My partner unilaterally terminated the contract and only offered a small amount of compensation, which I find unsatisfactory, but I don't know how to calculate the actual damages.

“My company was fulfilling a contract when our partner suddenly terminated the cooperation. They only offered a relatively small amount of compensation, but I feel the actual damage is much greater. The problem is, I don't know how to calculate the damages to make a claim in accordance with the law.”

This is a fairly common situation in commercial disputes in Vietnam, especially with service, processing, distribution, marketing, or long-term contracts. Many businesses, when faced with unilateral contract termination by a partner, often focus only on “lost revenue.” However, according to the 2005 Commercial Law and the 2015 Civil Code, to claim compensation for damages, the affected party usually needs to prove the actual damages incurred and the connection between those damages and the breach of contract.

This means that simply claiming significant damages doesn't mean you can demand any amount. In many cases, businesses will need to demonstrate expenses such as those incurred to implement the project, personnel mobilized, goods prepared, operating costs incurred, or other actual losses directly related to the terminated contract.

Furthermore, many businesses easily confuse "penalties for breach of contract" with "compensation for damages." Some contracts only stipulate a fixed penalty but do not specify a compensation mechanism. Conversely, there are cases where businesses can claim additional compensation if they can prove actual damages incurred beyond the contractual penalty.

Another common problem is that many companies do not keep complete project implementation documents, making it difficult to prove actual damages when disputes arise. For example, personnel costs, implementation emails, production plans, or previous work data may no longer be fully stored. In reality, the ability to claim compensation will depend heavily on the contract content, the company's existing data, and how actual damages can be proven. This is why businesses should carefully review contract termination clauses, penalties for breach of contract, and compensation for damages from the signing stage, rather than only considering them after a dispute has occurred.

Contact DEDICA Law Firm for expert legal advice!

📞 Hotline: (+84) 39 969 0012 (Support available via WhatsApp, WeChat, and Zalo)

🕒 Opening hours: Monday – Friday (8:30 AM – 6:00 PM)

Contact us today for a free initial consultation with our team of professional lawyers!