ce of applying the law, and at the same time makes suggestions and recommendations to improve the current le

These provisions of Vietnam's 2015 Civil Code currently reveal some shortcomings such as: Firstly, the structure of the provisions and the division of cases of contract termination are u

PART A INTRODUCTION

1 Rationale of the research project

Contract law is not only a tool to help ensure smooth trading and exchange transactions, thereby helping to create and maintain a fair economy, contract law is also an effective tool to resolve disputes arising in contractual relationships, contributing to protecting common interests, protecting the rights of vulnerable parties as well as the rights of the innocent party For that reason, researching, developing, and perfecting contract law is always a special concern

of many jurists and legislators of any country

Along with contract law in general, legal provisions on contract termination play an important role in protecting contractual relationships Indeed, the legal provisions on contract termination do not allow parties to arbitrarily deny or break contractual relationships, creating

a legal basis for enforcing commitments between the parties contract Not only is it meant to protect the interests of the parties to the contract, but the law governing contract termination also partly has a deterrent effect, limiting the occurrence of contracts being broken arbitrarily convenient In the context of fierce market competition, the economies of countries are always fluctuating as they are today, in addition to the contractual relationships taking place fully because the parties fully implement their contractual commitments, It is common for one party

or all parties in a contractual relationship to want to terminate the performance of the contract Therefore, it can be seen that legal provisions on contract termination play an important role in practice

Recognizing the necessity and importance of the law on contract termination, Vietnam has developed and promulgated a system of regulations governing issues related to contract termination This decision still has certain shortcomings These provisions of Vietnam's 2015 Civil Code currently reveal some shortcomings such as: Firstly, the structure of the provisions and the division of cases of contract termination are unreasonable, thereby causing difficulties for researchers as well as subjects applying the law; Second, some specific regulations related

to cases of contract termination are incomplete and unclear; Third, the regulations related to civil liability when terminating a contract are incomplete when the issues of compensation for mental damage have not been mentioned in the 2015 Civil Code Clearly, researching aspects related to the law on contract termination to make reasonable recommendations to resolve the above shortcomings is a requirement in the current period In addition, comparative research activities on contract termination under Vietnamese law and foreign law are of certain importance In the current context of international exchanges, where relationships between subjects from many different countries appear every day, contractual relationships between those subjects are also frequently established The experience of countries with a tradition of

building, developing, and applying contract law such as England and Germany, or countries with similar conditions and circumstances to Vietnam such as China are reasonable choices to implement perform the above tasks

Thus, it can be seen that researching the topic "Regulations on contract termination in the laws of Vietnam and some countries from a comparative perspective" is really necessary for the current period, Recognizing the necessity and importance of the law on contract termination, Vietnam has developed and promulgated a system of regulations governing issues related to contract termination This decision still has certain shortcomings These provisions

of Vietnam's 2015 Civil Code currently reveal several shortcomings such as: Firstly, the structure of the provisions and the division of cases of contract termination are unreasonable, thereby causing difficulties for researchers as well as subjects applying the law; Second, some specific regulations related to cases of contract termination are incomplete and unclear; Third, the regulations related to civil liability when terminating a contract are incomplete when the issues of compensation for mental damage have not been mentioned in the 2015 Civil Code Clearly, researching aspects related to the law on contract termination to make reasonable recommendations to resolve the above shortcomings is a requirement in the current period In addition, comparative research activities on contract termination under Vietnamese law and foreign law are of certain importance In the current context of international exchanges, where relationships between subjects from many different countries appear every day, contractual relationships between those subjects are also frequently established The experience of countries with a tradition of building, developing, and applying contract law such as England and Germany, or countries with similar conditions and circumstances to Vietnam such as China are reasonable choices to implement perform the above tasks

Thus, it can be seen that researching the topic “The provisions on contract termination

in the law of Vietnam and some countries from a comparative perspective” is really necessary

in the current period, thereby contributing to improving domestic law on contract termination

in particular and contracts in general, based on learning experiences from the laws of some countries around the world

on contract termination expressed in the current Vietnamese Civil Code and some related regulations in other legislations

