Vietnam Court Case Notes | No. 1 |  June 2026

Welcome to the inaugural issue of Vietnam Court Case Notes, an EY Law Vietnam Limited Liability Company (EY Law Vietnam) publication that examines key Vietnamese court decisions through a functional comparative lens. 

Vietnam’s legal system is a civil law system. However, many of Vietnam’s most significant commercial counterparties (including multinational corporations, international banks, private equity funds, and their advisers) are trained in the common law tradition. When these market participants encounter Vietnamese legal concepts, they naturally map those concepts onto the common law framework they know. This series is designed to bridge that gap: not by advising on any particular foreign law, but by using the analytical concepts of the common law tradition to explain how Vietnamese law addresses recurring commercial problems. 

This approach is particularly timely. Vietnam has formally launched its International Financial Centres (IFC) in Ho Chi Minh City and Da Nang, supported by a new Law on the Specialised Court (effective 1 January 2026). The IFC framework introduces international-standard dispute resolution mechanisms and as international market participants prepare to operate within this regime, the need for analysis that speaks the language of both legal traditions has never been greater.

Key points of focus under this June update:

• Case Law No. 78/2025/AL – No registration, no equity: The limits of conduct-based ownership in Vietnam 
• Case Law No. 81/2025/AL – When does a contractual debt become a proprietary claim?  Re-characterisation, restitution and the vanishing limitation period 
• Cross-case theme: Formalism, conduct, and the limits of expectation

Cross-case theme: Formalism, conduct, and the limits of expectation

Read together, Case Law 78 and Case Law 81 illuminate a distinctive feature of Vietnamese commercial law: its preference for formal legal categories over conduct-based reasoning. 

Case Law 78 says that registration trumps years of profit sharing. No matter how long parties have acted as though an equity relationship exists, proprietary consequences attach only to formal, registered acts. 

Case Law 81 provides that when formalities do align (mutual termination combined with express acknowledgment) the law will re-characterise claims in ways that remove procedural barriers, giving the creditor a stronger position than the original contractual framework alone would have provided. 

The message is consistent: document everything, register everything, acknowledge nothing inadvertently. Further, when disputes arise, consider whether the claim may be more accurately characterised not as a contractual dispute, but as a proprietary recovery right grounded in the normative principles of restitution for unjustified enrichment. 

Methodology 

The comparative observations in this series draw on general principles widely recognised across common law jurisdictions. They are intended to assist readers familiar with the common law tradition in understanding how Vietnamese law resolves comparable commercial problems. These observations do not constitute advice on the law of any specific foreign jurisdiction. EY Law Vietnam advises exclusively on Vietnamese law. Where a reader’s specific transaction requires advice on any foreign governing law, separate foreign law counsel should be engaged. 

Disclaimer: This publication is for general informational purposes only and does not constitute legal advice. EY Law Vietnam advises exclusively on the laws of Vietnam. The comparative observations in this publication draw on general principles widely recognised across common law jurisdictions and do not constitute advice on the law of any specific foreign jurisdiction.    

Download the full Vietnam Court Case Note | No.1 | June 2026 below