Tiếng Việt
中文 (中国)
日本語
In Vietnam’s cross-border business environment, bilingual contracts are increasingly common — typically drafted in both Vietnamese and English (or another foreign language). While bilingual agreements aim to ensure mutual understanding, they can introduce significant legal risks if not carefully managed. This article outlines the most frequent mistakes found in bilingual contracts and offers guidance on how to prevent them.
Inconsistency Between Language Versions
One of the most common issues is discrepancy between the two language versions. Differences in wording, grammar, or terminology can lead to conflicting interpretations of key provisions.
To prevent this:
- Always clearly state the governing language while contract drafting.
- Use professional legal translators, not machine translation or informal interpretation.
- Conduct a side-by-side legal review to ensure legal equivalence between versions.
In case of a dispute, Vietnamese courts will usually apply the Vietnamese version unless the contract explicitly states otherwise.
Ambiguity in Legal Terminology
Certain legal terms in English do not have exact equivalents in Vietnamese (and vice versa). Misuse or misinterpretation of technical terms can lead to:
- Misunderstanding of parties’ obligations
- Enforceability issues
- Unintended rights or liabilities
Best practices include:
- Using jurisdiction-specific terms correctly
- Avoiding ambiguous phrases or overly complex wording
- Consulting with bilingual legal counsel during drafting
Missing or Incomplete Clauses
Foreign parties may rely on standard international templates that omit clauses required by Vietnamese law, such as:
- Language of dispute resolution
- Governing law and jurisdiction
- Stamp duty or notarization requirements (where applicable)
To prevent non-compliance:
- Customize contract drafting to comply with Vietnamese statutory requirements
- Include all essential legal clauses in both languages
Lack of Dispute Resolution Planning
When bilingual contracts are silent or unclear about dispute resolution, conflicts may arise over:
- Which language governs proceedings
- Which court or arbitral tribunal has jurisdiction
- How conflicting clauses are interpreted
To mitigate this risk:
- Include a clear dispute resolution clause
- Specify the language of arbitration or litigation
- Define the venue, governing law, and enforcement mechanism
Conclusion
Bilingual contracts are valuable tools in cross-border transactions, but only if drafted with legal care. Inconsistencies, mistranslations, or missing clauses can create enforceability problems and increase dispute risk. By engaging qualified legal counsel and adopting clear bilingual drafting practices, businesses can ensure that their contracts are both legally sound and internationally reliable. Legal foresight ensures clarity — in any language.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top-tier Vietnam law firm for Contract Reviewing and Drafting. If you need any advice, please contact us for further information or collaboration.
