APPLICATION OF TRANSITIONAL PROVISIONS UNDER THE CIVIL CODE 2015 AND PRECEDENT NO. 55/2022/AL

I. Provisions of the Civil Code 2015

According to the provisions of Article 688 of the Civil Code 2015 ("CC 2015") regarding Transitional Clauses:

1. For civil transactions established before the effective date of this Code, the application of law is prescribed as follows:

a) Civil transactions that have not been performed and have contents and forms different from the provisions of this Code shall continue to be implemented in accordance with the Civil Code No. 33/2005/QH11 and its guiding documents, unless the parties agree to amend or supplement the contents and forms of the transaction to comply with and apply this Code. For civil transactions currently being performed that have contents and forms different from the provisions of this Code, the provisions of the Civil Code No. 33/2005/QH11 and its guiding documents shall apply;

b) Civil transactions that have not been performed or are being performed and have contents and forms consistent with the provisions of this Code shall be subject to this Code;

c) Civil transactions completed before the effective date of this Code that involve disputes shall be resolved in accordance with the Civil Code No. 33/2005/QH11 and its guiding documents;

d) The statute of limitations shall be applied in accordance with the provisions of this Code.

2. This Code shall not apply to protests under cassation or re-opening procedures for cases already settled by the Court in accordance with civil law before the effective date of this Code.

Thus, for civil transactions established before the effective date of the CC 2015 but not yet performed, or currently being performed with contents and forms consistent with the CC 2015, the provisions of the CC 2015 shall apply.

II. Precedent No. 55/2022/AL

“[6] Regarding the duration of the transaction, as determined by both parties from the establishment of the transaction until the Defendant completes the obligation to transfer the title in the Certificate of Land Use Rights to the Plaintiff, this is a transaction currently being performed. Since the contents and forms are consistent with the provisions of the Civil Code 2015, the application of the Civil Code 2015 is in accordance with Point b, Clause 1, Article 688 of the Civil Code 2015.

Therefore, although at the time the parties agreed on the transfer of land use rights, the Defendant had not been granted the land and only a handwritten note was made to record the agreement; however, when the land was granted, the parties modified the agreement orally to transfer Plot 877 and continued to perform the contract by making further payments, handing over the land, and delivering the Certificate of Land Use Rights. The moment the Certificate was delivered in the Defendant's name, the conditions for transfer were met.

Pursuant to Article 116 and Clause 2, Article 129 of the Civil Code 2015, although the land use right transfer transaction did not comply with the formal requirements under Clause 1, Article 502 of the Civil Code 2015, the Plaintiff had paid the Defendant 110,000,000 VND, and the Defendant had handed over the land use rights to the Plaintiff, meaning more than 2/3 of the obligations in the transaction had been performed. Therefore, the transaction is recognized as valid..."

In summary: Even if a transaction was established before the CC 2015 took effect, if its content and form comply with the CC 2015, the CC 2015 shall be applied.

III. Conclusion

Through the analysis of Article 688 of the CC 2015 and the practical application in Precedent No. 55/2022/AL, we can clearly see the spirit of modern law: Prioritizing the stability of transactions and protecting the legitimate interests of parties when their agreements align with new regulations. Applying the CC 2015 to previously established transactions is not a forced measure, but a flexible mechanism to resolve formal obstacles (such as handwritten documents) if the essence of the transaction meets all performance conditions.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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