- Spatial scope: with the desire to research and learn from foreign legislative experience

to have proposals to improve domestic law, the thesis studies and compares regulations on contract termination in Vietnam and those of England, Germany, and China

- Time scope: in the context of the current civil law document of the 2015 Civil Code, the thesis focuses on analyzing, evaluating, and comparing regulations on termination mainly

in the document This law does not aim at studying the corresponding provisions in our country's expired legal documents Similarly, when researching the laws of foreign countries such as England, Germany, and China, the thesis also focuses on researching the current regulations of these countries

3 Research purposes and missions

The research purposes of the thesis are to clarify theoretical issues and the current situation of Vietnamese law on contract termination in comparison with the laws of England, Germany, and China, as well as the practice of applying the law on contract termination in Vietnam On that basis, the thesis also aims to make recommendations to improve Vietnamese legal regulations on contract termination

With the above research purposes, the thesis has the following specific research tasks: The first research task is to develop the concept of contract termination, pointing out the characteristics of contract termination At the same time, analyze the consequences of contract termination as well as group contract termination cases Second, the thesis points out and analyzes the similarities and differences between Vietnamese law and English, German, and Chinese law in regulations on contract termination and contract termination cases Third, the thesis analyzes the current state of the law and the practice of applying the law, and at the same time makes suggestions and recommendations to improve the current legal regulations and improve the effectiveness of applying the law on contract termination in Vietnam

4 Research methodology and methods

The thesis research is based on the dialectical materialist and historical materialist methodology of Marxism-Leninism This is considered a guideline for orienting the author's specific research methods during the process of implementing the thesis

Based on the methodology of Marxism-Leninism, in the process of researching the thesis, the author will use the following specific research methods: Analysis and commentary methods are used to clarify issues related to contract termination and the law on contract termination; The comparative method is used to point out the similarities and differences between the provisions of Vietnamese law and the laws of England, Germany and China;

Logical methods and historical methods are used to partly explain the causes leading to the similarities and differences between the legal regulations of Vietnam and those of the countries selected for research; The synthesis method helps the author generalize the current legal situation and practical application of the law on contract termination, from which to see the limitations of current Vietnamese law on contract termination

5 New points of the thesis

The research results of the project "Regulations on contract termination in the laws of Vietnam and some countries from a comparative perspective" bring the following new points:

Firstly, the thesis has generalized international and Vietnamese views and concepts on contract termination From there, the nature and concept of contract termination are analyzed and clarified Besides, the thesis also points out the theory about the necessity of contract termination

Secondly, the thesis has systematized and grouped contract termination cases and analyzed relevant theoretical aspects for each contract termination case that may occur in practice

Thirdly, the thesis has systematized the regulations on contract termination of Vietnamese law and the laws of England, Germany, and China from a comparative perspective

In particular, the thesis analyzed and pointed out the similarities and differences in the regulations on cases of contract termination and the legal consequences of contract termination

in Vietnamese law and English, German, and Chinese law, and the thesis also evaluates the reasonableness and disadvantages of these regulations

Fourthly, the thesis points out the impact of limitations in the provisions of Vietnamese law on practice and analyzes some outstanding problems in the practice of applying the law on contract termination in Vietnam by analyzing some relevant judgments and practical situations

Fifthly, the thesis has analyzed and put forward some recommendations to improve the provisions of Vietnamese civil law on contract termination in both aspects of contract termination cases and the legal consequences of the contract termination based on selectively absorbing the experiences of England, Germany, and China

6 Scientific and practical significance of the thesis

The research results of the thesis contribute to supplementing and perfecting the theory

of contract termination, clarifying the current situation as well as making some recommendations to improve Vietnamese legal regulations on contract termination The results

of this research can be used as a reference for lawmakers in the process of building and perfecting the legal system The research results of the thesis can also be used as a reference for

teaching, studying, and researching contract law in general and contract termination in particular

7 Structure of the thesis

In addition to the introduction, overview of the research topic, conclusions, list of references, and appendices, the content of the thesis includes 3 chapters:

