The Role of Arbitration in Copyright Disputes Between Vietnamese and Singaporean Companies
International copyright disputes between Vietnamese and Singaporean companies are becoming increasingly common, particularly in the fields of technology, digital content, software, and other creative products. Arbitration is a preferred dispute resolution method due to its many advantages over traditional courts, but it also presents challenges related to differences in legal systems, procedures, and enforcement mechanisms. This article explores the role of arbitration, key considerations for Vietnamese companies in copyright disputes with Singaporean entities, and practical solutions to leverage arbitration effectively in Vietnam.
1. Why Arbitration Plays a Key Role in International Copyright Disputes
Advantages of Arbitration Over Courts in Copyright Disputes
a. International Nature and High Level of Expertise
International arbitration institutions like those in Singapore (e.g., SIAC) offer a legal system and arbitrators with deep expertise in copyright and intellectual property, as well as extensive experience in cross-border disputes. Vietnamese businesses that choose international arbitration gain access to this level of specialization, often through more streamlined procedures compared to domestic court litigation.
b. Flexibility and Procedural Freedom
The parties can agree on the applicable law, number of arbitrators, venue for hearings, language, and more. Singapore's International Arbitration Act of 1994 allows extensive procedural autonomy; where agreement is not reached, default rules apply. In contrast, Vietnam’s Law on Commercial Arbitration (2010) and Civil Procedure Code (2015) offer more specific guidance in cases where the parties cannot agree, ensuring procedural continuity.
c. Enforceability of Foreign Arbitral Awards
Vietnam is a signatory to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. A valid arbitral award from Singapore can be recognized and enforced in Vietnam, provided it does not violate the Convention or Vietnamese procedural laws. This gives Vietnamese companies a practical tool for protecting their rights when assets or obligations reside in Vietnam.
d. Emergency Measures and Asset Protection
In copyright disputes, it is crucial to prevent violations early (e.g., unauthorized copying or distribution). Singapore’s arbitration system allows for emergency arbitrators and interim relief measures to quickly protect a party’s rights. Vietnam currently lacks equivalent comprehensive regulations for such international proceedings.
2. Challenges and Considerations for Vietnamese Companies Using Arbitration in Copyright Disputes with Singaporean Entities
Legal and Practical Risks
a. Understanding and Drafting a Valid Arbitration Agreement
An arbitration agreement must be documented in writing according to both Singaporean and Vietnamese laws. Singapore allows for more flexibility (including recordings or conduct that evidences agreement), while Vietnam requires specific written forms. A vague or improperly executed arbitration clause could result in the award being unenforceable.
It is essential to clearly determine the applicable law, especially since copyright is often governed by the law of the country where the rights are registered or developed. The choice of governing law affects ownership, usage rights, infringement definitions, and remedies. International arbitration may apply one party’s law if agreed, but absence of clarity can lead to legal disputes.
b. Risk of Non-Recognition or Non-Enforcement in Vietnam
Under Article 459 of Vietnam’s Civil Procedure Code (2015), courts may refuse to recognize a foreign arbitral award if, for instance, the arbitration agreement is invalid under the applicable law or the award conflicts with “fundamental principles of Vietnamese law.”
This concept of "fundamental principles" is not clearly defined, creating case-by-case inconsistencies based on court interpretation.
Additionally, procedural requirements—such as translation, notarization, and consular legalization—can delay or block enforcement if not properly met.
c. Cost, Time, and Technical Evidence Challenges
Copyright disputes typically require specialized knowledge of creative processes, technology, patents, and evidence of infringement (e.g., unauthorized copying, internet distribution, software piracy). Preparing detailed copyright agreements, technical documents, expert analysis, and evidence gathering can be costly.
Disputes may be prolonged if parties argue over arbitrator jurisdiction, applicable law, venue, or interim measures.
d. Legal Culture and Procedural Differences
Singapore has a long-established international arbitration system, and institutions like SIAC offer clear rules and highly professional proceedings. Vietnam is working to improve its arbitration legal framework to align with UNCITRAL and international practices.
Differences in language, translation accuracy, and document equivalency (e.g., patents, copyright certificates) can raise questions about the legal validity of evidence and risk award rejection in Vietnam if preparation is inadequate.
3. Solutions for Vietnamese Companies to Effectively Leverage Arbitration in International Copyright Disputes
3.1 Strategic Preparation Before Choosing Arbitration
a. Drafting Comprehensive Copyright and Arbitration Agreements
When signing copyright contracts, include clear arbitration clauses specifying: seat of arbitration (e.g., Singapore, SIAC), applicable law, language, number of arbitrators, and explicit mention of governing copyright law.
Ensure the arbitration agreement is documented in writing that complies with both Singaporean and Vietnamese legal requirements.
Include provisions for emergency measures and emergency arbitrators if disputes arise.
b. Selecting Reputable Arbitration Institutions and Experienced Arbitrators
Well-regarded international arbitration centers like SIAC are trusted by many businesses. Selecting a reputable institution enhances procedural predictability and increases the likelihood of smooth resolution and enforcement.
Choose arbitrators with specific experience in copyright law and familiarity with both Vietnamese and international laws to avoid unnecessary legal debate.
c. Preparing Evidence and Engaging Technical Experts or Local Counsel
Copyright claims require proof of ownership, specific infringements, damages, and impact. Collecting emails, digital records, and online evidence is essential.
Use technical experts in digital content, software, or data protection for expert opinions or testimony.
Engage local counsel in Vietnam to understand and comply with procedural requirements for recognition and enforcement of foreign arbitral awards.
3.2 Improving the Legal Environment and Compliance in Vietnam
a. Enhancing the Legal Framework for Arbitration and Copyright
Revise Vietnam’s Commercial Arbitration Law and copyright legislation to clarify terms like “fundamental principles of Vietnamese law” and “public order,” to reduce inconsistencies in judicial interpretation.
Establish a legal framework for temporary emergency measures in international arbitrations involving Vietnam to quickly protect assets and prevent copyright infringement.
b. Strengthening the Enforcement of Foreign Arbitral Awards
Conduct training programs for courts and business communities on the New York Convention and Vietnam’s recognition and enforcement procedures.
Ensure that translation, notarization, and legalization requirements for foreign documents are applied flexibly where arbitration rules allow.
Promote legal guidance and publish precedents or court decisions on recognition of foreign arbitral awards to encourage consistency in judicial practice.
Conclusion
Arbitration plays a crucial role in resolving copyright disputes between Vietnamese and Singaporean companies due to its international nature, procedural flexibility, specialized expertise, and enforceability. To maximize the benefits of arbitration, Vietnamese companies must prepare thoroughly—drafting proper arbitration clauses, choosing the right legal framework, collecting robust evidence, and cooperating with experienced professionals in both jurisdictions.
Meanwhile, Vietnam’s legal system must continue evolving to reduce the risks of non-recognition of arbitral awards and clarify legal concepts and enforcement procedures. With proper preparation and a supportive legal framework, arbitration can become a powerful tool for protecting intellectual property and enhancing the global competitiveness of Vietnamese enterprises.
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