Compilation of Judgments on Apartment Sale and Purchase Contract Disputes

I. Appellate Judgment No. 449/2025/DS-PT on Disputes Over Delayed Apartment Handover

1. General overview of the dispute

• Appellate Adjudicating Body: The High People's Court in Ho Chi Minh City (public hearings held on May 6 and May 13, 2025).

• Appealed Judgment: First-Instance Civil Judgment No. 921/2024/DS-ST dated October 24, 2024, rendered by the People's Court of Ho Chi Minh City.

• Subject Matter of Dispute: Apartment Sale and Purchase Agreement for Apartment No. 25.13 under the Lumière Riverside Project, with a total contractual value of VND 11,286,420,702.

2. Contractual timeline and origin of the outstanding liabilities

• Establishment of initial transaction: On September 29, 2021, the parties entered into a Long-Term Lease Agreement coupled with a covenant to convert into a Sale and Purchase Agreement upon fulfillment of statutory and project conditions.

• Execution of official agreement: On August 22, 2022, the parties executed the Apartment Sale and Purchase Agreement for Apartment No. 25.13. The Plaintiff completed cumulative payments amounting to 95% of the total contract value (equivalent to VND 10,781,017,395).

• Contractual handover milestones:

  • Target Handover Date: June 30, 2023.

  • Notice of Schedule Adjustment: Due to social distancing measures and supply chain disruptions, the developer extended the handover date to October 31, 2023.

  • Official Handover Notice: On October 28, 2023, the developer completed acceptance inspections and issued an invitation notice for the handover of the apartment.

• Actual handover date: February 1, 2024 (a delay of 216 days from the initial target date of June 30, 2023). This period of delay served as the primary basis upon which the Plaintiff initiated litigation claiming contractual delay penalties.

3. Arguments and legal positions of the parties before the Court

Position of the Plaintiff

• The Defendant bore the contractual obligation to complete and hand over the apartment on June 30, 2023, but failed to effectuate physical handover until February 1, 2024.

• The delay period totaled 216 days. Pursuant to the agreed penalty clause at an interest rate of 0.05% per day, the Plaintiff petitioned the Court to compel the Defendant to pay a total penalty sum of VND 1,164,349,879.

Position of the Defendant (P Co., Ltd.)

• Regarding the effective operational date: The transaction constituted an ongoing, uninterrupted legal relationship originating from the Lease Agreement dated September 29, 2021, rather than being confined solely to the date the official Sale and Purchase Agreement was signed.

• Regarding objective impediments: Construction progress was directly hindered by force majeure events (the COVID-19 pandemic resulting in stringent nationwide lockdowns, severe building material supply chain bottlenecks, and geopolitical volatility stemming from the Russia–Ukraine conflict).

• Regarding the purchaser’s fault: The developer completed statutory acceptance and tendered the handover invitation on October 28, 2023 (prior to the extended target date of October 31, 2023). The extension until February 1, 2024, arose because the Plaintiff made the handover installment payment past the due date (on November 13, 2023) and intentionally delayed signing the handover minutes over minor cosmetic defects (scratches, wall paint smudges) which did not legally warrant refusal of handover.

4. Court Judgment and Legal Findings

The Appellate Panel of the High People's Court in Ho Chi Minh City dismissed the Plaintiff's entire appeal and upheld the first-instance judgment, grounded upon the following principal legal findings:

• Continuous validity of the transaction: Although the official Sale and Purchase Agreement was executed on August 22, 2022, the mutual covenants of the parties created binding legal rights and obligations commencing from the Lease Agreement on September 29, 2021.

• COVID-19 pandemic qualified as a force majeure event: The project construction phase coincided with nationwide containment measures and lockdowns. Pursuant to Article 156, Clause 1 of the 2015 Civil Code and the contractual liability-exemption clauses, the period of objective disruption cannot be factored into the assessment of delay penalties.

• Minor cosmetic defects do not constitute grounds to refuse handover: Minor and localized cosmetic imperfections (such as surface scuffs or minor paint stains) do not compromise structural safety standards, regulatory technical building codes, or the core habitable functionality of the residential unit. Such matters fall under warranty rectification liabilities and do not entitle the purchaser to refuse handover.

