Guide to Filing a Lawsuit for Business Cooperation Contract (BCC) Disputes in Vietnam

When a business cooperation relationship breaks down—such as one party failing to contribute capital, share profits, or manage the project as agreed—many businesses and individuals wonder: can they file a lawsuit? What is the procedure, and what should be prepared to increase the chance of winning? This article provides a detailed guide to filing a lawsuit through the court system in Vietnam, based on the latest legal framework (Investment Law 2020, Civil Code 2015, Civil Procedure Code 2015, etc.).

1. Legal Basis and Characteristics of BCC Disputes

1.1 Definitions and Legal Grounds

According to Clause 14, Article 3 of the 2020 Investment Law, a Business Cooperation Contract (BCC) is a contract between investors to conduct business together and share profits or products without establishing a new legal entity.

In the 2015 Civil Code, cooperation contracts involving capital contribution and profit sharing are governed by Articles 504–512.

BCC disputes are mostly categorized as commercial disputes under Clause 1, Article 30 of the 2015 Civil Procedure Code (business and commercial disputes).

Therefore, if you are a party to a BCC and the other party breaches the contract, you have the right to file a lawsuit at a competent court for resolution according to current laws.

1.2 Common Dispute Triggers in BCCs

Typical types of disputes in BCCs include:

• Capital contribution disputes (unfulfilled, delayed, or partial contribution).

• Disagreements over profit/loss sharing (unclear or non-transparent mechanisms).

• Disputes over project management, control rights, and responsibilities.

• Breaches involving unilateral contract termination, early withdrawal, or unclear exit terms.

• Penalty and damage compensation claims due to contract breaches.

Since a BCC does not establish a separate legal entity, it is crucial to prove the parties’ intentions, agreed terms, and actual performance when disputes arise.

2. When to File a Lawsuit — Necessary Conditions

Before filing a lawsuit in court, ensure that you meet the following conditions:

• Prior attempts at resolution — negotiation or mediation, especially if stipulated in the contract, or if you have sent written requests that the other party ignored.

• A legally valid BCC — written form, legal capacity of parties, lawful and non-prohibited content.

• Clear contractual breach — such as failure to contribute capital, mismanagement, non-payment of profits, or unauthorized withdrawal.

• Strong evidence — including the original contract, meeting minutes, correspondence, financial records, inspection reports, accounting books, emails, messages, etc.

• Statute of limitations — generally 3 years from when you knew or should have known about the breach (under the Civil Code).

• Jurisdiction identification — the competent court by level and locality (detailed below).

Meeting these conditions is essential to pursue legal proceedings effectively.

3. Determining Court Jurisdiction

Properly identifying jurisdiction is critical for your case to be accepted:

3.1 Jurisdiction by Court Level and Case Type

As BCC disputes are considered commercial disputes, they fall under Article 30 of the Civil Procedure Code 2015.

According to Article 35, first-instance commercial disputes are usually handled by district-level People’s Courts.

However, if the case involves foreign parties or overseas assets, it may fall under the jurisdiction of provincial-level People’s Courts.

3.2 Jurisdiction by Territory

As per Points a and b, Clause 1, Article 39 of the Civil Procedure Code 2015:

• The court with jurisdiction is the one located where the defendant resides or has its headquarters.

• If the contract specifies a different court in writing, and the agreement is valid, that court may be chosen.

Therefore, clearly stating the defendant's address and any jurisdictional clause in your lawsuit is critical.

4. Step-by-Step Procedure to File a BCC Lawsuit

Here is the general process when pursuing legal action:

Step 1: Prepare the Lawsuit Dossier

• Lawsuit petition: clearly state parties involved, dispute details, and claims (e.g., enforcement of contract, capital refund, profit sharing, damage compensation, interest on delayed payment).

• BCC contract and amendments (if any).

• Performance evidence: delivery records, payment receipts, correspondence, emails, etc.

• Legal status documents: business registration, representative appointments, personal IDs, etc.

• Additional documents: collateral agreements if the contract involves shared or secured assets.

• Certified copies and originals: with a signed declaration or legally authenticated copies.

Step 2: Submit the Petition

• File at the competent court (first-instance level).

• Methods include in-person submission, postal mail, or online (if supported).

• The court will assess whether the petition meets the requirements for acceptance.

Step 3: Court Acceptance or Rejection

• If valid, the court issues a notice of acceptance and informs the defendant.

• If rejected (due to lack of jurisdiction, missing documents, expired statute of limitations), you may revise or redirect the case to the correct court.

Step 4: Pre-trial Preparation

• The court may request further documents or evidence.

• Both sides can respond or submit additional evidence within the allowed timeframe.

• The court may organize mediation sessions. If successful, the case closes; if not, the trial proceeds.

Step 5: Trial Hearing

• Both parties present arguments, confront each other, submit evidence and witnesses (if any).

• The court bases its judgment on the contract, evidence, and testimonies.

• The judgment may include enforcement, damage compensation, late interest, and penalties (if agreed in the contract).

Step 6: Judgment Enforcement

• If the losing party refuses to comply voluntarily, the winning party may request civil enforcement (except for cases involving international or offshore assets).

5. Tips to Improve BCC Lawsuit Success Rate

Here are practical tips to enhance your chance of winning:

• Draft detailed contracts from the start, especially regarding capital contributions, governance, profit-sharing, termination clauses, and dispute resolution forums.

• Document all communications (emails, minutes, messages) to serve as strong evidence later.

• Notarize contracts involving assets that require registration (land, real estate) for added legal weight.

• Maintain transparent records and reports during cooperation to aid in dispute resolution.

• Monitor limitation periods—typically 3 years, unless otherwise specified.

• Attempt negotiation or mediation first, showing good faith and creating helpful evidence.

• Request interim measures (e.g., asset freezing) if there’s a risk of loss before a final judgment.

• Include delayed interest claims in the lawsuit if allowed by the contract or law.

• Present clear arguments during trial, focusing on contract terms, breach facts, and quantifiable damages.

6. Conclusion

Filing a lawsuit over a Business Cooperation Contract (BCC) is not easy. But with thorough preparation—from contract drafting, evidence collection, jurisdictional clarity, to legal arguments—you significantly improve your chances of winning the case and protecting your rights.

Contact DEDICA Law Firm for expert legal consultation!

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