Synthesis of Judgments on Deposit Contracts

The seller shall refund the deposit to the buyer. The Trial Panel acknowledged the agreement between the parties.

Regarding Asset Ownership and Contractual Capacity:
As of December 07, 2020, the defendant was duly registered on the Certificate of Land Use Rights. By February 14, 2022, at the time of executing the Deposit Contract with the plaintiff, the defendant possessed full decision-making authority and assumed complete legal responsibility.

Regarding Delay in Fulfilling Obligations:
The temporary suspension of land registration and ownership transfer, occurring on January 09, 2023, falls outside the period stipulated in the deposit contract signed on February 14, 2022. Consequently, this asserted reason by the defendant is unsubstantiated and lacks merit.

Regarding Deposit and Penalty:
Given that the plaintiff did not receive the agreed-upon transfer, the defendant's obligation to return the deposit is in strict accordance with the contract. The First-Instance Court's order compelling the defendant to repay the deposited amount of VND 1,363,000,000 and the penalty for breach of contract amounting to VND 681,500,000 (totaling VND 2,044,500,000) is therefore well-founded and legally sound.

The defendant's appeals were without basis and were consequently rejected by the Appellate Court. The First-Instance Judgment was accordingly upheld.

The car sale and purchase contract is invalid because the asset is mortgaged at the Bank. The seller must refund the deposit to the buyer.

The deposit contract executed on April 29, 2022, is consistent with legal provisions concerning its content and form, thereby establishing rights and obligations for both parties.

The depositor subsequently failed to fulfill their payment obligation within the stipulated time and amount.

Pursuant to Article 328 of the Civil Code, should the depositor refuse to perform the contract, the deposited asset shall become the property of the deposit recipient. The forfeiture of the deposit by the depositor is, therefore, in accordance with this provision.

The First-Instance Court's decision to dismiss the depositor's lawsuit, which sought the "Declaration of invalidity of the deposit contract and settlement of the contract's consequences" against the deposit recipient, was found to be in conformity with the law.

During the appellate trial stage, the depositor failed to present any new documents or evidence.

Consequently, the Trial Panel rejected the depositor's entire appeal and affirmed the First-Instance Judgment.

The First-Instance Court accurately characterized this as a deposit relationship and resolved the matter in accordance with relevant deposit and penalty deposit regulations, which is lawful. The defendant is found to be at fault for failing to complete the sale and purchase transaction.

Pursuant to Clause 2, Article 328 of the 2015 Civil Code, as the seller is at fault, they must refund the deposit and pay the penalty deposit to the buyer.

Regarding the first deposit of VND 600,000,000: The deposit recipients (6 individuals) were initially obligated to jointly refund the deposit and penalty deposit, totaling VND 1,200,000,000. However, subsequent to an inheritance division decision granting the sole right to dispose of the house and land to the defendant, the defendant is now solely responsible for the entire VND 600,000,000 penalty deposit for this amount.

Regarding the second deposit of VND 714,000,000: The defendant directly received this amount and was found to be at fault, thus is obligated to refund the VND 714,000,000 deposit and an additional VND 714,000,000 as a penalty deposit, amounting to a total of VND 1,428,000,000.

The defendant's total accrued responsibility for the first deposit and its corresponding penalty is calculated as VND 100,000,000 (defendant's share of deposit) + VND 600,000,000 (penalty deposit) = VND 700,000,000.

The Appellate Trial Panel determined that the First-Instance Court resolved the case in accordance with the law. The appeals lodged by the defendant and those with related rights and obligations were deemed to be without basis and were consequently rejected. Accordingly, the First-Instance Judgment was upheld.

Both deposit contracts, executed in May 2017 and specifically on May 25, 2017, stipulated a deposit for the transfer of contributed capital in a company and hotel, totaling VND 57 billion. A deposit of VND 5 billion was duly received by the defendant. The final deadline for signing the transfer contract was set for July 30, 2017. The payment method was to be conducted in accordance with the Contract dated July 19, 2017. However, by the end of July 2017, the two parties failed to proceed with the execution of the transfer contract.

The defendant asserted that the fault lay with the plaintiff for not completing the transfer payment as committed. Even following an extension of the deadline to August 20, 2017, the plaintiff still failed to perform their obligations.

Conversely, the plaintiff contended that they attended the notary office on August 21, 2017, but the defendant did not sign the transfer contract, a fact confirmed by the notary office.
Trial Panel's Assessment:
Both deposit contracts explicitly stipulated that the final deadline for signing the capital contribution transfer contract was July 30, 2017. The plaintiff was determined not to possess the requisite financial capacity to complete the transaction. The defendant provided the plaintiff with two notifications extending the final deadline until August 20, 2017.

By August 21, 2017, despite the expiration of the extended period, the defendant was still present at the Notary Public Office and requested the plaintiff to transfer the funds on the same day the contract was signed. This action aligns with the agreement outlined in Article 3.2 of the Contract dated July 19, 2017, which specified that VND 52,000,000,000 would be transferred to a temporary escrow account on the contract signing date.

In fact, the plaintiff did not transfer the funds to the temporary escrow account as agreed, notwithstanding the two extensions granted by the defendant.

The defendant's subsequent action of refunding the deposit to the plaintiff on August 24, 2017, was found to be in accordance with relevant regulations.

Therefore, the fault for the breach of the deposit contract is solely attributable to the plaintiff; the defendant bears no fault.

The First-Instance Court's decision to reject the plaintiff's lawsuit seeking to compel the defendant to pay an additional penalty deposit was deemed well-founded. At the appellate hearing, the plaintiff failed to provide any new documents or evidence to substantiate their appeal.

Consequently, the Appellate Trial Panel rejected the plaintiff's appeal and affirmed the First-Instance Judgment.

The seller's insistence on recording an asset transfer value lower than the actual agreed-upon price constitutes a violation of tax administration laws, specifically the 2019 Law on Tax Administration, and carries the potential for criminal charges if the amount of tax evaded is substantial. In contrast, the buyer's request to record the correct transaction value was in full compliance with the law.

As the seller refused to record the accurate asset value agreed upon for the purchase and sale and instead demanded a lower value, the seller is deemed to be at fault for the failure to execute the house and land transfer contract.

The First-Instance Judgment annulled the deposit contract and ordered the seller to refund the entire deposit received.

The appellant failed to provide any new documents or evidence that would materially alter the substance of the case; consequently, the appeal request was denied

Although the agreement documents indicated that Mr. B represented the Company, it is established that Mr. B conducted the transaction in his individual capacity. Mr. B directly received and currently retains the deposit of VND 900,000,000, and this amount was not deposited into the Company's accounts. Furthermore, the Company's dissolution records do not reflect any outstanding debt owed to the plaintiff in this amount.

As the agreement documents are invalid, they do not establish any rights or obligations between the buyer and the Company. Pursuant to Article 131 of the 2015 Civil Code, the parties are obliged to restore the original situation and return to each other what they have received.

Given that Mr. B is the individual who received and currently holds the deposit, Mr. B is solely obligated to refund the entire VND 900,000,000 to the buyer. The First-Instance Court's determination that several other related parties must jointly make the payment was deemed incorrect.

The First-Instance Court's decision to compel Mr. B to refund the buyer the deposit of VND 900,000,000 was found to be well-founded. The appeals, with the exception of the appeal by the party with related rights and obligations concerning not being jointly liable, were without basis and were therefore rejected.