PLUE111 - Introduction to Law

Case Study: Bribery (Case 3)

  • Scenario: hotel manager gives a Rolex watch (estimated value up to 100M VND) to an SOE official to win a bidding contract

  • Group 1 position: permissible only if the hotel is subsequently chosen; not bribery if no benefit received

  • Group 2 position: not permissible under Article 364, 2015 Criminal Code

    • Any person who directly or through an intermediary gives, or promises to give, any tangible or intangible benefit to another person or organization to influence them to perform or not perform a task is illegal

    • Penalties under Article 364:

      • Fine: 20M–200M VND, or up to 3 years community service / 6 months imprisonment

      • Clause 11: 7–12 years imprisonment for bribes valued 500M–1B VND

      • Clause 12: 12–20 years imprisonment for bribes above 1B VND

  • “Networking gift” counter-argument raised:

    • Giving gifts during Lunar New Year or Moon Festival is culturally normal in Asia

    • Argument: no explicit exchange required, so it may just be goodwill

  • Rebuttal to networking gift argument:

    • The law does not require the party to actually make a favorable decision

    • A gift influences judgment even without an explicit quid pro quo

    • It introduces a non-merit factor into the decision-making process, which is sufficient to constitute bribery

  • Additional law: Article 22, Law on Anti-Corruption (2018)

    • State officials must not directly or indirectly receive gifts in any form from organizations or individuals related to work they are handling or under their management

    • Applies regardless of intent or cultural framing

    • Makes the act clearly impermissible on its own, independent of the Criminal Code

  • Key takeaway: both the Criminal Code and the Law on Anti-Corruption must be considered together, not just one in isolation

Why Study Law as a Business Student

  • Student answer (awarded full bonus point):

    • Law protects business rights, employee rights, and consumer rights

    • Provides a standardized baseline for dispute resolution, worker protection, and government compliance

    • Without law: each party interprets obligations differently (“law of the jungle”)

    • Law maintains stability and gives investors confidence that disputes have clear resolution mechanisms

    • Encourages both domestic and foreign investment by providing predictability

  • Teacher’s summary: knowing the law helps you protect yourself and run your business legally

Definition of Law

  • Law defined as: a body of rules created by the state, binding within its jurisdiction, and enforced with the authority of the state through the use of sanctions

  • Three key elements:

    1. Created by the state

    2. Binding within its jurisdiction

    3. Enforced through sanctions

Law vs. Rules

  • Rules can be made by any organization or individual (e.g., university rules, parking lot rules)

  • Law must be created by the state

  • In Vietnam, the body that makes law: National Assembly (Quốc hội)

  • Equivalent bodies in other countries:

    • UK: Parliament

    • USA: Congress

    • Russia: Federal Assembly

Binding Within Its Jurisdiction

  • Binding: compulsory; everyone affected must abide by it; failure results in legal consequences

  • Jurisdiction: refers to a legal system, not just a geographic territory

    • Vietnamese law applies to Vietnamese citizens wherever they are in the world

    • Example: a Vietnamese citizen studying in the US must follow both Vietnamese law and US law simultaneously

  • Jurisdiction example: military rules bind soldiers but not civilians

Sanctions

  • Sanction = legal consequence for failing to comply

  • Example: running a red light on a motorbike carries a fine of approximately 6–8M VND (students advised to verify exact current amount)

Sources of Law in Vietnam

Two Main Categories

  • Legislation (văn bản luật): made by the National Assembly

  • Delegated legislation (văn bản dưới luật): made by lower authorities

Why Delegated Legislation Exists

  • Legislation sets out general principles and frameworks applicable across all areas of life

  • Cannot cover every specific situation or changing circumstance

  • Delegated legislation provides:

    • Detailed interpretation and explanation

    • Implementation guidance for specific contexts and scales (local, sectoral, national)

  • Types of delegated legislation: ordinances, decrees, circulars, decisions, resolutions, orders

    • Ordinances: Pháp lệnh

    • Decrees: Nghị định

    • Circulars: Thông tư

    • Decisions: Quyết định

    • Resolutions: Nghị quyết

    • Orders: Lệnh

Legislation: Three Main Documents

  1. Constitution (Hiến pháp)

  2. Acts / Laws (Đạo luật / Luật)

  3. Codes (Bộ luật)

The Constitution

Status and Importance

  • The Constitution is the supreme law of the country (“the law of the law” / fundamental law)

