I. Judgment No. 08/2025/KDTM-PT: Dispute over trademark assignment agreement & apparent authority

1. Case Overview

• Adjudicating Body: The High People’s Court in Hanoi.

• Judgment Date: September 16, 2025.

• Plaintiff: M International Trading Investment JSC ("Company M").

• Defendant: N Company Limited ("Company N").

• Subject Matter: Assignment Agreement of Trademark "O" No. 3008/2021/HĐCNQSHNH/NLC-RS dated August 30, 2021 (Contract Value: VND 1,200,185,881).

2. Key Arguments

• Plaintiff (Company M): Claimed the agreement was null and void because the former General Director acted ultra vires (without Board approval as required by the Company Charter and violated a 2019 internal restructuring pact), and Company N failed to make direct monetary payments.

• Defendant (Company N): Argued that the signer was the legitimate legal representative on the Enterprise Registration Certificate (ERC). The internal Charter limitations were unknown to third parties. Furthermore, the assignment fee was fully satisfied through a lawful debt offset agreement against outstanding food supply invoices.

3. The Court’s Legal Analysis

• Protection of Bona Fide Third Parties: Under Article 87 of the Civil Code 2015, a legal entity is bound by civil transactions established by its legal representative. Internal limitations in the Company’s Charter are not opposable against a bona fide third party who acted in good faith without notice of such limitations.

• Validity of Debt Offsetting: Settling contractual payment obligations via debt reconciliation and set-off agreements is legally recognized. Company N fulfilled its payment obligations through verified trade debt offsets.

• Ruling: The Court dismissed Company M's appeal in its entirety and upheld the validity of the trademark assignment agreement.

4. Practical Takeaways for Corporate Counsel

• Commercial Verification: Parties acquiring IP assets should rely on the National Business Registration Portal to verify apparent legal authority.

• Internal Governance Control: Charter restrictions do not shield companies against external contracts executed by registered legal representatives. Corporate boards must enforce internal controls over corporate seals, digital signatures, and IP title certificates.