Collection of 05 Judgments on Distribution/Agency Contract Disputes

1. Cassation Decision No. 07/2020/DS-GĐT dated July 8, 2020, issued by the High People's Court in Da Nang

• Case Facts: On October 1, 2015, V Co., Ltd. and Ms. Vo Thi B entered into a goods purchase and sale contract and appendices regarding the distribution of plastic furniture products for a 20-year term. However, during implementation, because Ms. B failed to meet sales targets and sold competitors' products, V Company unilaterally terminated the contract in October 2016. V Company filed a lawsuit requesting Ms. B to pay an outstanding principal for goods delivered from April 2016 to September 2016, totaling 1,207,413,249 VND.

  The defendant, Ms. B, disputed this claim, arguing that she had paid cash directly to V Company’s delivery personnel and drivers, but her signed receipt logbook was lost during house construction. Ms. B only admitted to an outstanding balance of 101,375,080 VND for goods delivered in September 2016.

• Rulings of the First-Instance and Appellate Courts:

  • First-Instance Court: In Commercial Judgment No. 08/2019/KDTM-ST dated April 25, 2019, the People's Court of H District partially sustained V Company’s claims, ordering Ms. B to pay 101,375,080 VND for the September 2016 inventory, and dismissed the claim for the period from April to August 2016 (1,106,038,169 VND). The Court also partially accepted the counterclaim, ordering V Company to indemnify Ms. B for 20,000,000 VND.

  • Appellate Court: In Appellate Judgment No. 23/2019/KDTM-PT dated September 26, 2019, the People's Court of Da Nang City modified the first-instance judgment. The court sustained V Company's claims in full, ordering Ms. B to pay the total amount of 1,207,413,249 VND for goods from April to September 2016. Concurrently, V Company was ordered to indemnify Ms. B for 10,000,000 VND, and several other reciprocal claims were suspended.

• Assessment of the High People's Court in Da Nang: The Trial Panel of Cassation found the appellate judgment well-grounded and legally compliant. Specifically:

  • There were sufficient grounds to establish that Ms. B had received the goods based on 87 ex-warehouse vouchers. Although Ms. B denied her signature on several vouchers, she failed to request a forensic signature examination. The fact that these vouchers did not strictly adhere to official invoice templates did not prejudice Ms. B’s lawful rights and interests.

  • Ms. B failed to produce any documents or evidence demonstrating payment, citing misplacement. This meant the defendant failed to execute and waived her burden of proof under the Civil Procedure Code.

  • Since Ms. B had received the goods but failed to prove payment in any form, the Appellate Court’s order for her to settle the full debt of 1,207,413,249 VND to V Company was entirely well-founded. There were no grounds to sustain the protest issued by the Chief Prosecutor of the High People's Procuracy in Da Nang.

• Decision of the High People's Court in Da Nang: Based on the aforementioned assessments, the Judges' Committee of the High People's Court in Da Nang issued Cassation Decision No. 07/2020/DS-GĐT, ruling to:

  • Dismiss the Protest Decision of the Chief Prosecutor of the High People's Procuracy in Da Nang.

  • Uphold Commercial Appellate Judgment No. 23/2019/KDTM-PT dated September 26, 2019, rendered by the People's Court of Da Nang City.

2. Judgment No. 95/2026/KDTM-PT dated March 16, 2026, on "Goods Distribution Contract Dispute", issued by the People's Court of Ho Chi Minh City

• Case Facts: The plaintiff (P Company) filed a lawsuit against the defendant (VTP Electric Appliances JSC), seeking payment of a principal debt of 6,967,050,924 VND and accrued late payment interest arising from Distribution Contract No. FY1820-PSVHCM-VTP signed on May 1, 2018. The total claimed amount was 13,169,886,032 VND.

  The defendant (VTP Company) opposed this claim, asserting that the item prices on the VAT invoices issued by P Company were systematically higher than the actual agreed wholesale prices. VTP Company requested P Company to provide reconciliation documents for the actual quantities received, but this was refused. The defendant asserted that it had overpaid its outstanding balance and asked the Court to review the statute of limitations, given that the plaintiff had unilaterally ceased transactions since October 2019.

• Ruling of the First-Instance Court: In First-Instance Judgment No. 154/2025/KDTM-ST dated September 29, 2025, the Regional People's Court 9 of Ho Chi Minh City sustained P Company’s claims in full, ordering VTP Company to pay P Company a total sum of 13,169,886,032 VND (including 6,967,050,924 VND in principal and 6,202,835,108 VND in interest).

• Assessment of the Appellate Court (People's Court of Ho Chi Minh City): The Appellate Trial Panel found that the first-instance court committed multiple omissions during the proceedings:

  • The lower court failed to verify the actual payment method utilized by the parties (advance payment vs. delivery prior to payment under a credit limit). Clarifying this mechanism is highly critical to establishing the defendant’s payment obligations, calculating late payment interest, and determining the statute of limitations.