Chapter 1: Some theoretical issues about contract termination

Chapter 2: Comparison of Vietnamese law and English, German, and Chinese laws on contract termination

Chapter 3: Practical application and some recommendations to improve Vietnamese law

on contract termination based on lessons learned from England, Germany, and China

1 Evaluation of the research situation of the thesis topic

Second, there is a lack of thorough comparative research on contract termination between the laws of countries around the world in general and between the laws of Vietnam and foreign laws in particular The research on contract termination in those works is only a

very small part, the authors only focus on some common and typical cases of contract termination, without any detailed research about all cases of contract termination and the legal consequences of contract termination Some works even do not have a separate section to study contract termination Therefore, research on contract termination is not nearly deep enough

1.2 Evaluation of the specific research situation of each content section of the thesis

1.2.1 Theoretically

Regarding the concept of "contract termination", very few research works mention the definition of "Contract termination" Most works researching contract termination begin immediately by introducing contract termination cases prescribed in the laws of other countries without providing an understanding of what contract termination is

Regarding cases of contract termination and the consequences of contract termination, there are several research works containing analysis of contract termination cases, however, the understanding or definition of each case is unclear The specific contract termination circumstances are not complete and clear in these projects It can be seen that the nature and characteristics of these concepts need to be further clarified to be able to distinguish theoretically different cases of contract termination Therefore, this is a necessary content to be clarified in the thesis

1.2.2 Regarding the comparison of regulations on contract termination in Vietnamese law and the laws of some countries

There have been some research projects comparing the contract laws of Vietnam and some countries such as the United States, Germany, Australia, and China However, the comparison of contract termination between Vietnamese law and the laws of these countries is still left open by the authors Therefore, the research content of comparing regulations on contract termination in Vietnamese law and the laws of England, Germany, and China systematically is the new content of the thesis It can be said that the thesis is the first work to analyze and evaluate the similarities and differences in the legal regulations of Vietnam and those of England, Germany, and China on cases of contract termination and their legal consequences

2 Basic contents that need to be addressed in the thesis

The thesis focuses on continuing to research and clarify the following contents:

Firstly, the thesis continues to research to find out the nature of contract termination, pointing out the characteristics of contract termination, from which a definition of contract termination can be given At the same time, factors demonstrating the necessity for one or both parties in the contract to terminate the contract also need to be analyzed and clarified

Secondly, the thesis needs to point out the nature and analyze the characteristics of each possible case of contract termination so that these cases can be distinguished This is not only meaningful in theory but also in practical application of the law because corresponding to each case of contract termination are different legal consequences

The third is to analyze the similarities and differences in the legal regulations of Vietnam and those of England, Germany, and China regarding cases of contract termination and the legal consequences of contract termination, as well as to explain the origins of those similarities and differences

The fourth is to evaluate the advantages and limitations of legal regulations on contract termination of selected countries, focusing on assessing the current legal status of Vietnam Based on the experience of English, German, and Chinese law, the thesis will propose some solutions to improve domestic law on contract termination

3 Research questions and research hypotheses

Question 1: What is understood as contract termination? Why is it necessary to terminate the contract?

Research hypothesis: Many different understandings of contract termination have been

put forward by scholars around the world, while national laws regulating contract termination often list cases of contract termination without defining termination Regarding the reasons for terminating the contract, the practice of contract implementation gives rise to many reasons for the parties in the contractual relationship to terminate the contract Some reasons include: the purpose of the contract has been achieved; the parties no longer need to continue performing the contract; continuing to perform the contract may cause damage to the parties or become

illegal, and so on

Question 2: How many cases are there for terminating a contract and can it be determined by group of grounds?

Research hypothesis: Cases of contract termination in Vietnamese law are listed in the

Articles of the 2015 Civil Code Although lawmakers have tried to list many specific cases leading to contract termination, but it seems that it still does not cover all the cases leading to contract termination that may occur in practice According to English law, cases of contract termination include termination due to a completed contract; Termination of the contract due

to breach of contract; Contract termination due to force majeure; and termination of the contract according to agreement These English regulations may not necessarily be able to predict all cases of contract termination that may occur in the future, but this is a more general way of regulation than Vietnam's regulations Based on the experience of selected countries, the thesis

will research and propose a plan for regulating highly comprehensive cases of contract termination

Question 3: What are the legal consequences of contract termination and what consequences do they include?