• Court fee liability: The Plaintiff shall bear the entire first-instance civil court fee of VND 46,930,496 and the appellate civil court fee of VND 300,000.

II. Judgment No. 48/2022/DS-ST: Legal Lessons on Apartment Lease Contract Disputes and Foreigners' Rights

1. Overview of the Dispute

• Adjudicating Body: People's Court of Da Nang City (publicly adjudicated on September 9, 2022).

• Plaintiff: Mr. K (Japanese nationality; authorized representative: Ms. Ngo Thi H).

• Disputed Legal Relationship: Dispute over the request for performance of payment obligations.

2. Conclusion Progress and Origin of Debt

• Initial Transaction: On September 7, 2018, Mr. K signed Apartment Sale and Purchase Contract No. 20/2018/HĐMBCH-A-F.HOME for Apartment X on the 11th floor, Block A, F.Home Apartment Building. On the same day, the two parties signed a contract leasing the apartment back to Company T for a term of 10 years for business operations.

• Process of Debt Generation:

  • In November 2019, Company T transferred the management rights of the apartment building to Company Z.

  • On November 30, 2019, Company T established a Lease Contract Liquidation Record, confirming an outstanding debt of VND 197,373,324 in rent owed to Mr. K (this debt was subsequently re-confirmed in Notice No. 67/DNF dated June 9, 2020).

  • Thereafter, Mr. K signed a lease contract with Company Z, which was liquidated in April 2020 (Company Z paid in full). Due to Company T's prolonged failure to pay the debt of VND 197,373,324, Mr. K initiated a lawsuit at the Court.

3. Views and Arguments of the Parties at Court

• Plaintiff's Opinion: Initially requested that Company T continue performing the sale and purchase contract to carry out procedures for issuing the Certificate of Ownership of the Apartment. However, during the resolution process, the plaintiff voluntarily withdrew this request. Concurrently, the plaintiff added a request to compel Company T to pay the entire principal debt (VND 197,373,324) and late payment interest at a rate of 10% per year for 998 days (from December 1, 2019, to August 25, 2022), amounting to VND 53,966,733. The total claimed amount was VND 251,340,058.

• Defendant's Opinion: Company T was duly summoned by the Court for the second time but was absent without a valid reason, demonstrating an uncooperative attitude during the dispute resolution process.

4. Court Ruling and Legal Assessment

• Regarding Procedure: The Court decided to try the case in the defendant's absence in accordance with civil procedural law and accepted the plaintiff's partial withdrawal of the lawsuit petition to suspend proceedings regarding the issuance of the Apartment Ownership Certificate.

• Regarding the Legal Status of Foreigners' Apartments: According to verification from the Department of Construction and the Department of Natural Resources and Environment of Da Nang City, Apartment X is ineligible for the issuance of a Certificate of Ownership to foreigners.

• Regarding Payment Obligations: The Court held that even though Mr. K is not the legal owner of the apartment (due to restrictive regulations applicable to foreigners), the apartment lease transaction between the parties was entirely factual and confirmed in writing by Company T.

• Official Ruling:

- Accept all remaining claims of the plaintiff.

- Compel Joint Stock Company T to pay a total amount of VND 251,340,058 (including VND 197,373,324 in principal debt and VND 53,966,733 in late payment interest pursuant to Article 357 and Article 468 of the 2015 Civil Code).

- Allocate first-instance civil court fees and refund the advance court fee to the plaintiff in accordance with the law.

III. Judgment No. 15/2022/DS-ST: Declaring an Apartment Sale and Purchase Contract with a Foreigner Void

1. Overview of the Dispute

• Adjudicating Body: People's Court of Khanh Hoa Province (publicly adjudicated on September 9, 2022).

• Subject Matter of Dispute: Commercial Apartment Sale and Purchase Contract No. 21.12/HĐ of the Napoleon Castle Apartment Project.

