Commercial disputes are legal risks that most businesses may face, especially when contracts are not carefully drafted from the outset. Why do many businesses still sign contracts that unintentionally “open the door” to disputes? Which common mistakes in commercial contracts are often overlooked, and what are effective solutions to prevent them?
In practice, most commercial disputes do not arise from intentional breaches but from legal loopholes within contracts. This is precisely what leaves many businesses unprepared when conflicts occur.
One of the leading causes of commercial disputes is vague or ambiguous contract provisions. Businesses often prioritize speed of execution over careful wording, resulting in clauses that lack specific definitions.
Common examples include:
Failure to clearly specify quality standards for goods or services
Payment terms that do not clearly define timing, methods, or conditions for payment obligations
Obligations of the parties described in general terms without linking them to specific legal consequences
When a commercial dispute arises, each party interprets the contract in a way that best serves its own interests. At this point, the lack of clarity becomes a “double-edged sword” that puts businesses at a disadvantage.
Many commercial contracts are drafted with a mindset of “long-term cooperation,” leading to penalty and compensation clauses being omitted or very loosely defined. This is a serious yet common mistake.
Typical consequences include:
No clear legal basis to claim penalties when the counterparty breaches the contract
Difficulty proving damages in commercial disputes
Time-consuming negotiations, or even litigation, with a low likelihood of recovering losses
In practice, DEDICA has observed that many businesses only realize the importance of penalty and compensation clauses after a dispute has already arisen—by which time legal costs and risks have increased significantly.
Beyond contractual terms themselves, commercial disputes also stem from how contracts are structured and managed throughout their performance.
A seemingly “minor” mistake with major consequences is the absence of a commercial dispute resolution clause or having one that is inadequately drafted.
Many contracts fail to:
Clearly identify the competent dispute resolution body (Court or Arbitration)
Specify the governing law, especially in contracts involving foreign elements
Determine the venue, language, and costs of dispute resolution
As a result, when disputes arise, parties waste time and money arguing over jurisdiction, while business operations are disrupted and corporate reputation suffers.
Vietnam’s laws on commerce, investment, and enterprises are constantly evolving. However, many businesses continue using outdated contract templates without periodic legal review.
This can lead to:
Contract terms that no longer comply with current laws
Certain agreements being declared invalid when a commercial dispute occurs
Loss of rights despite appearing advantageous “on paper”
This risk is particularly significant for businesses engaged in investment, distribution, M&A, or cooperation with foreign partners.
Rather than waiting for disputes to arise before seeking legal help, prudent businesses choose to prevent legal risks from the contract negotiation stage.
A good contract is not one that is easy to sign, but one that:
Anticipates potential breach scenarios
Clearly allocates risks between the parties
Provides efficient and effective mechanisms for resolving commercial disputes
Corporate lawyers do more than draft contracts—they act as risk forecasters, helping businesses avoid worst-case scenarios in the future.
Many businesses only consult lawyers once a dispute has already arisen. Meanwhile, outsourced legal department services are becoming a growing trend, enabling businesses to:
Conduct periodic contract reviews
Stay updated on new legal regulations
Receive strategic legal advice during negotiations
DEDICA Law currently supports many businesses as their regular legal counsel, helping them minimize commercial disputes and litigation costs.
With a team of experienced lawyers who have handled numerous complex commercial disputes, DEDICA Law not only assists in dispute resolution but also helps businesses build secure, efficient contract systems aligned with their business strategies.
Are you:
Concerned that your current contracts may carry hidden risks?
Facing or about to face a commercial dispute?
Looking for a long-term corporate legal advisor?
Contact DEDICA Law Firm for in-depth legal consultation!
📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat & Zalo available)
🕒 Working hours: Monday – Friday (8:30 – 18:00)
Contact us now to receive a free initial consultation from our professional legal team.
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