By Lawyer Nguyen Nhu Hai – UniLaw LLC

TRUST ATTORNEYS IN MY AREA: HOW TO CHOOSE

When an international business dispute escalates into a legal battle within Vietnam’s borders, the difference between a multi-million dollar recovery and a total loss often rests on a single choice: your attorney. Choosing a legal representative is not just about finding someone with a law degree; it is about finding a partner who understands the intricate mesh of local civil procedure and international commercial standards. To illustrate the stakes, we begin with a landmark case handled within the Vietnamese judicial system involving a Dutch enterprise and a local textile manufacturer.

The Battle for Recognition: A Tale of International Cotton and Local Enforcement

In early 2018, Vit. B.V., a Dutch enterprise specializing in the sale of cotton fibers, entered into two major contracts with Deth Co., Ltd (anonymized), a Vietnamese company located in Binh Duong. The agreements were clear: Vit. B.V. would supply the raw materials, and Deth Co., Ltd would pay upon receipt. However, a dispute soon erupted regarding non-payment and refusal to accept the cargo. Following the dispute resolution clause in their contract, the matter was brought before the International Cotton Association (ICA) in the United Kingdom.

On March 29, 2019, the ICA Arbitral Tribunal issued Award No. A01/2018/10, ordering the Vietnamese company to pay Vit. B.V. over \$78,263 USD plus 7,505 GBP in arbitration fees. While the Dutch company won the “war” in London, the real struggle began in Vietnam. They needed to enforce this foreign award against a local entity that refused to cooperate. Deth Co., Ltd raised several fierce objections: they claimed the person who signed the contract lacked authority, that the arbitration notice was never properly received, and that the Dutch company had changed its name during the proceedings.

The case moved to the People’s Court of Binh Duong Province. The Vietnamese company argued that under Article 459 of the Code of Civil Procedure 2015, the award should be rejected because they were not properly notified. However, the legal representatives for Vit. B.V. presented meticulous evidence: certified extracts from the Dutch Chamber of Commerce proving the name change was a legal continuity, and FedEx tracking records proving the arbitration documents were delivered to the Vietnamese company’s registered headquarters.

The Result: On September 22, 2022, the Court issued Decision No. 02/2022/QĐST-KDTM, accepting the request of Vit. B.V. and officially recognizing and enforcing the ICA award in Vietnam. This victory was not achieved through luck; it was the result of a lawyer’s ability to bridge international evidence standards with Vietnamese procedural requirements. This is why choosing a “trust attorney” in your area requires looking for those who can navigate both local courts and global treaties.

Verifying the Foundation: Professional Ethics and the Law on Lawyers

The very first step in choosing an attorney is ensuring they adhere to the strict ethical guidelines of the Vietnamese legal profession. A “trust attorney” is one who places the client’s interests above all else, provided those interests remain within the bounds of the law. This is codified in Article 5 of the Law on Lawyers:

“Principles of practicing law: 1. Comply with the Constitution and the law. 2. Comply with the rules of professional ethics and conduct of Vietnamese lawyers. 3. Be independent, honest, and respect objective truth. 4. Use legal measures to best protect the legitimate rights and interests of clients. 5. Be responsible before the law for legal practice activities.”

Plain Language Explanation: This article serves as the “constitution” for a lawyer’s behavior. It means your lawyer must never lie to the court, must act independently of outside pressure, and is legally on the hook for any mistakes or misconduct they commit while representing you.

Furthermore, a critical warning sign when choosing an attorney is a conflict of interest. You must ask: “Are you representing anyone else in this case?” Article 9 of the Law on Lawyers strictly prohibits certain behaviors:

“Strictly prohibit lawyers from performing the following acts: a) Providing legal services to clients with opposing interests in the same criminal case, civil case, administrative case, civil matter… g) Taking advantage of the practice of law… to infringe upon the interests of the State, public interests, or the legitimate rights and interests of agencies, organizations, and individuals.”

Plain Language Explanation: This is a “no-betrayal” rule. A lawyer cannot take money from you to fight a case while also representing the very person you are suing. If a lawyer suggests “helping both sides reach an easy deal” without disclosing they work for both, they are violating the law.

Protecting Your Corporate Identity: Law on Enterprises and Representation

Many business disputes in Vietnam arise because a company didn’t realize who was authorized to sign their documents. This is a common trap for foreign investors. In a case involving a Hong Kong investor, Asiacity Investment Ltd, they discovered that their Vietnamese subsidiary, Unitex Fashion, had been “rented out” to a Korean company along with its corporate seal. This led to unauthorized imports and a \$1 million loss.

