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LEGAL FRAMEWORK FOR ACCEPTING OFFERS IN COMMERCIAL CONTRACTS AMID GLOBAL ECONOMIC INTEGRATION

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06 tháng 11 năm 2025

LEGAL FRAMEWORK FOR ACCEPTING OFFERS IN COMMERCIAL CONTRACTS AMID GLOBAL ECONOMIC INTEGRATION

 

Doctor, Lawyer Nguyen Minh Duc Head of Division Law, Faculty of Finance and Accounting, Van Hien University

 

Abstract

 

As Vietnam engages in and negotiates free trade agreements, understanding the legal principles governing the acceptance of offers in commercial contracts becomes increasingly important. A clear grasp of these principles enables businesses to negotiate, agree upon, and enter into contracts voluntarily, fairly, and transparently while ensuring compliance with legal provisions, particularly in transactions involving international partners. This paper examines the legal characteristics of commercial contracts, the principles guiding contract formation, and the procedures involved. The findings aim to provide useful insights for government agencies, companies, and enterprises to enhance their contractual practices in the context of global trade integration.

Keywords: Acceptance of proposal to enter into commercial contract, principles, law, the Civil Code 2015, the Commercial Law 2005.

1. Introduction

 

The acceptance of an offer to enter into a commercial contract is understood as the process of negotiation and agreement, wherein parties express and unify their will towards specific benefits. According to the definition in Black’s Law Dictionary: "Acceptance of an offer to enter into a contract is the agreement of the offeree to the terms of the offeror's offer, either expressly or impliedly by conduct, in an accepted form or as required by the offeror, whereby the contract is established and binds the parties. If an acceptance of an offer to enter into a contract contains modifications or additions to new terms, it is generally a new offer."

Based on this definition, in essence, the acceptance of an offer to enter into a contract is the agreement of the offeree to the offer. In form, acceptance can be express (written or spoken) or implied by conduct in certain cases. In terms of content, acceptance must conform to the offer. A communication accepting an offer that contains any modifications or additions to the original offer is usually considered a rejection and constitutes a new offer. This understanding is acknowledged by many scientific works on contract law as well as recorded in the statutes of various countries, conventions, and international instruments on contracts.

The contract law of many countries stipulates that acceptance of an offer to enter into a contract must be full and complete agreement to the offer. A reply expressing acceptance but containing any modification or addition to the offer is considered a rejection and forms a new offer.

According to Vietnamese law, the acceptance of an offer to enter into a contract is the acceptance by the offeree of the entire content of the offer without any exceptions (Clause 1, Article 293 of the Civil Code 2015). To better understand the law governing the acceptance of offers in commercial contracts, this article will present an overview and legal characteristics of commercial contracts, the principles of contract formation, the procedure for contract formation, and the time of acceptance as stipulated in the Civil Code 2015. It will also clarify the regulations on accepting offers in commercial contracts for companies and enterprises to reference.

 

2. Overview of Commercial Contracts

 

Currently, there is no comprehensive research work in Vietnam on the acceptance of offers for commercial contracts. Research findings and State legal documents have not fully, accurately, and promptly provided guidance on contract formation, especially regarding the acceptance of offers in commercial contracts under Vietnam's Civil Code 2015. Vietnamese legal documents have not provided any concept of contract formation. However, a commercial contract can be understood as an agreement between traders, or between a trader and other concerned parties, aimed at establishing, modifying, or terminating rights and obligations in the activities of buying and selling goods, supplying commercial services, and trade promotion. Examples of commercial contracts include service supply contracts between two companies; export sales contracts, etc.

Common types of commercial business contracts are divided into 3 main categories:

  • Sales Contracts: Including contracts without an international element; international goods sales contracts (including export, import, temporary import for re-export, temporary export for re-import, transit trade) and contracts for the sale of goods through commodity exchanges (futures contracts, options contracts).

  • Service Contracts: Contracts for the supply of services related to the sale of goods (including contracts in trade promotion, commercial intermediation, and other commercial activities) and specialized service supply contracts (such as financial, insurance, banking, tourism services contracts, etc.).

  • Contracts in Other Specific Investment Activities: Typically construction contracting contracts, contracts for the transfer of new urban area projects, industrial technical infrastructure projects, housing projects, etc.

Articles 10 to 15 of the Commercial Law 2005 stipulate 6 fundamental principles when conducting commercial activities and when concluding and performing commercial contracts, including: the principle of equality before the law of traders in commercial activities; the principle of freedom and voluntary agreement in commercial activities; the principle of applying customary practices established between the parties in commercial activities; the principle of applying local customs in commercial activities; the principle of protecting the legitimate interests of consumers; and the principle of recognizing the legal validity of data messages in commercial activities.