Research hypothesis: When a contract terminates, many legal consequences arise for

the parties in the contractual relationship These legal consequences can be divided into groups with their characteristics At the same time, with each different case of contract termination,

the legal consequences arising for the parties in the contract may be different

Question 4: What are the differences in regulations on cases of contract termination according to the will of the parties in Vietnam and the countries chosen for research? Should Vietnamese law learn from foreign regulations to eliminate those differences?

Research hypothesis: Terminating a contract according to the will of the parties can be

understood as a case of contract termination because the contract has been completed and contract termination according to agreement In principle, determining that a contract has been completed in Vietnamese law and foreign law is quite similar The laws of all countries require that a contract is considered completed when all obligations under the contract have been properly and fully performed In addition to the principle of requiring performance of the entire contract, English and German law also provides for an exception, a contract that only needs to have been largely performed (substantial performance) is also recognized as a basis for the parties to be able to terminate of contract The legal consequences of contract termination in this case are similar to when the contract is terminated Vietnamese law does not have specific regulations for this case In practice, this provision is meaningful for both single-contract contracts and bilateral contracts In many situations, the obligor has performed most of its contractual obligations, and the obligor has the right to request the obligee The right to liquidate the contract (pay for the performance of that obligation), is the basis for terminating the contract Therefore, Vietnam's contract law should have clear regulations related to this case, it should specifically stipulate how most of the contract is considered to be performed as a condition for terminating the contract and the legal consequences of terminating that contract

Question 5: What is the difference between terminating a contract at the will of one party in Vietnamese law and the regulations of the countries studied? Should Vietnam learn to apply those different regulations?

Research hypothesis: In the contract laws of all three selected countries (England,

Germany, and China) to compare with Vietnamese law, there are provisions for premature breach of contracts Furthermore, in reality, it is very easy to happen in cases where, even though the contract is not yet due, the obligor has clearly expressed (by a certain statement or

action) that they will not when performing the contract, the obligee is entitled to take the same measures as if the contract had been breached Such regulations will contribute to quickly handling the consequences of breach of contract, and may even help prevent damages that may occur due to breach of contract Based on the experiences of other countries, the thesis will

evaluate the ability to absorb such provisions of Vietnamese law

Question 6: Are the provisions on contract termination when circumstances fundamentally change and contract termination due to impracticability in current Vietnamese law comprehensive enough?

Research hypothesis: Regulation regarding contract termination due to changed

circumstances and contract termination due to impossibility of performance in Vietnam's 2015 Civil Code does not seem to cover all cases where the contract cannot continue to be performed

or is not performed at all allowed to do English law has provisions on contract termination due to force majeure (frustration), which covers many different cases: because the object of the contract no longer exists; due to the death of the subject entering into the contract; because the subject of the contract is sick or subject to prison sentence (English law collectively calls it Unavailability of the party); because the contract cannot be performed according to the agreed method; because the performance of the contract becomes illegal; because the performance of the contract becomes meaningless It can be seen that such provisions of English law have a wider scope than the cases leading to termination of the contract due to a fundamental change

in circumstances or due to impossibility of performance Therefore, the thesis will research to make recommendations to amend and supplement regulations related to this issue of Vietnam's

2015 Civil Code

Question 7: Are there any shortcomings in the legal consequences of contract termination as stipulated in Vietnamese law? Is there any solution for those shortcomings?