A trustworthy attorney must help you understand Article 12 of the Law on Enterprises 2020:

“The legal representative of a dynamic enterprise is an individual representing the enterprise to exercise rights and obligations arising from the transactions of the enterprise, representing the enterprise as the requester for resolution of civil matters, plaintiff, defendant, person with related rights and obligations before Arbitration and Courts…”

Plain Language Explanation: This means the person named as the “Legal Representative” on your business license is the ONLY person who can officially bind your company to a contract or represent you in a lawsuit, unless they have formally authorized someone else in writing.

If you are choosing an attorney to help manage your business, they should also advise you on Article 13 of the Law on Enterprises regarding the responsibilities of these representatives:

“The legal representative of an enterprise has the following responsibilities: a) To perform assigned rights and obligations honestly, carefully, and in the best manner to ensure the legitimate interests of the enterprise; b) To be loyal to the interests of the enterprise; not to abuse their position and title and use information, secrets, business opportunities, and other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals…”

Plain Language Explanation: If your manager uses your company’s “trade secrets” or “client lists” to start their own competing business, they are not just being “clever”—they are breaking their legal duty of loyalty. A good lawyer will help you sue that manager for damages based on this specific law.

Enforcing Contracts: Interest on Late Payments and Commercial Damages

In the “area” of commercial litigation, the most common dispute is the “unpaid invoice.” When choosing an attorney for debt recovery, you need someone who knows how to maximize your recovery by applying the Law on Commerce 2005. Consider the case of Bao Ha Trade Co., Ltd vs. M Trade Co., Ltd in Da Nang. They had a long-standing relationship but no written contract, only invoices and verbal agreements.

When the debt reached over 4.8 billion VND, the creditor sued. A key point of the trial was the calculation of interest. A sophisticated trust attorney will point you to Article 306 of the Law on Commerce:

“In case a party violating a contract is late in paying for goods or remuneration for services and other reasonable costs, the aggrieved party has the right to demand interest on such late payment at the average overdue debt interest rate on the market at the time of payment corresponding to the period of late payment, unless otherwise agreed or provided by law.”

Plain Language Explanation: If someone doesn’t pay you on time, you aren’t just limited to the original bill. You can demand “interest on interest.” The court will usually look at the interest rates of three major local banks to decide how much extra money the debtor owes you for making you wait.

In addition to interest, you can claim actual damages. This was seen in a case between two footwear companies, Company E and Company K, regarding defective raw materials. The court initially rejected the claim, but on appeal, the lawyer successfully argued that Article 302 of the Law on Commerce applied:

“Damages comprise the value of the actual and direct loss which the aggrieved party has suffered due to the breach of the contract by the breaching party and the direct profit which the aggrieved party would have earned if such breach had not occurred.”

Plain Language Explanation: This means if a supplier sends you bad material, and you lose a huge contract with a third party because of it, the supplier might have to pay you for your “lost profits,” not just refund the cost of the materials.

The Shield of Intellectual Property: Stopping Unfair Competition

For many businesses, their name is their most valuable asset. If you are looking for an attorney in your area to protect your brand, look at the BMW Motorrad case. An individual in Vietnam registered several domain names like “bmwmotorrad.com.vn” and “bmw-motorrad.vn” without permission from the BMW Group.

The attorneys for BMW sued for unfair competition. They relied on the Law on Intellectual Property. The result was a decisive victory: the court ordered the immediate withdrawal of the domain names and mandated that the defendant issue a public apology in Tuoi Tre Newspaper for three consecutive issues.

Why this matters for your choice: A trust attorney in this field doesn’t just “send letters.” They know how to use Article 202 of the Law on Intellectual Property to request the court to apply “remedies,” such as:

1. Compelling the termination of the infringement.

2. Compelling a public apology and rectification.

3. Compelling the payment of damages.

Plain Language Explanation: If someone is using your logo or a very similar website name to steal your customers, a lawyer can ask the judge to force them to stop immediately and even pay for the cost of the “specialist” lawyers you had to hire to catch them.

International Elements: Why Treaties and Recognition are the “Gold Standard”

If your business involves a foreign partner, or if you are a foreign national living in Vietnam, you must choose an attorney who understands Judicial Assistance. This is the process where Vietnamese courts communicate with foreign governments to deliver documents or collect evidence. For example, if you are suing a company in Hong Kong, your lawyer must know that Vietnam and China (for Hong Kong) are part of the Hague Service Convention.

According to Article 474 of the Code of Civil Procedure 2015:

“The Court performs the tống đạt (service) of court documents to parties abroad through one of the following methods: a) In accordance with the methods prescribed by international treaties to which the Socialist Republic of Vietnam is a member; b) Through diplomatic channels… c) By registered mail…”

Plain Language Explanation: If your lawyer tries to “hand-deliver” a lawsuit to a company in Hong Kong or the USA personally, the Vietnamese judge might throw the case out. A trust attorney knows the “Official Way”—using the Ministry of Justice and the Ministry of Foreign Affairs—to make sure the lawsuit is legally valid across borders.

