Regardless of the Civil Code, the contract law in our country does not introduce the concept of confusion but asserts that confusion is a factor that can lead to an invalid transaction. So does this make it more difficult for the regulations related to the contract to be confused? In this article, Apolo Lawyers - Solicitors & Litigators (Tel: (+84) 903.419.479) will help you determine the contract which was declared void by confusion.

Confusion in the conclusion of a contract is quite common. Our Civil Code has regulations on this regulation as follows:

1. What is contract confusion?

Currently, according to the provisions of the Civil Code 2015, one of the cases leading to an invalid contract is confusion. However, there is still no legal document giving a specific concept, so the confusion here can be understood as the fact that the parties in the contract misunderstand the content of the contract and participate in the contract causing damage to themselves or the other party, the confusion arising from the perception of the parties or erroneous judgment about the object of the matter, the confusion must be clearly shown, but based on the content of the contract must be can be determined.

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The contract was declared void by confusion

2. Regulations on contract invalidity due to confusion

The issue of contract invalidity due to the confusion is specified in Article 126 of the Civil Code 2015 with additional changes compared to Article 131 of the 2005 Civil Code causing the other party to be confused about the content of a civil transaction and establish a transaction, the mistaken party has the right to request the other party to change the content of that transaction, if the other party does not accept it, the mistaken party have the right to request the Court to declare the transaction invalid. In case one party intentionally causes the other party to confuse the contents of the transaction, it shall be settled according to the provisions of Article 132 of this Code.

Currently, Article 126 of the Civil Code 2015 regulates “In case a civil transaction is established by confusion, causing one or the parties to fail to achieve the purpose of establishing the transaction, the mistaken party has the right to claim request the Court to declare the civil transaction invalid, except for the case specified in Clause 2 of this Article. A civil transaction established with a misunderstanding is not invalid in case the purpose of establishing the civil transaction of the parties has been achieved or the parties can immediately remedy the confusion, making the purpose of the civil transaction established. civil transactions are still achieved”.

Thus, according to the provisions of the Civil Code 2015, confusion is a necessary condition, and failure to achieve the purpose of a transaction is a sufficient condition to request a declaration of a civil transaction invalid. Civil Code 2015 is only concerned with the consequences of confusion leading to failure to achieve the purpose of the transaction.

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The contract was declared void by confusion​

3. Consequences of the contract being invalidated by confusion

In principle, an invalid civil transaction will not give rise to the rights and obligations of the parties from the time of its establishment. The parties must restore the original state when the transaction has not been established, if the transaction has not been performed, the parties may not perform the such transaction. If the transaction has been performed in whole or in part, the parties may not continue to perform the transaction and must return to each other the material benefits received from each other. If it is not possible to return it in kind, it is worth the money to be refunded.

>>> Read more: Forms of contracts for the sale of goods in business and commerce via social networks

4. Legal service about the commercial contract of Apolo Lawyers.

Apolo Lawyers is confident in providing Clients with optimal and effective legal service,  including the following:

• Use the right legal terms or terminology;
• Foresee the future scenarios;
• Describe the specific matters;
• Clearly mention obligations;
• Obtain a balance between parties involved.

Apolo Lawyers is proud to be a law firm with many years of experience in business consulting that will support clients in the field of contracts. In case you need advice related to a contract, please contact us via email at contact@apolo.com.vn or Hotline - (+84) 903 419 479 for the best advice and support.

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