13): Art. 119 (transaction form), Arts. 123, 131 (invalidity and consequences), Arts. 513–520 (service contracts), Art. 429 (3-year limitation).
- 2015 Civil Procedure Code: Art. 91 (burden of proof), Arts. 93–96 (evidence, electronic data).
- Law 29/2023/QH15 on Real Estate Business (effective 01/8/2024) — distinguishing real estate brokerage from commercial brokerage.
- Judgments 51/2018/KDTM-PT and 07/2022/DS-ST (adjudication illustrations).
Is your business in a brokerage or consulting fee dispute — a partner circumventing you to sign directly, or vague fee terms leading to deadlock? Reach us via the Contact page of FLAT Law Firm for advice on fee recovery and evidence preparation.
The legal content of this article is reviewed by the FLAW AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
For reference only, not legal advice.