Silence in contract formation is a nuanced legal concept that explores whether a failure of party to respond can be construed as assent to the contract terms. Understanding how to handle silence in contract law, especially in the context of Vietnamese legal regulations, is important to ensure clear, enforceable agreements and prevent disputes. Potential disputes in business and civil transactions. In this article, Apolo Lawyers will help readers better understand this regulation. In case you need advice, please contact us via email at contact@apolo.com.vn or Hotline - (+84) 903 419 479 for the best advice and support.
Entering into a contract is the process of negotiation and agreement between parties to establish, change or terminate legal rights and obligations. During this process, the parties can agree on the terms and conditions of the contract in many different forms, including written, verbal, or specific actions. A contract, when signed, will create legal binding, ensuring that the parties must comply with their commitments, and at the same time create a basis for resolving disputes if any.
The importance of entering into contracts
Entering into contracts is an indispensable part of business and civil activities. It not only clearly defines the rights and obligations of participating parties but also helps protect their legitimate interests. Understanding and properly complying with the contract signing process is essential to avoid unnecessary legal risks and disputes.
Vietnamese law clearly regulates the formation of contracts in the 2015 Civil Code. Accordingly, contracts must meet basic conditions in terms of content, form and voluntary participation of the parties involved. mandarin. Specifically, Article 385 of the Civil Code stipulates that a contract is an agreement between the parties to establish, change or terminate civil rights and obligations.
Form of contract
The Civil Code stipulates that contracts can be expressed in many different forms such as words, documents, or specific actions. However, for some special types of contracts such as real estate purchase and sale contracts, mortgage contracts, and contracts for donating assets of great value, the law requires them to be made in writing and notarized ( Article 119).
Conditions for validity of the contract
For a contract to be valid, the following conditions must be met:
Discussing silence in contract formation
One of the most complex and controversial legal issues in contract formation is whether a silence of party is considered consent. In many legal systems around the world, the general principle is that "silence does not equal consent". However, in some specific cases, silence can be considered acceptable if there are clear signs beforehand.
Legal regulations in Vietnam
Vietnamese law stipulates in Article 393 of the 2015 Civil Code that silence in entering into a contract is not considered acceptance of entering into a contract. However, there are still exceptional cases. If there is an agreement between the parties that "silence" is an answer to accept entering into a contract within a certain period of time, then the time of entering into the contract is the time when the contract is entered into. At the end of that time limit as prescribed in Article 400 of the 2015 Civil Code, silence is considered consent.
Note that: Silence is usually not enough to establish an agreement unless there has been a prior agreement or customary transaction between the parties.
For example, in some areas such as commerce, if the parties have agreed in advance that non-response within a certain period will be considered as consent, then silence in this case can be considered as acceptance. This often occurs in transactions involving the sale of goods or provision of services, where a delayed response can affect the business process.
Discussing silence in contract formation
Determining contract formation when one party is silent involves considering multiple factors. These factors include:
If the parties have a clear agreement that silence will be considered consent, then one silence of party will be seen as acceptance. This agreement should be documented or have clear evidence to avoid disputes.
In certain industries or business fields, transaction customs may dictate that a silence of party within a certain period is considered consent. These customs are often based on long-term business practices and experience, and all parties involved in the transaction must understand and adhere to them.
The behavior of the parties during the contract formation process is also an important factor in determining acceptance. If one party remains silent but subsequently performs actions consistent with the content of contract, such behavior can be considered implicit acceptance.
Ultimately, determining acceptance in cases of silence must comply with legal provisions. Vietnamese law does not explicitly state whether silence can be considered consent, but based on the general principles of contract law, acceptance must be clearly expressed and cannot be inferred from silence unless there is an agreement or transaction custom.
Silence in contract formation is a complex legal issue that requires a deep understanding of legal regulations and transactional practices. While the general principle is that silence does not equate to consent, in some special cases, silence can be considered acceptance if there is a prior agreement or transaction custom. To avoid disputes and protect their interests, parties involved in contract formation should have clear and specific agreements and thoroughly understand the current legal regulations.
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