An VND 8 billion sale contract, 12 pages of detailed terms on goods, price, and delivery — but the “Dispute Resolution” section is a single line: “The parties shall negotiate to resolve.” No court, no arbitration, no governing law. When the dispute erupts, the other side “negotiates” by going silent, and you realize you don’t know where to sue.
This is a top-3 most common flaw in Vietnamese commercial contracts: parties pour energy into price negotiations and treat the dispute clause as “formalities.” This article maps 3 paths to determine where to sue when the clause is blank — and how to “patch” it even after the dispute has arisen.
Legal framework (in force as of 17 October 2026)
- Civil Procedure Code 92/2015/QH13:
- Article 30: business and commercial disputes fall under court jurisdiction.
- Articles 35, 39, 40: jurisdiction by level and territory — the general rule: the court where the defendant resides (individual) or is headquartered (organization); parties may also agree in writing on the competent court (in cases the law permits).
- Article 472 (applies only to civil cases with foreign elements): where parties have a valid arbitration agreement or foreign-court selection agreement, Vietnamese courts return the statement of claim.
- Commercial Arbitration Law 54/2010/QH12, Articles 5–6: arbitration has jurisdiction only with an arbitration agreement — which may be concluded after the dispute arises, provided it’s in writing.
- Civil Code 91/2015/QH13, Article 429: 3-year limitation period.
First the good news: a blank clause does not mean you lose the right to sue. Procedural law always supplies a “default option.” The bad news: the default is rarely your best option.
Path 1: Sue in court under default jurisdiction
When the contract is silent, the Civil Procedure Code “fills the blank” with these rules:
Domestic disputes (both parties Vietnamese): jurisdiction lies with the People’s Court under the rule: where the defendant is headquartered/resides. In practice, you usually must sue on the opponent’s “home turf” — with travel costs and the unspoken “home advantage.” Also check special jurisdictional grounds: place of contract performance, location of disputed real estate… — see if any ground brings the case to your home court.
Disputes with foreign elements (one party foreign, or performance abroad): Vietnamese courts may still have jurisdiction in some cases (e.g., defendant holds assets in Vietnam, contract signed/performed in Vietnam). But enforcing a Vietnamese judgment abroad is another arduous journey — assess before committing.
Drawbacks of the default path: court proceedings are public (competitors and the public can follow), lengthy across multiple levels (first instance → appeal, possibly cassation review), and you don’t choose the judges. For sensitive commercial disputes (trade secrets, brand reputation), that’s an expensive price.
Path 2: Supplementary agreement — “patching” the clause even after the dispute
A little-known but highly useful route: the law doesn’t prohibit parties from agreeing on a dispute-resolution method after the dispute has arisen.
Post-dispute arbitration agreement (Article 6, Commercial Arbitration Law): both sides sign a written agreement submitting the current dispute to arbitration (e.g., VIAC). It’s standalone — just needs to be in writing with proper signatures. Advantages: faster, confidential, final award (no prolonged appeal). A wise choice when both sides want a quick, discreet resolution.
Court-selection agreement: in some cases, parties may agree in writing on the competent court (per Articles 39–40 of the Civil Procedure Code) — e.g., choosing the plaintiff’s home court instead of the defendant’s. Not every dispute allows court selection (some exclusive jurisdictions can’t be contracted around), but for ordinary commercial disputes there’s room to agree.
Negotiation tactic for the supplementary agreement: don’t propose it mid-shouting-match. The best moment is after a failed negotiation round when both sides are exhausted by deadlock — put it on the table: “Court means 2–3 years for both of us with everything public; arbitration means 6–9 months, confidential, costs split.” Many stubborn opponents soften before that math.
Path 3: Commercial mediation — filling the “negotiation” gap
Remember that “the parties shall negotiate” line in your contract? When direct negotiation deadlocks, commercial mediation (Decree 22/2017/ND-CP on commercial mediation) is the natural bridge:
- Both sides invite an independent mediator to facilitate — nobody “wins,” nobody “loses,” just a mutually acceptable solution.
- A successful mediation is recorded in writing; if one side defaults, the other may sue for recognition — or use it as the basis for further proceedings.
- Advantages: fast (weeks to months), cheap, preserves business relationships, confidential.
Don’t dismiss mediation as “weak.” In commercial disputes, a workable mediated settlement after 2 months always beats a victorious judgment after 3 years that can’t be enforced.
Drafting lesson: never leave it blank again
After this case, put the dispute-resolution clause on every contract’s mandatory checklist. A standard clause has 5 elements:
- Negotiation first: a negotiation window (e.g., 30 days from one party’s dispute notice) — then move to the next step.
- Mediation (optional but recommended): commercial mediation at a specified institution.
- Final forum: arbitration (name the center: VIAC…) OR court (name which court, where the law permits agreement).
- Governing law: Vietnamese law or foreign law — critical for contracts with foreign elements.
- Language of proceedings (for arbitration): Vietnamese, English, or bilingual.
And the golden rule from practice: whoever drafts the contract (your side) always fills this clause in their own favor — don’t “concede” the forum choice to the other party and regret it later.
FAQ
1. The contract only says “negotiate to resolve,” no court or arbitration — can I still sue?
Yes. That clause doesn’t bar litigation; jurisdiction is then determined under the Code’s default rules (Articles 30, 35, 39, 40). “Negotiation” is just a voluntary first step, not a precondition — unless the contract expressly requires “X days of negotiation before suing,” which you should honor to avoid appearing uncooperative.
2. The dispute already erupted. Is it too late to sign an arbitration agreement now?
No. Article 6 of the Commercial Arbitration Law allows arbitration agreements concluded after the dispute arises, provided they’re in writing. It’s the most effective “patch” for a blank clause if both sides want speed and confidentiality.
3. I’m the plaintiff — any way to sue on my “home turf”?
Possibly, depending on the facts: (a) agree with the defendant on your home court (where the law permits); (b) invoke special jurisdictional grounds — e.g., place of performance, defendant’s branch/assets location; (c) a post-dispute arbitration agreement seated where you want. Have counsel review all jurisdictional grounds before filing — wrong forum wastes time and risks dismissal.
4. How long does court litigation take?
Hard to say precisely, but commercial court cases typically run 1–3 years through first instance and appeal, excluding enforcement. Arbitration is usually much faster (6–12 months for many cases). That’s exactly why the dispute clause shouldn’t be blank: you’re surrendering the right to choose the faster path.
5. The other party is abroad and the contract says nothing — can I sue in Vietnam?
Possibly, with Vietnamese-court jurisdictional grounds (e.g., contract concluded/performed in Vietnam, defendant holds assets in Vietnam). But winning in Vietnam is only half the journey — enforcing abroad depends on judicial assistance treaties or reciprocity, which is complex. With foreign partners, a supplementary arbitration agreement (awards widely recognized under the 1958 New York Convention) is usually far more practical.
References
- Civil Procedure Code No. 92/2015/QH13: Art. 30 (subject-matter jurisdiction), Arts. 35, 39, 40 (jurisdiction by level and territory), Art. 472 (returning claims where arbitration/foreign-court agreements exist) — in force as of 17/10/2026.
- Commercial Arbitration Law No. 54/2010/QH12: Arts. 5–6 (arbitral jurisdiction, arbitration agreements) — in force as of 17/10/2026.
- Decree 22/2017/ND-CP on commercial mediation — in force as of 17/10/2026.
This article was drafted by the AI Legal Council and has not been reviewed by a licensed human lawyer. It is for reference only and does not constitute legal advice for any specific matter.
This article has been quality-reviewed by the FLAW AI Legal Council