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Has your partner suddenly announced a policy change and unilaterally terminated a signed sales contract? Is the business required to accept such termination, or can it claim compensation? The article below helps you identify legal risks and understand how to protect your rights when a contract dispute arises.
In business operations, sales contracts form the foundation for defining the rights and obligations of the parties. However, many businesses face situations where a partner unexpectedly announces changes in internal policies, group policies, or business strategies and uses those changes as a reason to terminate an already executed sales contract.
At the moment such notice is received, many businesses become uncertain: Is this reason legally valid? Should the contract continue to be performed, or should termination be accepted to avoid risks? If objecting, what legal basis should be relied upon? Improper handling may cause businesses to lose their right to claim damages, damage their commercial reputation, or suffer significant financial losses.
Under Vietnamese civil and commercial laws, a sales contract may only be terminated or canceled in cases permitted by law or explicitly agreed upon in the contract. A unilateral change in internal policy, business policy, or corporate strategy does not automatically constitute a lawful ground for contract termination.
Only in specific circumstances—such as where the contract expressly allows unilateral termination due to policy changes, or where such changes result from force majeure events or mandatory changes in law—may termination be considered lawful. Otherwise, such termination is highly likely to be deemed unlawful unilateral termination.
In practice, many businesses focus primarily on price and delivery schedules while overlooking “sensitive” clauses such as termination conditions, exemption from liability, change of circumstances clauses, or compensation mechanisms.
When a contract dispute arises, the terminated party often finds itself in a passive position due to the lack of a strong legal basis for argument. This is why early-stage legal consultation plays a critical role in corporate risk management.
When a partner cites policy changes to terminate a sales contract, businesses should not hastily accept such termination. The first step is to comprehensively review all legal documents to accurately determine the nature of the conduct and identify appropriate solutions.
The most critical step is a detailed analysis of the signed sales contract. Corporate lawyers will focus on termination clauses, force majeure provisions, change of circumstances clauses, notification obligations, and liability for damages.
In many cases, the contract does not allow unilateral termination based on policy changes. In such situations, the business has the right to demand continued performance of the contract or full compensation for damages, including actual losses and lost profits.
Not every termination notice is lawful. Lawyers will assess whether the policy change cited by the partner falls under liability exemption, results from mandatory legal changes, or merely reflects an internal unilateral decision.
If the termination is determined to be unlawful, the business has sufficient grounds to initiate a contract dispute lawsuit, claim damages, or demand contractual penalties as agreed. This not only protects financial interests but also helps maintain the company’s market position and commercial reputation.
In many cases, the business’s goal is not merely to win a lawsuit but to minimize risks and legal costs. Experienced lawyers can assist businesses in developing negotiation strategies that make partners fully aware of the legal risks of unlawful termination.
Effective negotiation may result in more favorable outcomes, such as partial compensation, contract extension, or alternative forms of cooperation. This practical solution is often prioritized before resorting to litigation.
DEDICA is a professional law firm based in Ho Chi Minh City with extensive experience in contract dispute resolution, corporate legal advisory, and handling complex matters related to the sale of goods.
We not only focus on resolving immediate disputes but also help businesses review their entire contract system and adjust clauses to prevent future legal risks.
In the long term, businesses should proactively develop a comprehensive contract legal strategy. Regular legal advisory services enable businesses to control risks, draft robust contracts, and respond promptly when disputes arise.
Are you facing a similar issue? Has your partner cited policy changes to terminate a sales contract, leaving you unsure how to proceed? Do not let a hasty decision deprive your business of its rightful interests.
Contact DEDICA Law Firm for in-depth legal consultation!
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, and Zalo)
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Contact us today to receive your first free consultation from our professional legal team.
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