    • This special status is linked to its content: it establishes the political system and organization of the state, sets out the powers and limits of state agencies, and protects human rights and citizen rights

    • Human rights apply to every person regardless of nationality, while citizen rights apply specifically to Vietnamese citizens

    • Because other legal documents must be based on and must not contradict these constitutional principles, the Constitution has the highest legal effect

  • Ranked first in the Vietnamese legal system

  • All other legal documents must conform to the Constitution

  • Slogan seen at state agencies: “Sống và làm việc theo Hiến pháp và pháp luật”

    • Constitution is listed separately from law to emphasize its supreme status

    • If conflict arises between the Constitution and any other legal document, the Constitution always prevails

    • A legal document that contradicts the Constitution is declared unconstitutional (vi Hiến)

    • Consequence: the document must be abolished, or revised/amended to conform

Real-World Example of Unconstitutionality

  • Ministry of Police circular (over 10 years ago): limited every citizen to owning one motorbike only

  • Rationale given: reduce traffic and control crime by limiting vehicle numbers

  • Problem: the Constitution guarantees citizens absolute rights over their property

  • Limiting property ownership was ruled unconstitutional

  • Result: the circular was abolished

Why the Constitution Is Supreme (Student Discussion)

  • It establishes the political system and type of state (Vietnam: Socialist Republic, rule of law)

  • It sets out how the government is organized and how each state agency operates

    • National Assembly, courts, People’s Procuracy all governed by the Constitution

  • It limits the power of the government

    • Citizens can use the Constitution to check whether state agencies are acting within their authority or abusing power

  • It protects human rights and citizen rights

    • Human rights: applicable to all human beings regardless of nationality

    • Citizen rights: applicable to Vietnamese citizens only

    • Example: a US citizen traveling in Vietnam is still protected by human rights provisions in the Constitution

  • Article 190, 2013 Constitution: “The Constitution is the fundamental law of the Socialist Republic of Vietnam and has the highest legal effect. Other legal documents must conform to the Constitution; acts violating the Constitution shall be dealt with.”

History of Vietnamese Constitutions

  • 1946: first Constitution (declared independence era)

  • 1959

  • 1980

  • 1992

  • 2013: current Constitution

  • 2025: most recent revision

    • Major change: local authority restructured from 3-level to 2-level (district level abolished)

Rule of Law

  • Meaning: everyone must follow the law; no one is above the law

  • Applies equally regardless of position (e.g., Chairman of the National Assembly vs. ordinary citizen)

  • Law is a standard applicable to everyone

Acts, Codes, and Key Business Laws

Acts (Luật / Đạo luật) vs. Codes (Bộ luật)

  • Acts and codes share the same legal validity (both made by the National Assembly)

  • Difference is in scope and complexity:

    • Acts govern a specific area of law (e.g., Law on Enterprises: ~300 articles)

    • Codes have a broader scope of application (e.g., Civil Code: 600+ articles)

    • Codes require more legal technique and time to develop

    • When an act does not cover a situation sufficiently, the relevant code is used as a fallback

Which Law Prevails: Commercial Law vs. Civil Code?

  • Example: penalty clause in a commercial contract set at 20% of contract value

    • Commercial Law, Article 301: penalty threshold capped at 8% of contract value

    • Civil Code: parties are free to agree on any penalty amount

    • Conflict: which prevails?

  • Answer: depends on the nature of the transaction, not on legal hierarchy

    • Commercial activity between companies → Commercial Law applies

    • Activity between individuals → Civil Code applies

    • The fact that one law applies does not mean it has higher legal validity; it is simply more appropriate to the transaction

Examples of Business-Relevant Laws (Named in Class)

  • Law on Corporate Income Tax (CIT)

  • Law on Commerce (Commercial Law)

  • Law on Enterprises (Luật Doanh nghiệp)

  • Law on Investment

  • Law on Intellectual Property

  • Law on Credit Institutions

Examples of Codes Named in Class

  • Civil Code (Bộ luật Dân sự)

  • Criminal / Penal Code (Bộ luật Hình sự)

  • Labor Code (Bộ luật Lao động)

  • Civil Procedure Code (Bộ luật Tố tụng Dân sự)

  • Criminal Procedure Code (Bộ luật Tố tụng Hình sự)

  • Vietnam Maritime Code (Bộ luật Hàng hải Việt Nam)