 

3. Legal Characteristics of Commercial Contracts (Các đặc điểm pháp lý của hợp đồng thương mại)

 

Commercial contracts are specific contracts in the commercial field. When satisfying the conditions regarding subjects, purpose, and form, a commercial contract bears the nature of an economic contract. The legal characteristics of a commercial contract include: subject, object, and form of the contract.

 

3.1. Subjects of Commercial Contracts (Chủ thể của hợp đồng thương mại)

 

Based on the Commercial Law 2005, the subjects of commercial contracts are traders, which can be legally established economic organizations, individuals engaged in independent commercial activities with a business license, or other individuals or organizations involved in trade-related activities. Traders who are subjects of commercial contracts can be Vietnamese traders or foreign traders (in international goods sales contracts). Besides traders, organizations and individuals who are not traders can also become subjects of commercial contracts in cases specifically stipulated by law.

 

3.2. Object of Commercial Contracts (Đối tượng của hợp đồng thương mại)

 

The object of a commercial contract is the goods the parties will buy and sell or the work or service one party will perform or supply to the other. Parties must specify relevant information about the goods, including: type, origin, quantity, quality, technical specifications, etc. If the object is the performance of work or supply of services, parties must clearly define what the work/service is, which work/services are considered out of scope and will incur additional fees, the method of supply, who will perform it, when, and where, etc. If the object is goods, depending on the nature of the goods, the parties may buy and sell specific goods (e.g., one particular asset) or goods of the same type (e.g., mass-produced goods).

 

3.3. Form of Commercial Contracts

 

Article 24 of the Commercial Law 2005 stipulates: A goods sales contract can be expressed verbally, in writing, or established by specific actions. For types of goods sales contracts required by law to be in writing, this requirement must be adhered to. Furthermore, the Commercial Law 2005 also permits the substitution of the written form with other forms of equivalent legal validity, including telegram, telex, fax, electronic data messages, and other forms as prescribed by law.

 

3.4. Content of Commercial Contracts

 

The content of a commercial contract is the sum of all terms agreed upon by the participating parties. These terms include the civil rights and obligations of the parties involved. The law emphasizes freedom of agreement, but the contract content must include basic terms and comply with legal regulations. Some necessary contents of a commercial contract include: Object of the contract (existing or future assets, work to be done or not to be done); Quantity and quality of the contract object; Price, payment method, time of payment, place of payment; Time and place of contract performance; Rights and obligations of the parties; Liability for breach of contract; Contractual penalty clauses; and Other contents. Depending on the nature of each contract type, parties may agree on all terms they deem necessary or may add new terms or omit existing ones. Additionally, parties can create contract appendices to clarify the contract content.

 

4. Legal Regulations in Accepting Offers to Enter into Commercial Contracts (Những quy định của pháp luật trong chấp nhận đề nghị giao kết hợp đồng thương mại)

 

 

4.1. Principles of Concluding Commercial Contracts (Về Nguyên tắc giao kết hợp đồng thương mại)

 

According to the Civil Code 2015 regarding the conclusion of commercial contracts, the following principles must be observed when concluding them:

  • Firstly, freedom to conclude contracts, but not contrary to the provisions of law or social ethics. This principle applies to both civil and commercial contracts; parties have the right to express their will, the right to conclude or not conclude a contract, and the right to propose terms for negotiation. However, the fundamental contents of the contract must not violate the law or relate to social ethics.

  • Secondly, the parties participating in contract conclusion must act voluntarily, in good faith, honestly, and on the basis of mutual benefit. Since the ultimate goal of parties in commercial contracts is profit-seeking, they must negotiate terms that are most favorable to themselves. Nevertheless, profitability between the parties must be based on honesty, voluntariness, and good faith; no party should use threats or other activities like deception or coercion to force the other party into a contract. Deception, threats, or other activities leading to a contract conclusion against the will of the other party are grounds for declaring the contract void, so parties must consider the value of honesty and good faith towards mutual profit.

 

4.2. Procedure for Contract Conclusion (Về Thủ tục giao kết hợp đồng)

 

  • Firstly, Offer to enter into a commercial contract. An offer is a unilateral legal act by one party expressing the intent to enter into a contract with another party under specific conditions. Clause 1, Article 386 of the Civil Code 2015 stipulates: "An offer to enter into a contract is the clear expression of intent to conclude a contract and to be bound by such offer by the offeror to the offeree or to the public (hereinafter referred to as the offeree)." The offer is understood as one party presenting a proposal to conclude a contract to the other parties, with the desire to establish a contract. The offer is a part of the contract signing process. The offeror has the right to send the offer to one or more parties they wish to contract with and can specify a time limit for the offeree to know when the offer is effective. If the offer does not specify an effective time, it is calculated from the date the offeree receives the offer. The basis for determining that the offeree has received the offer includes: (i) the offer reaches the residence (for an individual offeree) or head office (for a legal entity offeree); (ii) the offer is entered into the offeree's official information system; (iii) the offeree becomes aware of the offer through other means. While awaiting the offeree's response, the offeror can withdraw the offer if the offer explicitly states the right to withdraw or if the offeree receives the notice of change or withdrawal before or at the same time as receiving the offer; in this case, the offer loses its legal validity. An offer to enter into a contract ceases to be effective in cases where: (i) the offeree replies with a non-acceptance; (ii) the acceptance deadline expires; (iii) the notice of change or withdrawal of the offer becomes effective; (iv) the notice of cancellation of the offer becomes effective; (v) by agreement between the offeror and the offeree during the waiting period.

