In the context of global economic integration, commercial cooperation between Vietnamese enterprises and foreign partners has become increasingly extensive. However, along with such development comes the risk of disputes arising during the performance of contracts and commercial transactions. When disputes occur, initiating legal proceedings before Vietnamese courts is a course of action often considered by foreign entities.

So, what should foreign individuals and organizations take into account when filing a commercial lawsuit in Vietnam?

1. Do Vietnamese Courts Have Jurisdiction?

Before submitting a lawsuit, the primary consideration is whether Vietnamese courts have jurisdiction to resolve the dispute. If the legal requirements are not met, the petition may be returned, or the proceedings may be suspended.

According to the 2015 Civil Procedure Code of Vietnam, a commercial case involving foreign elements falls under the jurisdiction of Vietnamese courts if:

✅ Under Article 469 – General Jurisdiction applies in the following circumstances:

- The defendant is an individual residing or doing business in Vietnam;

- The defendant is an organization with a head office, branch, or representative office in Vietnam (and the dispute is related to the operations of such branch or office);

- The defendant owns assets located in Vietnam;

- The dispute arises from or relates to assets or activities conducted within Vietnamese territory;

- The dispute arose abroad but is associated with the rights or obligations of individuals or organizations residing or headquartered in Vietnam.
 

❌ However, jurisdiction is excluded under Article 472, in cases such as:

- The parties have entered into a valid agreement to refer the dispute to a foreign court or arbitral tribunal.
Nonetheless, Vietnamese courts may still assume jurisdiction if:
+ The parties subsequently agree to select Vietnamese courts;

+ The prior agreement is invalid or unenforceable;

+ The foreign court or arbitral tribunal declines to accept jurisdiction;

- The matter falls under the exclusive jurisdiction of a foreign court and not that of Vietnam (e.g., disputes concerning immovable property located overseas);
- The case has already been accepted or resolved by a foreign court or arbitral tribunal through a binding judgment or arbitral award;
- The defendant is a person or entity entitled to judicial immunity.

2. Is the Lawsuit Filed Within the Statute of Limitations?

The statute of limitations is a crucial factor directly affecting the admissibility of the claim:

- Under the Law on Commerce, the limitation period for initiating a typical commercial dispute is 2 years from the date the legitimate rights and interests were infringed;
- Under the Civil Code, the limitation period may be 3 years for civil contract disputes;
- Some cases, such as disputes involving ownership or land use rights, may not be subject to any limitation period.

Even after the statute of limitations has expired, the court may still accept the lawsuit. However, if the defendant invokes the statute of limitations prior to the first-instance judgment, the court must issue a decision to dismiss the case.

3. Which Court Has Jurisdiction Over the Dispute?

🏛 Level of Adjudication:
All commercial disputes involving foreign elements fall within the jurisdiction of Provincial-level People’s Courts.

📍 Territorial Jurisdiction:

- For disputes concerning real estate → Court where the property is located;
- For other disputes → Court where the defendant resides (for individuals) or is headquartered (for organizations);
- In certain cases, the plaintiff may choose the court, such as:
+ The place of contract performance;
+ The residence/headquarters of one of multiple defendants, in cases involving multiple defendants located in different provinces.

4. Are the Supporting Documents Legally Valid in Form?

One common reason for the dismissal of a lawsuit is the failure to legalize and authenticate foreign documents. Under Vietnamese law, documents issued or executed abroad (such as contracts, powers of attorney, or supporting evidence) must:

- Be consular legalized;

- Be translated into Vietnamese by a duly certified translation provider (notarized or otherwise officially recognized).

For example, a power of attorney authorizing a Vietnamese lawyer to represent a foreign party in legal proceedings must also be consular legalized.

Failure to meet these requirements may result in the court refusing to accept the evidence, and any resulting judgment could be considered a serious procedural violation, potentially subject to annulment during appellate or cassation review.

Conclusion 

Filing a commercial lawsuit in Vietnam is entirely feasible for foreign entities, provided that all substantive and procedural requirements are met. Therefore, it is strongly recommended that foreign individuals and organizations:

- Proactively review dispute resolution clauses in their contracts;
- Consult with Vietnamese legal counsel to assess jurisdiction, limitation periods, and the required documentation;
- Ensure proper legalization and submission of all documents in accordance with Vietnamese procedural laws to protect their legal rights during litigation.

Trung Anh

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GATTACA LAW FIRM | Trusted Legal Partner