Summary of Judgments on Sales Contract Disputes Involving Foreign Parties

June 6, 2025 | Guidelines, Litigation in Vietnam

A Compilation of Judgments on Disputes Concerning Contracts for the Sale of Goods where the Litigant is an Individual or Organization with an Address or Headquarters Abroad. This compilation of judgments is intended for research and academic purposes. Any reproduction for commercial purposes is strictly prohibited.

No.	Judgment	Court	Summary
1	06/2024/KDTM-ST	The People's Court of Binh Duong Province	The plaintiff (Company D) has provided sufficient legal evidence proving the contracts, transactions, and the outstanding debt of 18,840 USD owed by Company N; The defendant failed to appear before the Court to defend its rights and interests; The trial panel finds that the plaintiff's evidence is in accordance with the provisions of law and is not contrary to social morals; Therefore, the Court accepts the plaintiff's claim, ordering the defendant to pay the amount of 18,840 USD, along with late payment interest at a rate of 10% per annum.
2	1431/2023KDTM-ST	The People's Court of HCM city	There are sufficient grounds to determine that the two parties executed Sales Contract No. SUP20200711-101. The plaintiff has proven the transfer of 382,847.00 USD to the defendant. Furthermore, in the Meeting Minutes dated November 26, 2020, the defendant's own legal representative acknowledged the receipt of the money and committed to a refund within 30 days, but failed to execute this commitment. Therefore, the plaintiff's claim for the return of the principal amount of 382,847 USD has sufficient grounds for acceptance. Regarding the request for interest calculation: As the parties had no agreement on the interest rate for late payment, the plaintiff's request to apply the interest rate as stipulated in Article 306 of the 2005 Commercial Law is well-founded. The Court determines the average market interest rate for overdue debts to be 12.25% per annum and accepts the plaintiff's request for the calculation of interest. General Conclusion: The trial panel accepts the plaintiff's claims in their entirety, and this finding is consistent with the opinion of the Procuracy's representative. The defendant shall bear the court fees.
3	1343/2023/KDTM-ST	The People's Court of HCM city	The trial panel recognizes that Sales Contract No. PCV30-10/HDMBKT/PCV-DD, executed between the two parties, is lawful, thereby giving rise to the rights and obligations of the parties. The plaintiff (Company H) duly performed its obligation by transferring the deposit amount of 106,463.50 USD to the defendant (Company P) on November 23, 2020. The defendant committed a material breach of the contract by failing to deliver the goods to the plaintiff by the agreed deadline of December 7, 2020. This act of non-delivery is deemed a repudiation of the contract. Pursuant to Clause 2, Article 328 of the 2015 Civil Code and Article 6 of the contract, the plaintiff's demand for the defendant to return the deposit amount is entirely well-founded and accepted.
4	17/2025/KDTM-PT.	The High People's Court in Ho Chi Minh City	The Court does not accept the plaintiff's argument that the defendant (Company T9) breached the contract by delivering goods of inferior quality. The evidence submitted by the plaintiff (the goods inspection report) was determined to be unreliable and showed signs of fabrication, for the following reasons: The company whose factory was stated as the inspection location has denied that any inspection occurred at its premises. The plaintiff's director was recorded as being present at the inspections; however, according to immigration data, he was not in Vietnam at the material time. The total weight of the goods stated as inspected is inconsistent with the amount paid. The Court accepts the defendant's arguments and evidence asserting that Sales Contract No. BK002/050-150 is a sham transaction. The evidence (the timing of the money transfer coinciding with the establishment of a new company and the purchase of a factory; text messages discussing the creation of refund documentation) proved that the true purpose of the 3,270,800 USD transfer was not to purchase pangasius fish, but rather to execute a separate agreement on a capital contribution to acquire a seafood processing factory. The sales contract was created solely to legitimize the transfer of funds from abroad into Vietnam. Decision of the Court Based on the foregoing findings, the appellate trial panel resolves: To dismiss the entire appeal of the plaintiff, Company T8.,L. To uphold the first-instance judgment No. 03/2024/KDTM-ST, dated September 4, 2024, issued by the People's Court of Long An Province. Specifically: The plaintiff's request to rescind the sales contract is denied. The defendant's counterclaim is accepted: Sales Contract No. BK002/050-150 is declared null and void.
5	60/2022/KDTM-PT	The High People's Court in Ho Chi Minh City	The Court does not accept the statement of the plaintiff (C.LTD.STI Company) that the two parties had agreed to reduce the contract value, because the evidence presented (WhatsApp messages) is unclear and is not acknowledged by the defendant. The Court rejects the defendant's argument that it had the right to withhold delivery of the goods due to the plaintiff's late payment. The Court affirms that the defendant's refusal to deliver the goods and its action of having the goods returned to Vietnam were contrary to legal provisions, for the following reasons: The executed contract contains no clause that permits the seller to refuse delivery under such circumstances. The 2005 Commercial Law also provides no regulation for such an action. Instead, when a buyer delays payment, the seller only has the right to demand interest and compensation for damages (if any), but does not have the right to refuse delivery. As the defendant received the full amount of 163,793.40 USD from the plaintiff but failed to deliver the goods, the first-instance court's decision to compel the defendant to refund this amount is well-founded and in accordance with the law. Therefore, the appellate trial panel resolves to dismiss the defendant's appeal and uphold the first-instance judgment. Decision of the Court (Appellate Level) To deny the appeal of the defendant, N. Import-Export Company Limited. To uphold the first-instance commercial business judgment No. 02/2022/KDTM-ST, dated April 19, 2022, of the People's Court of Dong Thap Province, with the following key rulings: To partially accept the claims of the plaintiff, C.LTD.STI Company: To order N. Import-Export Company Limited to pay C.LTD.STI Company the sum of 163,793.40 USD, which is equivalent to 3,788,705,000 VND. To deny the request of C.LTD.STI Company for late payment interest calculated from July 31, 2020, to April 19, 2022. To deny the counterclaim of N. Import-Export Company Limited.