  • Despite material contradictions in the statements and evidence presented by the litigants, the first-instance court failed to demand supplementary evidence from the parties as required by the Civil Procedure Code.

  • At the appellate stage, the defendant introduced new facts, showing payments to the plaintiff totaling 6,364,396,104 VND between August and September 2019. However, because the defendant was absent from the hearing, the Trial Panel could not conduct a cross-examination. This new development could not be appropriately investigated and clarified at the appellate level. Therefore, the first-instance judgment must be set aside for re-investigation and retrial.

• Decision of the Appellate Court (People's Court of Ho Chi Minh City): Pursuant to the findings above, the Trial Panel ruled to:

  • Partially accept the appeal of VTP Company and the protest of the Chief Prosecutor of the Regional People's Procuracy 9 of Ho Chi Minh City.

  • Vacate First-Instance Civil Judgment No. 154/2025/KDTM-ST dated September 29, 2025, rendered by the Regional People's Court 9 of Ho Chi Minh City.

  • Remand the case files to the Regional People's Court 9 for retrial under first-instance procedures.

3. Judgment No. 13/2023/KDTM-ST dated October 13, 2023, on "Commercial Business Contract Dispute over the Purchase and Sale of Goods", issued by the People's Court of G City, Kien Giang Province

• Case Facts: On August 18, 2014, the companies entered into Distribution Contract No. UVI-CSE-2014-M14, appointing Q Company as a product distributor for U Company. Throughout their partnership, Q Company repeatedly breached its payment schedules. Despite multiple notifications, Q Company failed to cure its defaults, prompting U Company to serve a notice of contract termination on February 22, 2016.

• Claims: The plaintiff, U Company, requested Q Company to pay a remaining principal of 1,570,038,939 VND for purchased goods along with late payment interest of 724,970,857 VND, totaling 2,295,009,796 VND.

• Defendant's Position: Q Company claimed that delays were caused by U Company unilaterally delivering quantities exceeding the stipulated quotas. Furthermore, the defendant requested U Company to compensate for damages resulting from contract termination, including warehouse rental costs, investments in delivery trucks, and staff salaries.

• Assessment of the Court (People's Court of G City): As the court of first instance, the People's Court of G City established its ruling based on the following findings:

  • The distribution transaction between the two companies was established entirely voluntarily and in compliance with the law.

  • During execution, Q Company received the full amount of inventory but failed to pay on time, constituting a breach of contract. Therefore, U Company's termination notice was justified and legally sound.

  • The plaintiff's calculation of late payment interest complied with the Commercial Law and was recognized by the Trial Panel.

  • Regarding the defendant's counter-claims for damages, since Q Company merely presented these arguments without filing a formal counterclaim with the Court, the Trial Panel lacked a procedural basis to examine or resolve them within this lawsuit.

• Decision of the Court (First-Instance Court of G City): Based on the aforementioned findings, the Court ruled to:

  • Sustain the plaintiff’s (U Company) claims in full.

  • Order the defendant (Q Company) to pay U Company a total sum (principal and interest) of 2,295,009,796 VND.

  • Order Q Company to bear first-instance commercial court fees amounting to 77,900,195 VND.

4. Judgment No. 340/2023/KDTM-PT dated March 23, 2023, on "Dispute over Cooperation and Product Off-take Contract", issued by the People's Court of Ho Chi Minh City

• Litigating Parties: Plaintiff: Quyet Tien Agricultural Cooperative (the Cooperative); Defendant: VLG Agricultural Joint Stock Company (VLG Company).

• Case Facts: On September 4, 2020, VLG Company and the Cooperative entered into an off-take agreement for the cultivation of 300 hectares of ST25 rice (estimated at 1,800 tons). VLG Company committed to purchasing the entire yield at 7,800 VND/kg (plus a handling fee of 70 VND/kg) and to providing an advance payment of 1.5 billion VND to the Cooperative. However, VLG failed to remit the advance, forcing the Cooperative to secure bank loans. At harvest time (January 2021), VLG only bought 780 tons. To avoid spoilage and mitigation of damages, the Cooperative sold the remaining 1,020 tons to a third party at a lower price of 7,650 VND/kg.

• Claims: Initially, the Cooperative sued VLG for price difference damages (153,000,000 VND), management fees (70,000,000 VND), and bank loan interest (52,000,000 VND). The Cooperative subsequently withdrew its claim for bank interest.

• Defendant's Position: VLG Company contested the claim, arguing that the Cooperative unilaterally accepted deposits and sold rice to a third party without notice, thereby breaching the contract. VLG also refused to pay the management fee for the entire 1,800 tons, agreeing only to pay for the 780 tons actually purchased.