  • Secondly, Acceptance of the offer to enter into a commercial contract. Acceptance is the offeree's reply to the offeror regarding the acceptance of the entire content of the offer. This requirement demands that the offeree must accept the terms fully, absolutely, and unconditionally. If the offeree provides acceptance but includes any modification or addition to the offer, that acceptance may be considered a new offer made by the offeree. The contract is officially concluded only when one party accepts fully and completely all contents of the other party's offer without any further modifications or additions. According to Article 394 of the Civil Code 2015, the deadline for replying with acceptance varies:

    • One: If the offeror has stipulated a deadline, the reply is only valid within that period. If the offeree accepts after the deadline, the acceptance is considered a new offer, and the original offeror has the right to reject or accept this new offer. If, due to objective reasons, force majeure events, the acceptance arrives late but the offeror knew or should have known, the acceptance remains valid, unless the offeror immediately replies expressing disagreement. However, in practice, proving force majeure and proving the offeror's knowledge can be very difficult, and lack of transparency will inevitably lead to disputes.

    • Two: For cases where the parties communicate verbally or by phone, the offeree must reply immediately whether they accept or not. If the parties agree on a response time, the offeror can withdraw the offer during that period, provided the withdrawal notice reaches the offeree before or at the same time as the acceptance notice. Silence of the offeree is not considered acceptance of the offer, unless there is an agreement or established custom between the parties. When acceptance occurs via silence based on agreement or custom, the law requires that the agreement of the parties must be expressed outwardly, so silence is not automatically understood as acceptance, except under agreement or established custom. If the parties agree that silence within a certain period constitutes acceptance, the contract is concluded at the end of that period.

 

4.3. Time of Contract Conclusion

 

As a general principle, a commercial contract is concluded at the time the parties reach an agreement. The time of conclusion varies depending on the method of conclusion and the form of the contract. According to Clause 3, Article 400 of the Civil Code 2015, the time of conclusion for a verbal contract is the time the parties have agreed on the content. According to Clause 4, Article 400 of the Civil Code 2015, for a contract concluded in writing, the time of conclusion is the time the last party signs the document or expresses acceptance in another form shown on the document. The Civil Code 2015 does not require parties to sign the same document, so it can be inferred that parties can sign the same copy or sign multiple copies of the contract. In practice, if parties conclude in person and sign the same copy, they usually sign on the same day; if they sign different copies, they often sign on different days (e.g., when in different locations and time zones), and the contract is concluded on the day the last party signs. For contracts concluded via the offer and acceptance method, the time of conclusion is the time the offeror receives the acceptance. As noted, the offeree's silence is not considered acceptance, unless there is an agreement or established custom. If the parties agree that silence within a period constitutes acceptance, the time of conclusion is the end of that period.

 

5. Conclusion

 

The acceptance of an offer to enter into a commercial contract is the expression of the will of the accepting party and exists immediately after a commercial contract offer is made and carried out by the subject of acceptance. Therefore, the subject of acceptance is considered a fundamental content determining the existence or non-existence of the contract. Accordingly, the nature of a contract is an agreement, the result of unified will between the parties, subject to regulation by the system of legal documents, including national laws and international treaties, and compliance is a basic principle in contract formation.

Determining the effective time of acceptance of an offer to enter into a commercial contract is crucially important for ensuring the rights and obligations of the subjects in accepting the offer and the validity of the acceptance. Determining the exact time the offeree can accept the offer serves as the basis for binding legal liability and civil obligations to the offeror, and also clarifies the right of the offeror to withdraw the offer before the acceptance becomes effective. These are very important contents that parties must thoroughly research before making and accepting offers for commercial contracts. Not only should they study Vietnamese law carefully, but they must also diligently study international law when signing cross-border contracts in the context of Vietnam's current global economic integration.

References

 

  1. Law on Commerce 2005.

  2. Civil Code 2015.

  3. Do Van Dai (2018), Vietnamese Contract Law - Judgments and Judgment Commentary, Volume 1, Hong Duc Publishing House, Vietnam Lawyers Association.

  4. Hanoi Law University, Textbook on Vietnamese Civil Law, Volume 1, Justice Publishing House 2022, pages 52-54.

  5. Neil Andrews, Contract Law, Cambridge University Press, 2011.

  6. Bryan A. Garner (editor in chief), Black’s Law Dictionary, 9th edition.