2. Conclusion Progress and Origin of Debt

• Transactions and Obligations Performed:

  • On November 1, 2017, Mr. Lewis Daniel A and Company C Co., Ltd. signed Apartment Sale and Purchase Contract No. 12 on the 21st floor (area 74.3m²) of the Napoleon Castle Apartment Project with a total value of VND 2,037,107,093.

  • The plaintiff received handover of the apartment and paid the defendant a total of VND 2,056,267,538 (including: VND 1,935,252,319 for housing payments phases 1–8; VND 83,976,908 for late progress penalty interest; VND 37,038,311 for maintenance fees).

• Grounds for Lawsuit:

  • On October 9, 2019, the Department of Construction of Khanh Hoa Province issued Official Dispatch No. 3654/SXD-QLN requiring Company C Co., Ltd. to terminate sales and liquidate contracts with foreign individuals because the Napoleon Castle Apartment Project had not been announced by competent authorities as belonging to areas where foreign organizations and individuals are permitted to own housing under Articles 75 and 76 of Decree 99/2015/NĐ-CP.

  • As he could not legally own the apartment and disagreed with the resolution plans proposed by the defendant, the plaintiff initiated a lawsuit at the Court.

3. Views and Arguments of the Parties at Court

• Plaintiff's Claims:

  1. Declare Apartment Sale and Purchase Contract No. 21.12/HĐ dated November 1, 2017, between the two parties void.

  2. Compel Company C Co., Ltd. to return the entire received amount of VND 2,056,267,538.

  3. Compel Company C Co., Ltd. to compensate for the apartment price difference (provisional calculation of VND 170,000,000).

• Defendant's View: Company C Co., Ltd. was duly served with procedural documents but was absent from the second court session without a valid reason, showing non-cooperation during the case resolution.

4. Court Ruling and Legal Assessment

• Regarding Procedural Rules: The defendant was duly summoned but was absent without a valid reason; the Court proceeded with a trial in absentia pursuant to civil procedural law.

• Regarding Contract Voidness: Company C Co., Ltd.'s sale of an apartment to a foreign individual when the project had not been announced by competent state authorities as lying within an area where foreigners are permitted to own housing lacks legal basis and severely violates regulations in Decree 99/2015/NĐ-CP.

• Regarding Restitution Responsibility: The defendant has been unable to perform procedures for issuing a house ownership certificate to the plaintiff as committed. The plaintiff's request to declare the contract void and compel Company C Co., Ltd. to return VND 2,056,267,538 is entirely well-founded.

• Court Ruling:

1. Accept all claims of the plaintiff, Mr. Lewis Daniel A:

• Declare Apartment Sale and Purchase Contract No. 21.12/HĐ dated November 1, 2017, between Mr. Lewis Daniel A and Company C Co., Ltd. void.

• Compel Company C Co., Ltd. to refund Mr. Lewis Daniel A the sum of VND 2,056,267,538.

2. Court Fees and Procedural Costs:

• Company C Co., Ltd. shall bear VND 73,125,350 in first-instance civil court fees.

• Refund VND 4,550,000 in advance court fees to Mr. Lewis Daniel A and compel Company C Co., Ltd. to reimburse the plaintiff VND 4,500,000 for measuring and valuation costs.

IV. Appellate Judgment No. 332/2026/DS-ST: Legal Lessons on Apartment Sale and Purchase Contract Disputes Due to Delayed Handover and Handling of Force Majeure Events

1. Overview of the Dispute

• Adjudicating Body: People's Court of Da Nang City (publicly adjudicated on appellate review on September 15, 2026).

• Appealed Judgment: First-instance civil judgment No. 391/2026/DS-ST dated June 24, 2026, of the People's Court of District 10 - Da Nang.

• Subject Matter of Dispute: Apartment Sale and Purchase Contract No. 026/HĐMB/HAGS-JUPITER-218 of the HOIAN GOLDEN SEA Hotel and Luxury Apartment Complex Project (Apartment No. 218, Jupiter Tower).