• Ruling of the First-Instance Court: In Civil Judgment No. 32/2022/KDTM-ST dated September 29, 2022, the People's Court of District 3, Ho Chi Minh City sustained the plaintiff's claim, ordering VLG Company to pay management fees of 70,000,000 VND. The court dismissed the claims for interest (52,000,000 VND) and price differences (153,000,000 VND) following the plaintiff's voluntary withdrawal.

• Assessment of the Appellate Court (People's Court of Ho Chi Minh City): Following the defendant's appeal against the entire first-instance verdict, the Appellate Trial Panel found that:

  • The management fee (50 VND/kg) was an operational cost VLG Company agreed to pay so that the Cooperative could manage the cultivation standards, land area, and yield as agreed. This fee was independent of the final volume actually purchased by the company.

  • VLG Company failed to provide evidence that the Cooperative breached its administrative and management duties. Therefore, VLG’s refusal to pay the management fee for the unpurchased 1,020 tons was unjustified. The lower court's decision ordering VLG to pay the remaining 70,000,000 VND was entirely well-founded.

• Decision of the Appellate Court (People's Court of Ho Chi Minh City): Based on the grounds above, the People's Court of Ho Chi Minh City ruled to:

  • Dismiss the appeal filed by VLG Company.

  • Uphold First-Instance Civil Judgment No. 32/2022/KDTM-ST dated September 29, 2022, of the People's Court of District 3, Ho Chi Minh City. VLG Company remains liable to pay 70,000,000 VND in management fees to the Cooperative and bear the court fees as regulated.

5. Judgment No. 13/2023/KDTM-PT dated June 30, 2023, on "Investment Cooperation Contract Dispute", issued by the People's Court of Da Nang City

• Litigating Parties: Plaintiff: H Investment Co., Ltd. (H Company); Defendant: G Co., Ltd. (G Company).

• Case Facts: In 2018, facing a capital shortage, G Company (the developer of Project B) signed an Investment Cooperation Contract and a Product Off-take Contract with H Company. Under these agreements, H Company committed to raising 200 billion VND for G Company in exchange for exclusive distribution rights over 127 residential units within the project. Later, the parties signed an addendum, raising H Company's funding commitment to 490 billion VND.

• Dispute Emergence: H Company transferred a portion of the funds but withheld 270 billion VND. H Company justified this withholding as necessary to ensure state tax compliance and protect the interests of 114 sub-investors (third parties) who contributed capital, given that the project was exposed to legal risks. G Company asserted that H Company committed a material breach and served a notice of unilateral contract termination in November 2020.

• Claims & Counterclaims: H Company filed a lawsuit to compel G Company to continue granting exclusive distribution rights for the 127 units. Conversely, G Company filed a counterclaim, demanding that H Company immediately release the withheld 270 billion VND plus late payment interest.

• Ruling of the First-Instance Court: In First-Instance Commercial Judgment No. 01/2023/KDTM-ST dated January 10, 2023, the People's Court of Thanh Khe District, Da Nang City ruled to:

  • Sustain H Company’s claim: Order the parties to resume contract performance. H Company retained the right to distribute the remaining 13 units out of the 127 total units (as 114 units had already been allocated).

  • Sustain G Company’s counterclaim: Order H Company to remit a total of 368,728,287,671 VND to G Company (consisting of 270 billion VND in principal and over 98.7 billion VND in interest).

• Assessment of the Appellate Court (People's Court of Da Nang City): Following H Company's appeal against the entire first-instance judgment, the Appellate Trial Panel found that the lower court had committed serious procedural and substantive errors:

  • Whether the contract between H and G was to be sustained or terminated directly affected the lawful rights of the 114 sub-investors who bought into the units and the 13 individuals currently occupying and managing the remaining 13 units. However, the first-instance court failed to bring these parties into the proceedings as persons with related rights and obligations, severely jeopardizing their legitimate interests.

  • The first-instance court failed to adjudicate all filed claims and rendered an ambiguous verdict—failing to specify the lot and serial codes of the 13 units to be distributed, and failing to define clear timelines and responsibilities regarding property handover and project legal formalization. This rendered the judgment unenforceable. Because these critical procedural omissions could not be remedied at the appellate stage, the first-instance judgment must be set aside.

• Decision of the Appellate Court (People's Court of Da Nang City): Based on the findings above, the People's Court of Da Nang City ruled to:

  • Accept the appeal of the plaintiff, H Investment Co., Ltd.

  • Vacate First-Instance Commercial Judgment No. 01/2023/KDTM-ST dated January 10, 2023, rendered by the People's Court of Thanh Khe District, Da Nang City.

  • Remand the case files to the People's Court of Thanh Khe District for retrial under first-instance procedures.

The complete text of the judgments can be viewed here