Research hypothesis: Assessment of inadequacies in Vietnamese legal regulations may

target some aspects of compensation and penalties for violations

This issue is beginning to be considered both in theoretical and practical aspects in the legal systems of some countries such as England and Germany Accordingly, the party violating the contract is not only responsible for compensating for damages caused to the violated party but is also responsible for paying the violated party the benefits that the violating party received due to the breach of contract Such a regulation can limit the cases where one party in a contract accepts a breach of contract and compensates the other party for damages to receive a larger benefit At the same time, such regulations will increase deterrence for contract violations Therefore, the thesis will research to propose additional regulations on this issue in Vietnamese

law

Currently, in the practical application of Vietnamese law, there still exist several controversial issues related to the scope of damages in contracts that are compensated Specifically: Does the compensated damage include anticipated damage or only damage that has occurred? Based on what basis is the type of damage and mental loss determined? The thesis will research and evaluate the legal experience of selected countries, thereby proposing solutions to solve the above problems for Vietnamese law

PART C CONTENTS OF CHAPTERS CHAPTER 1 SOME THEORETICAL ISSUES ABOUT CONTRACT

TERMINATION 1.1 Concept of contract termination

By studying the different views on contract termination from different scholars, it can

be seen that the nature of contract termination is expressed in the following aspects: Contract termination is a legal event that causes termination of basic contractual rights and obligations; Termination of a contract can be used as a civil remedy; Terminating the contract is the right

of the parties From there, we can give an understanding of contract termination as follows: Contract termination is a legal event that terminates the basic rights and obligations of the contract, thereby, the validity of the contract is terminated terminates and the contractual relationship of the parties is concluded from the moment of termination

1.2 Necessity of contract termination

1.2.1 The purpose of the contract has been achieved

The aim of the parties when entering into a contract is that all the agreed rights of the parties in the contract are met Therefore, when those rights have been fully met and the parties have achieved their contractual purposes, that contract has enough grounds to terminate its existence

1.2.2 The parties no longer need to continue performing the contract

This reason appears in situations where the parties have not yet implemented or have not fully implemented the contractual agreements Normally, when entering into a legal contract, the parties will aim to fully and completely implement contractual rights and obligations as agreed in the contract However, there are many reasons that during the contract implementation process, perhaps immediately after the contract takes effect or when the contract has been partially performed, one or both contractual parties determine that they no longer need to continue performing the contract

1.2.3 Continuing to perform the contract will cause damage to one or both parties

As analyzed above, the parties participating in any contract will usually aim to achieve certain benefits However, there may be some situations in which continuing to perform the

contract will cause damage to one or both contractual parties, such as a sudden increase in raw material and fuel prices; Changing shipping routes causing shipping costs to increase; and The payment exchange rate changes Thus, when one or both parties see that continuing to perform the contract will cause damage or affect their interests, they can choose to terminate the contract

to prevent such damage from occurring

1.2.4 The parties cannot perform the contract or the parties are not allowed to perform the contract

During the performance of the contract, several situations make the performance of the contract according to the original purpose impossible One type of situation that can lead to the impossibility of contract performance is “force majeure” For example, a party to a contract may raise a defense of impossibility of performance if, after the contract came into force and before the performance was due, a change in the law makes its performance illegal In contract theory, there are often theories for these cases In the common law tradition, a familiar term used to describe cases containing objective factors that make contract performance impossible

or illegal is frustration Meanwhile, legal systems of the civil law tradition often use the term impossible performance to refer to cases where the contract cannot be performed and the term force majeure to describe uncontrollable events such as war, labor stoppages, or extreme weather that are not the fault of any party and that make it difficult or impossible to normally performance Besides, another term that is often mentioned when referring to a contract having

to terminate due to objective circumstances is a change of circumstances or hardship

Cases where the parties are not allowed to continue performing the contract, causing the contract to terminate, are usually situations where contract performance is forced to stop according to law or a decision of a competent state agency British and American law considers

a situation where a contract is terminated because the performance of the contract becomes illegal as a case of contract termination due to objective obstruction (by frustration) This situation occurs when during the implementation of the contract, national laws change, making the performance of the contract, which was previously legal, become illegal, therefore, the parties are forced to terminate the contract, and the previously performed part of the contract remains valid

