When French and Vietnamese companies contract, the most common dispute clause is “ICC arbitration, seat in Paris”. The ICC runs the world’s largest international commercial arbitration institution — headquartered in Paris. But drafting the clause properly and enforcing the award are two different jobs.
Why the ICC and why Paris
The ICC (International Chamber of Commerce) administers the International Court of Arbitration — the world’s largest, most prestigious arbitral institution, headquartered in Paris. French–Vietnamese parties choose it for: neutrality (no home advantage), international-standard procedure, quality control (the ICC Court scrutinises draft awards — a unique mechanism), and wide enforceability via the 1958 New York Convention (both France and Vietnam are members).
A Paris seat means proceedings governed by French arbitration law (Code de procedure civile) — France has a proudly arbitration-friendly tradition with minimal court interference.
Drafting a proper ICC clause
The ICC model clause (substance): “All disputes arising out of or in connection with this contract shall be finally settled under the ICC Arbitration Rules by one or three arbitrators appointed by the ICC International Court of Arbitration.” Add:
- Seat: Paris, France (or Singapore for proximity to Vietnam).
- Language: English (or English–French bilingual).
- Governing law: Vietnamese / French / English law — decide upfront, never leave it to the tribunal.
- Number of arbitrators: 1 (fast, cheap) or 3 (complex, high-value).
Common mistake: writing “ICC arbitration in HCMC” without grasping that seat (deciding procedural law) differs from venue (hearing location) — hearings can sit in HCMC with the seat still Paris.
ICC proceedings: what to know
- Costs: ICC fees scale with the amount in dispute (published scales) — large disputes cost seriously; advances on costs apply.
- Expedited procedure: lower-value disputes use the Expedited Procedure — faster, sole arbitrator.
- Emergency arbitrator: for urgent relief before the tribunal forms — the ICC’s Emergency Arbitrator.
- Time limits: draft awards due within 6 months (extendable) — far quicker than most courts.
- Scrutiny: the ICC Court reviews every draft award — quality up, annulment risk down.
Enforcing awards in Vietnam
Having won ICC arbitration (Paris seat), to enforce in Vietnam (opponent’s assets there):
- New York Convention 1958: Vietnam is a member — foreign awards are recognised and enforced in Vietnam, subject only to narrow refusal grounds (invalid agreement, procedural breach, public-policy violation).
- Procedure: petition the People’s Court for recognition — under the Civil Procedure Code and Commercial Arbitration Law 54/2010.
- Practice: Vietnamese courts grow friendlier to foreign awards, but “public policy” remains an invoked ground — draft contracts compliant with Vietnamese law from the start.
Enforcing awards in France
Conversely, enforcing in France (French opponent’s assets): France is an award-enforcement paradise — exequatur is quick, refusal grounds very narrow, French courts rarely refuse. French assets (bank accounts, real estate, shares) can be seized after exequatur. Note: on awards annulled at the seat — France follows the doctrine that enforcement remains possible (the famous Putrabali cases) — but never count on it; get it right from the start.
Risks and notes
Cost risk: ICC arbitration is expensive — tribunal fees + two-country counsel can exceed small claims; sub-~USD 500,000 disputes merit the Expedited Procedure or domestic arbitration (VIAC). Defective-clause risk: a sloppy arbitration clause (unclear seat or rules) = disputing about the dispute — costing 1–2 extra years. Enforcement risk: winning against an opponent with no remaining assets — investigate assets before suing, and seek emergency relief to freeze early.
Frequently asked questions
Why do French–Vietnamese disputes choose ICC arbitration?
The ICC is the largest international commercial arbitration institution (Paris HQ): neutral, international-standard rules, Court scrutiny of draft awards, and wide enforceability via the 1958 New York Convention.
How does the seat differ from the hearing venue?
The seat decides the applicable procedural law (e.g., Paris seat = French arbitration law); the venue is just where hearings sit — hearings can be in HCMC with the seat still Paris.
How are ICC awards enforced in Vietnam?
Via the 1958 New York Convention: petition the People’s Court for recognition under the Civil Procedure Code and Arbitration Law 54/2010; refusal grounds are narrow.
Is ICC arbitration expensive?
Yes — fees scale with dispute value plus two-country counsel; small disputes should use the Expedited Procedure or domestic arbitration (VIAC).
Contact FLAT Law Firm
FLAT Law Firm advises on ICC clauses for French–Vietnamese contracts: drafting, representation and award enforcement in both countries. Contact us before signing.
This article has been quality-reviewed by the FLAW AI Legal Council
