Can foreigners who are deceived into signing contracts in Vietnam face criminal prosecution?

Foreigners being deceived when signing contracts in Vietnam is not uncommon, especially amid the growing number of investment, leasing, and business cooperation activities. However, when risks arise, can such deceptive acts be subject to criminal prosecution, or are they merely civil disputes? What should foreigners do to protect their legitimate rights and interests?

When foreigners sign contracts in Vietnam: where do the risks come from?

In practice, many foreigners place significant trust in local partners or intermediaries when signing contracts in Vietnam. Differences in language, legal systems, and business practices often put them at a disadvantage. In many cases, contracts are drafted solely in Vietnamese, contain complex clauses, or are intentionally designed with legal “traps.”

Therefore, when foreigners realize they have been deceived, the most pressing question is often: Is this a normal contractual dispute, or does it constitute a criminal offense?

Can foreigners deceived into signing contracts in Vietnam seek criminal prosecution?

Distinguishing between civil disputes and criminal fraud

Not all cases where foreigners are deceived when signing contracts in Vietnam qualify for criminal prosecution. Vietnamese law clearly distinguishes between:

• Civil disputes: arising from a party’s failure or improper performance of contractual obligations.

• Criminal fraud (fraudulent appropriation of property): involving intentional deception from the outset to unlawfully appropriate the other party’s property.

If the matter is merely a contractual breach, it will be resolved through civil litigation. However, if deceptive intent from the time of contract execution can be proven, criminal prosecution may be pursued.

Signs indicating possible criminal liability

Key indicators that a case may qualify for criminal handling include:

• The counterparty provides false information about legal status, ownership of assets, or capacity to perform the contract.

• The contract is used as a tool to appropriate money, followed by absconding or inability to fulfill commitments.

• The subject matter of the transaction does not exist or has already been mortgaged or transferred to another party.

• There are multiple victims affected by the same fraudulent scheme.

Such factors may constitute the crime of fraud under the Vietnamese Penal Code.

Legal framework for criminal handling of contractual fraud

Legal basis applicable to foreigners

Vietnamese law does not discriminate based on nationality. Accordingly, foreigners deceived when signing contracts in Vietnam are protected in the same manner as Vietnamese citizens.

Under current regulations, fraud may result in:

• Monetary fines or imprisonment depending on the value of the misappropriated assets.

• Additional penalties such as professional bans or compensation for damages.

The key element is proving fraudulent intent from the outset, rather than merely non-performance of contractual obligations.

Practical challenges in pursuing criminal cases

Although legally permitted, foreigners often face practical difficulties when pursuing criminal cases in Vietnam, such as:

• Challenges in collecting evidence due to language barriers.

• Lack of familiarity with Vietnamese criminal procedures.

• Prolonged proceedings affecting business operations and residency plans.

Therefore, having experienced business lawyers involved from the beginning is crucial to the success of the case.

Legal solutions for foreigners deceived when signing contracts in Vietnam

Properly assessing the nature of the case from the outset

Not every case of being “deceived” should lead to criminal prosecution. Choosing the wrong approach may result in prolonged proceedings, increased costs, and unsatisfactory outcomes.

Lawyers should assess:

• Whether fraudulent intent existed from the beginning.

• The value of the assets and extent of damages.

• The feasibility of asset recovery through civil or criminal proceedings.

This is a critical step often overlooked by foreigners, leading to loss of legal advantage.

Optimal strategies from a practical perspective

In many cases, the most effective solution is not limited to litigation or criminal denunciation alone, but a combination of measures:

• Filing a criminal complaint to exert legal pressure.

• Simultaneously preparing civil litigation to safeguard property rights.

• Negotiating and settling with the support of legal counsel to shorten resolution time.

This approach is particularly effective in cases involving foreign investors deceived in Vietnam in areas such as investment, M&A, real estate leasing, or business cooperation.

The role of DEDICA Law in protecting foreigners

DEDICA Law is a professional law firm based in Ho Chi Minh City, with a team of experienced and reputable lawyers. We understand the legal risks commonly faced by foreigners deceived when signing contracts in Vietnam.

DEDICA supports clients by:

• Analyzing and assessing contractual legal risks.

• Advising on appropriate civil and criminal legal strategies.

• Representing clients before investigative authorities, courts, and counterparties.

• Accompanying clients throughout the process to recover assets and protect business reputation.

We not only address legal consequences but also help clients prevent risks in future transactions.

When foreigners are deceived when signing contracts in Vietnam, remaining silent or choosing the wrong approach may lead to increasing losses. Correctly identifying the nature of the case and selecting an appropriate legal strategy is key to protecting your rights.

Are you facing a similar issue?
Contact DEDICA Law for the most suitable legal strategy.

📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat & Zalo supported)
🕒 Working hours: Monday – Friday (8:30 AM – 6:00 PM)
Contact us now to receive your first free consultation from our professional legal team.