1.3 Grouping cases of contract termination

There are many ways to group contract termination cases Based on the time of contract termination, cases of contract termination can be divided into two groups: contract termination when the contract has been completed and contract termination when the contract has not been completed The group of cases of contract termination when the contract has not been completed includes many different cases: contract termination by agreement; contract

termination by breach; and termination of the contract by objective circumstances In addition, based on the effective time of contract termination, cases of termination can also be divided into two groups: termination of the contract with retroactive effect (contract terminates at the time the contract is entered into - cancel the contract); terminate the contract at the time the contract termination event occurs

Based on the will of the contractual parties to terminate the contract, cases of contract termination are divided into three groups: termination by the will of the contractual parties; termination by the will of one party in the contractual relationship; contract termination by the objective circumstances The will of the parties in terminating the contract has a great influence

on the legal responsibilities that may arise when the contract is terminated, therefore, the thesis will analyze more clearly the cases Terminate the contract according to this grouping

1.3.1 Terminate the contract by the will of all contractual parties

Cases of contract termination in this group include contract termination by performance and contract termination by agreement

Terminating a contract by performance can be said to be the most peaceful termination case and it is also a beautiful ending that each party participating in the contractual relationship wants to aim for Most contract laws of countries around the world stipulate that "completion

of the contract" is one of the grounds for terminating a contract, and is even the first mentioned ground This is easy to understand because a contract is made when the parties want to gain benefits based on the balance of rights and obligations towards each other, so when those rights and obligations are met, then It is considered that the contract has completed its mission and is terminated Normally, a contract is considered completed when all contractual rights and obligations of the parties are performed Thus, it can be understood that terminating a contract

by performance means terminating the exercise of rights and obligations in the contractual relationship by determining that all of the obligations of the parties in the contract have been completed When the contract terminates, the contractual relationship between the parties no longer exists and the parties do not have to perform the rights and obligations agreed upon in the contract

In addition to the normal method of completing the contract, which is the parties in the contractual relationship fully and correctly performing their contractual obligations as agreed, the parties can use several special methods to fulfill their contractual obligations Some special ways to complete a contract that in practice can be applied by the parties to the contract and are regulated by the laws of some countries are implementing an agreement to offset contractual obligations, performing contractual obligations through a third person, and completing the contract by consignment

Termination of the contract by agreement of the parties is the case of contract termination that best demonstrates the freedom of contract, the principle of freedom of agreement between the parties in the contractual relationship Normally, an agreement to terminate a contract can be made at any time during the contract term, regardless of the extent

to which the parties have exercised their rights and obligations A special case of contract termination agreement that is often mentioned is novation

1.3.2 Terminate the contract by the will of one contractual party

Terminating a contract by the will of one party in a contractual relationship, in practice

as well as in the theory of contract law, is determined to be associated with a breach of contract Shortcomings in contract performance or refusal to perform a contract are only considered a breach of contract when there is no legal reason to justify it Listed acts of breach of contract include refusal to perform the contract, incomplete performance, inability to perform the contract, and these acts can occur when the contract is due or before it is due due date for contract performance

In most international legal documents related to the field of contract law, improper performance of the contract is a general term to refer to the omission of one of the parties in performing contractual obligations These documents all have provisions on fundamental breach of contract or serious breach of contract and are considered grounds for terminating the contract Similarly, national laws also often use the terms "breach of contract" and "non-performance of contract" to refer to cases where contractual obligations are not complied with

“Breach of contract” is a term mainly used in common law tradition, while “non-performance

of contract” is more widely known in civil law tradition It can be seen typically in the English legal system and the French legal system

However, it should be noted that in not all cases of breach of contract, the parties have the right to terminate the contract International law as well as most national laws stipulate that only fundamental/serious breaches are grounds for contract termination

1.3.3 Termination of the contract due to objective circumstances

Regarding objective circumstances that hinder the parties' contractual performance, which is a basis for terminating the contract, in contract theory as well as the laws of countries around the world, there are many legal concepts used Jurists from the civil law tradition are often familiar with terms such as “force majeure” or “impossibility”, meanwhile, jurists from the Common Law tradition often use the term “frustration” when referring to objective situations that make the contract impossible to perform or the performance of the contract becomes meaningless or illegal In addition, in international trade practices and contract law in many countries, the term "hardship" or "changed circumstances" appears to refer to cases where