6	57/2021/KDTM-PT	The High People's Court in Ho Chi Minh City	Here is the translation of the provided text, rendered in a formal, legal style: The trial panel denies the plaintiff's appeal and upholds the first-instance judgment based on the following key findings: Fault Lies with the Plaintiff in Goods Delivery: The Court determines that the plaintiff itself was at fault for the delayed delivery of the shipment of 2,808 pairs of shoes (Purchase Order SS17), due to its continuous changes of the delivery address. Subsequently, the plaintiff also breached its payment obligation for this shipment. Plaintiff Acknowledges Defective Goods Were Not Defendant's Fault: Regarding the shipment alleged to be defective, the Court cites emails in which the plaintiff acknowledged that the quality issue was not due to a manufacturing fault on the part of the defendant, but was instead caused by the quality of raw materials (shoe insoles) sourced from a different supplier. Plaintiff Unilaterally Deducted Money Contrary to Agreement: The plaintiff unilaterally deducted 23,510.32 USD for transportation costs when making payment to the defendant, despite the fact that the two parties had not jointly tallied and determined these costs as stipulated in their agreement for handling defective goods. The Destruction of Shoes Was at the Plaintiff's Request: Regarding the 2,015 pairs of shoes for which the plaintiff demands compensation for non-delivery, the Court determined that these shoes had been fully manufactured by the defendant, but the plaintiff delayed accepting the shipment for almost a year. Based on email correspondence and the testimony of a witness (Mr. Nguyen Thanh Ch.), the Court concluded that it was the plaintiff itself that requested the defendant destroy these shoes due to a decline in their quality after being in storage for an extended period. Therefore, the plaintiff's claim for compensation is unfounded.
7	29/2021/KDTM-PT	The High People's Court in Ho Chi Minh City	Contradictions in the Case File: The Court finds that there are material inconsistencies among the documents in the case file. On the one hand, an Import Entrustment Contract indicates that Q.M.T Company was merely the party entrusted with importing the shipment on behalf of Mr. Pham Dan H. On the other hand, records from the customs authority show that Q.M.T Company was the direct purchaser from Company B under a separate sales contract. Plaintiff's Request for Expert Examination: The plaintiff asserts that the sales contract in the customs file is a forgery and has requested the Court to solicit an expert examination of the signature and seal for clarification. Shortcomings of the First-Instance Court: The first-instance court failed to investigate and clarify material facts, such as the reason for the change of the consignee on the bill of lading and the actual relationship between the parties involved. Conclusion: The appellate trial panel holds that the expert examination is necessary to determine the objective truth of the case. As this is a newly arisen detail that cannot be rectified at the appellate hearing, the Court, in concurrence with the opinion of the Procuracy, resolves to set aside the first-instance judgment for the case to be reinvestigated and retried.
8	872/2018/KDTM-ST	The People's Court of HCM city	The trial panel confirms that a sales transaction existed between the two parties, wherein the plaintiff (SE Corp) delivered goods to the defendant (V Joint Stock Company), but the defendant has not made full payment for the said goods. The most critical piece of evidence is the "debt reconciliation statement" dated May 24, 2017, in which the defendant itself signed to confirm that it still owed the plaintiff the sum of 7,741.80 USD. Given the defendant's admission of the debt, the Court finds the plaintiff's request to compel the defendant to pay the outstanding amount for the goods to be entirely well-founded and acceptable.
9	255/2024/KDTM-ST	The People's Court of HCM city	Confirmation of Transaction: There are sufficient grounds to determine that the two parties executed Sales Contract No. ASHUSH-SAM/2020/1 for medical gloves on December 23, 2020. Confirmation of Deposit Payment: The plaintiff transferred a deposit of 264,000 USD to the defendant's account. S2 Commercial Joint Stock Bank (SHB) also provided written confirmation that the defendant's account received the full amount of 264,000 USD from the plaintiff on January 5, 2021. Breach by the Defendant: After receiving the deposit, the defendant failed to deliver the goods as agreed and was unable to provide evidence proving that it had either delivered the goods or refunded the deposit. Acceptance of the Claim for Deposit Refund: The plaintiff's demand for the defendant to refund the deposit of 264,000 USD is well-founded and accepted. Acceptance of the Claim for Breach Penalty: The contract stipulates, "In the event the Seller fails to deliver the goods... the Seller shall refund the deposit to the Buyer and be subject to a penalty... (the total penalty not to exceed 3% of the deposit amount)." Therefore, the plaintiff's demand for the defendant to bear a penalty of 3% of the deposit amount (equivalent to 7,920 USD) is well-founded. Suspension of the Claim for Interest: The Court acknowledges the plaintiff's voluntary withdrawal of its claim for late payment interest on the deposit amount and hereby suspends the proceedings in respect of this portion of the claim. Conclusion: The trial panel accepts the plaintiff's claims, ordering the defendant to refund the deposit and pay the breach penalty. This finding is consistent with the opinion of the Procuracy's representative. The defendant shall bear the entirety of the court fees. Decision of the Court To accept the claims of Ashush H Ltd. To order S Joint Stock Company to refund to Ashush H Ltd. a total amount of 271,920 USD (equivalent to 6,719,143,200 VND), which comprises: Deposit amount: 264,000 USD. Breach penalty: 7,920 USD. To suspend the claim of Ashush H Ltd. regarding the payment of interest by S Joint Stock Company on the deposit amount of 264,000 USD.

Source: https://congbobanan.toaan.gov.vn/

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