2. Case Content and Claims of Litigants

• Transaction and Implementation Process:

  • On October 29, 2019, the two parties signed Sale and Purchase Contract for Apartment 218, Jupiter Tower, with a total value of VND 3,451,140,000. Ms. M paid the defendant VND 2,377,929,276.

  • The scheduled handover deadline agreed upon was Q3 2020 (no later than September 30, 2020). However, by the time of the first-instance trial (June 2026), the project remained unfinished and unhanded over.

• Plaintiff's Claims:

- Terminate Apartment Sale and Purchase Contract No. 026/HĐMB/HAGS-JUPITER-218.

- Compel Joint Stock Company D to return a total of VND 3,506,957,000, including:

• Paid principal: VND 2,377,929,276.

• Contract violation penalty (8%): VND 190,234,342 (pursuant to Article 12.2.b of the Contract).

• Late handover interest: VND 938,793,448 (calculated from October 1, 2020, to June 24, 2026, being 2,092 days, voluntarily deducting 21 months / 651 days affected by the COVID-19 pandemic, applying an interest rate of 10%/year).

• Defendant's Appellate Arguments (Joint Stock Company D):

  • Project delays were caused by the outbreak of the COVID-19 pandemic along with social distancing orders.

  • Due to changes in land regulations concerning "Marine Border" areas, the project had to execute procedures to convert land use purposes from "residential land" to "commercial and service land" and extend the Construction Permit, leading to administrative delays. The defendant argued that these were objective reasons/force majeure events, and thus refused contract cancellation, penalties, and compensation.

3. Appellate Court's Assessment

• Regarding the Impact of the COVID-19 Pandemic: The first-instance court recognized Decision No. 214/QĐ-UBND dated January 13, 2026, of the Da Nang City People's Committee and properly deducted 21 months (651 days) of pandemic disruptions as a force majeure event when calculating late handover interest. The plaintiff also accepted this deduction.

• Regarding Administrative Hurdles and Land Conversion: Legal, planning, permit extension risks, and land financial procedures fall within the scope of responsibilities and business risks of the developer. Delays in completing internal legal procedures do not constitute a force majeure event under Clause 1, Article 156 of the 2015 Civil Code to wholly exempt the handover obligation.

• Regarding Violation of the Handover Deadline: The handover delay lasted nearly 6 years (even after deducting 21 months for the pandemic), far exceeding the 90-day grace period permitted under Article 12.2.b of the Contract. Therefore, the plaintiff's requests to terminate the contract, refund the principal, apply an 8% penalty, and pay late handover interest are entirely well-founded in law.

4. Final Appellate Ruling

• Reject the appeal of the defendant, Joint Stock Company D; uphold First-Instance Civil Judgment No. 391/2026/DS-ST.

• Declare the termination of Apartment Sale and Purchase Contract No. 026/HĐMB/HAGS-JUPITER-218 as of June 24, 2026.

• Compel Joint Stock Company D to refund Ms. Tran Thi M a total of VND 3,506,957,000 (including: principal VND 2,377,929,276, penalty VND 190,234,342, late handover interest VND 938,793,448).

• Court Fees: Joint Stock Company D shall bear VND 102,319,140 in first-instance civil court fees and VND 300,000 in appellate civil court fees.

• The appellate judgment takes legal effect from the date of pronouncement (September 15, 2026).

V. Appellate Judgment No. 114/2025/DS-PT: Resolution of Apartment Sale and Purchase Contract Disputes, Management Lease Contracts, and Bank Mortgage Enforcement

1. Overview of the Dispute

• Adjudicating Body: People's Court of Binh Dinh Province (publicly adjudicated on appellate review on June 16, 2025).

• Appealed Judgment: First-instance civil judgment No. 08/2025/DS-ST dated January 7, 2025, of the People's Court of Quy Nhon City, Binh Dinh Province.

• Subject Matter of Dispute: Apartment Sale and Purchase Contract No. 25B12A/2018/HĐMBCH-THECOASTALHILL of Urban Area Project S (The Coastal Hill Quy Nhon).

