Conditions for Suing a Foreign Partner in Vietnamese Courts
When a Vietnamese business or individual intends to sue a foreign partner in Vietnam, legal conditions such as jurisdiction, statute of limitations, evidence, and contract terms are critical. The article below clearly explains the conditions for initiating a lawsuit in Vietnam—helping you understand whether you can sue and what you should prepare.
1. Why you must be cautious when suing a foreign partner in Vietnam
Filing a lawsuit against a foreign company or individual in Vietnam is not as straightforward as a purely domestic dispute. Because the relationship between the parties involves a foreign element—i.e., one party is a foreign entity, or the contract is signed abroad or performed abroad—the law must ensure adjudicatory capacity, enforceability, and the proper forum.
1.1. The foreign element and its impact on bringing suit in Vietnam
Under the 2015 Civil Procedure Code (CPC 2015), a case is considered to have a “foreign element” if it meets at least one of the following criteria:
At least one of the parties is a foreign individual or organization.
Both parties are Vietnamese entities, but the relationship was established, modified, performed, or terminated abroad.
Both parties are Vietnamese entities, but the subject matter of the relationship is located abroad.
When a foreign element exists, filing suit in Vietnam is still possible, but the legal conditions concerning court jurisdiction, choice of court or arbitration, statute of limitations, and enforcement of judgments must be satisfied.
1.2. Limitation period and risks of missing the deadline
A seemingly minor but crucial condition is the statute of limitations. For example, in commercial disputes (including those with a foreign element) under the 2005 Commercial Law, the limitation period is generally two years from the date the lawful rights and interests were infringed. If you file after this period, Vietnamese courts are likely to dismiss the case or return the statement of claim.
Therefore, when risks arise in dealings with foreign partners, businesses or individuals should closely track limitation deadlines to protect their rights.
2. Specific conditions for bringing suit in Vietnam
Below are the main conditions you must verify before suing a foreign partner in Vietnam to avoid having your claim rejected or losing the right to sue.
2.1. Do Vietnamese courts have jurisdiction?
The first condition is to determine whether a Vietnamese court has authority to hear the case. Under Article 469 of the CPC 2015, Vietnamese courts have general jurisdiction in the following situations:
The defendant is an individual residing, doing business, or habitually living in Vietnam.
The defendant is an organization with its head office in Vietnam, or with a branch/representative office in Vietnam related to the dispute.
The defendant has assets within Vietnamese territory.
The civil relationship was established, modified, or terminated in Vietnam; or its subject matter is property located in Vietnam; or the obligations are performed in Vietnam.
The case arose abroad but relates to rights and obligations in Vietnam.
Apart from general jurisdiction, some cases fall under the exclusive jurisdiction of Vietnamese courts—meaning only Vietnamese courts may adjudicate them. Examples include disputes over real property located in Vietnam or cases where the parties have agreed, as permitted by law, to choose Vietnamese courts.
If the case is not within the jurisdiction of Vietnamese courts—for instance, if there is a valid agreement choosing a foreign court and nothing renders that agreement ineffective—then a lawsuit filed in Vietnam may be refused.
2.2. Contractual choice of court or arbitration and its validity
Another condition to examine is the contract or agreement on the method of dispute resolution between you and the foreign partner. If the contract clearly states “settlement by a foreign court” or “international arbitration,” suing in Vietnam may be affected. Under Article 472 of the CPC 2015, Vietnamese courts will return or dismiss the petition if the case falls within their general jurisdiction but the parties have a valid agreement selecting a foreign court or arbitration.
However, exceptions exist: if the parties later agree to choose Vietnamese courts, or the foreign forum agreement is invalid or impossible to perform, or the foreign court/tribunal refuses jurisdiction, then Vietnamese courts may accept the case.
2.3. Evidence, documents, and filing preparation
Preparing documents and evidence is indispensable when suing a foreign partner in Vietnam. Key points include:
The statement of claim must be submitted to a competent court and satisfy the requirements of Article 189 of the CPC 2015 (clearly stating claims, legal grounds, and attaching supporting evidence) for civil actions in general.
Documents and evidence originating abroad or executed overseas must be consularly legalized or duly authenticated to be accepted by Vietnamese courts.
The limitation period must still be valid; otherwise, the court may dismiss the case.
You must clearly determine the applicable laws, the relevant contract(s), the correct defendant, and the rights and interests infringed.
3. Important notes and practical advice when suing a foreign partner in Vietnam
After understanding the above conditions, keep in mind the following practical considerations to increase your chances of success and avoid risks.
3.1. Choosing the forum and dispute resolution method
Before filing in Vietnam, businesses should carefully consider:
Whether to choose arbitration or court litigation. International arbitration may be faster and more flexible, but if you wish to enforce the award in Vietnam, you must ensure its recognizability and enforceability in Vietnam.
The court’s location in Vietnam: suing in Vietnam is advantageous if the partner has assets in Vietnam or maintains a branch in Vietnam.
Forum selection in the contract: if the contract does not specify a forum, Vietnamese law (e.g., Article 469 CPC) will determine jurisdiction.
3.2. Risks and costs to consider
Suing a foreign partner in Vietnam carries notable risks:
An agreement choosing a foreign court may prevent Vietnamese courts from accepting the case if the agreement remains valid.
Enforcing a judgment in Vietnam can be difficult if the partner has no identifiable assets in Vietnam or due to issues with judicial assistance and foreign evidence.
Time and litigation costs may be higher due to international factors: translation, consular legalization, and cross-border evidence collection.
Vietnamese courts may return or dismiss the petition if requirements on jurisdiction, limitation period, or contract terms are not met (Article 472 CPC 2015).
3.3. Practical steps for businesses
Before signing with a foreign partner: include a clause selecting Vietnamese courts, or at least arbitration seated in Vietnam or with a branch in Vietnam, to facilitate future proceedings.
When a violation arises: immediately check the limitation period, identify the proper venue and defendant, locate assets in Vietnam, and compile a dossier including the contract, correspondence, and evidence of breach.
Consult Vietnamese counsel experienced in foreign-related disputes to assess jurisdiction, competing forum clauses, legalization of foreign evidence, and the enforceability of judgments.
If the matter involves assets in Vietnam or a Vietnamese branch, bringing the case in Vietnam is often the best way to protect rights and ensure effective enforcement.
4. Conclusion
If you are considering suing a foreign partner in Vietnam, make sure the following conditions are met: Vietnamese courts have jurisdiction; the contract contains an appropriate and valid choice-of-forum/arbitration clause; the limitation period remains in effect; and your evidence and documents are complete and legally valid. Missing any of these conditions can seriously affect your ability to protect your rights and interests.
Contact DEDICA Law Firm for expert legal consultation!
📞 Hotline: (+84) 39 969 0012 (Available on WhatsApp, WeChat, and Zalo)
🏢 Head Office: 144 Vo Van Tan Street, Xuan Hoa Ward, Ho Chi Minh City (144 Vo Van Tan Street, Vo Thi Sau Ward, District 3, Ho Chi Minh City)
🕒 Business Hours: Monday – Friday (8:30 AM – 6:00 PM)
Reach out today for a free initial consultation with our team of professional lawyers!
