국제물품매매협약(CISG)과 베트남법의 비교

Vietnam acceded to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) on 18 December 2015. The CISG entered into force in Vietnam on 1 January 2017 and had been incorporated into the Vietnamese legal system. When the CISG takes effect in the Contracting State, it should be considered that most contracts for the international sale of goods are subject to the Convention. However, there are quite a few differences between the Vietnamese laws that mainly apply to domestic transactions (especially, the Civil Code and the Commercial Law) and the CISG. Amid increasing investment and trade in Vietnam by Korean companies, it would be worth comparing the similarities and differences between the CISG and the Vietnamese laws. This article comprehensively compares the main features of the two. The specific order of discussion in this article is as follows: First, the matter of the application of the CISG and the Vietnamese laws is reviewed (Part Ⅱ). This part explains the direct and indirect application of the CISG. It also summarizes the relationship between the Convention and the Vietnamese laws, and the spheres of application of the Civil Code and Commercial Law. Second, the author compares the provisions of the CISG with the laws of Vietnam, concerning the major issues governed by the Convention (Part Ⅲ). In regard to the interpretation of contract, usages and practices, the formation of contract, seller’s obligations, buyer’s obligations, fundamental breach of contract, remedies for breach of contract, exemptions, the passing of risk, and preservation on goods, the provisions of the CISG and the Vietnamese Civil Code and Commercial Law are compared focusing on their differences. Third, regarding the gaps of the CISG, the author examines the rules for determining the governing law stipulated in the Civil Code of Vietnam and the applicable regulations when the Vietnamese laws become supplementary governing laws (Part Ⅳ). This part covers the validity of contract, the transfer of property in goods, product liability, limitation period, penalty, liquidated damages, interest rates, and currency, as well as the formal requirements of contract, since Vietnam declared reservation on the Convention’s freedom of form principle. The differences between the CISG and the Vietnamese laws may have primarily stemmed from the fact that the Convention applies to the contracts for the international sale of goods, while the Civil Code and Commercial Law mainly govern domestic transactions and apply to the various types of contracts other than contracts for the sale of goods. Parties unfamiliar with the differences between the two may agree to exclude the application of the CISG. However, since the CISG faithfully reflects the nature of the international sale of goods compared to the Vietnamese laws, more reasonable, fair, and predictable regulation can be expected by not excluding the Convention.