2. Case Content and Arising Disputes

• Sale and Leaseback Transactions:

  • On July 31, 2018, Mr. H signed Apartment Sale and Purchase Contract No. 12A, floor E, Z (area 40m²) in the project for VND 2,095,400,000. Mr. H paid VND 1,990,630,000 (95% of value).

  • The expected apartment handover deadline was Q4 2018, extended at most to September 30, 2019. However, FLC experienced prolonged delays in handover.

  • On January 8, 2019, Mr. H signed an Asset Lease and Management Contract, leasing the apartment back to FLC for business with a committed minimum profit of 10%/year. FLC only paid rent up to June 30, 2019 (totaling VND 171,141,819) and then ceased payments.

  • Bank Loan: To purchase the apartment, Mr. H and his wife borrowed VND 1,000,000,000 from PVB Bank (mortgaging asset rights arising from the Apartment Sale and Purchase Contract). The loan balance at the time of trial was VND 1,130,509,301.

• Parties' Claims:

  • Plaintiff (Mr. H): Unilaterally terminated the Sale and Purchase Contract starting September 28, 2020, due to FLC's handover delay exceeding 180 days; requested FLC to refund VND 1,990,630,000 in principal, VND 152,392,000 in violation penalty (8%), and VND 515,627,000 in late handover interest (totaling VND 2,658,649,000).

  • Defendant (FLC): Cited the COVID-19 pandemic and changes in legal policy on Condotels as force majeure events, thus refusing to pay penalty interest or cancel the contract.

  • FLC Resort (Interested Party): Demanded Mr. H pay penalties and compensation of VND 369,616,239 (including refunding received rent and an 8% penalty) due to the unilateral termination of the Apartment Lease Contract.

  • PVB Bank: Requested that Mr. H and his wife repay the loan; in case of termination of the Sale and Purchase Contract, requested attachment and liquidation of the apartment's asset rights to recover the debt.

3. Appellate Court's Assessment

- Regarding the Unilateral Termination of the Sale and Purchase Contract:

- The final handover deadline was September 30, 2019, but FLC delayed handover beyond 180 days. FLC failed to provide written notice of a force majeure event to the customer within 5 days as agreed under Article 14.3 of the Contract. Therefore, Mr. H had the right to unilaterally terminate the contract pursuant to Articles 12.2.2 and 15.1.3 of the Contract.

- Regarding the Asset Lease and Management Contract: This is a subsidiary contract whose effectiveness depends on the Sale and Purchase Contract (the primary contract). When the primary contract is terminated, the subsidiary contract naturally terminates without fault on Mr. H's part. Therefore, the Court rejected all of FLC's claims for compensation/penalties.

- Regarding Enforcement of PVB Bank's Collateral: The apartment remains under construction, unused, and since the Sale and Purchase Contract has been terminated, the apartment no longer belongs to Mr. H and his wife. Consequently, the Court dismissed PVB's request to liquidate the mortgaged asset, and instead compelled FLC to transfer the entire refund amount directly into Mr. H's account at PVB for the bank to recover its debt.

3. Final Appellate Ruling

• Reject the appeals of Joint Stock Company T6 (FLC) and Commercial Joint Stock Bank D1 (PVB); uphold First-Instance Civil Judgment No. 08/2025/DS-ST dated January 7, 2025, of the People's Court of Quy Nhon City:

  • Declare the termination of Apartment Sale and Purchase Contract No. 25B12A.

  • Compel FLC to pay Mr. H and Ms. L2 a total of VND 2,658,649,000 (including: principal VND 1,990,630,000, 8% penalty VND 152,392,000, late handover interest VND 515,627,000).

  • Declare the termination of the Asset Lease and Management Contract; Reject FLC's claim demanding Mr. H to return rent and pay compensation.

  • Compel FLC to transfer the above amount directly to Mr. H's account at PVB for the bank to recover the loan debt of VND 1,130,509,301.

• Appellate Court Fees: PVB and FLC shall each bear VND 300,000.

• The appellate judgment takes legal effect from the date of pronouncement (June 16, 2025).