Furthermore, if you win a case in a foreign court—say in Bulgaria or South Korea—your attorney needs to know how to bring that judgment to Vietnam. In the case of RMI Company vs. BS Company, a Bulgarian arbitral award was brought to the People’s Court of Ho Chi Minh City. The Vietnamese company tried to argue that the request was filed too late. However, the lawyers correctly identified that the 3-year “statute of limitations” started from the date the award became effective, not the date the dispute began. This nuance saved the case.

This falls under Article 458 of the Code of Civil Procedure:

“When considering an application for recognition and enforcement, the Council shall not re-settle the dispute that has been resolved by a foreign court/arbitration. The Court only checks and compares the judgment/award… with the provisions of this Code and international treaties.”

Plain Language Explanation: A Vietnamese judge is not allowed to “re-try” the case. They cannot say, “I think the London judge was wrong about the facts.” They can only check if the paperwork is correct and if the award violates “basic principles of Vietnamese law.” A skilled lawyer focuses on the paperwork and treaties, not on re-arguing the whole fight.

The Burden of Proof: Ensuring Your Lawyer Wins the “Paper War”

In Vietnamese courts, the judge rarely goes out to “find” the truth. They wait for the lawyers to bring it to them. This is known as the Obligation to Prove under Article 91 of the Code of Civil Procedure 2015:

“A party requesting the Court to protect their legitimate rights and interests must collect, provide, and submit documents and evidence to the Court to prove that the request is grounded and legal…”

Plain Language Explanation: If you say your partner stole 1 billion VND, but you don’t have a bank transfer receipt or a signed paper, the judge will not help you. You cannot just “tell your story”; you must provide the “proof” yourself. A trust attorney will spend months helping you “collect” these papers before even stepping into the courtroom.

There are rare exceptions. For instance, if you are a consumer suing a big corporation, Article 91.1.a shifts the burden:

“The consumer who initiates a lawsuit is not obliged to prove the fault of the organization or individual trading goods or services. The sued organization or individual… has the obligation to prove that they are not at fault for causing damage…”

Plain Language Explanation: If a product explodes in your home, you don’t have to prove exactly “how” the factory messed up. The factory has to prove they did everything perfectly. If they can’t prove they were perfect, they lose. A good lawyer knows when to “flip the script” like this.

Internal Power Struggles: Handling Shareholder and Member Disputes

Sometimes the enemy is not a competitor, but a business partner. We see this in disputes where one member tries to kick another out of a Limited Liability Company (LLC). In a case from Nam Dinh, shareholders of HP Technology Products JSC sued to cancel an “extraordinary” meeting resolution that they claimed was held illegally.

Your attorney must be an expert in Article 30 and Article 31 of the Code of Civil Procedure, which determines which court handles these “internal” wars:

“Disputes between a company and its members; disputes between a company and its managers… or between members of the company with each other related to the establishment, operation, dissolution, merger, consolidation, division, separation, transfer of assets… of the company.”

Plain Language Explanation: If your partner changes the company lock and says you are no longer the owner, you don’t file a “theft” report with the police; you file a “Commercial Dispute” in the Civil Court. A lawyer who tries to treat this as a simple criminal matter is likely inexperienced in corporate law.

A trust attorney will also check if the Statute of Limitations has passed. In one case between Liao Hsun C1 and Company N2, the plaintiff tried to cancel a capital transfer agreement. However, the court found that under Article 132 of the Civil Code, the 2-year time limit for claiming “deception” or “coercion” had already expired. The case was dismissed. This shows that “trust” also means “speed.” A lawyer who waits too long to file your case is not a lawyer you can trust.

Final Checklist: How to Choose Your Attorney

Based on the extensive case law and statutes analyzed above, here is your definitive checklist for choosing a trust attorney in your area:

1. Cross-Border Competence: Do they have experience with recognition and enforcement of foreign awards (like the Vit. B.V. case)?

2. Ethical Transparency: Will they sign a written agreement confirming they have no conflicts of interest as per the Law on Lawyers?

3. Procedural Mastery: Do they understand the “Official Service” requirements for international judicial assistance?

4. Industry Specialization: Do they know the specific WTO commitments or Incoterms for your business line (e.g., logistics, garments, or high-tech)?

5. Strategic Debt Recovery: Can they calculate average market interest rates and “lost profit” damages to make you whole?

6. Document Integrity: Do they insist on legalized and notarized translations of all foreign documents? (Failure to do this led to many lost cases in the sources).

At Unilaw, we have spent decades representing both local champions and global giants. Whether you are dealing with a simple unpaid invoice or a complex \$500 million international arbitration award, the laws of Vietnam provide a pathway to justice—but only for those who know how to walk it. Choose your guide wisely.