“The fundamental principles of Vietnamese law are a set of core principles codified in the Constitution and fundamental laws such as the Civil Code, Criminal Code, Maritime Code, Commercial Law, Law on Marriage and Family, etc. These principles form the basis of the Vietnamese legal system, aiming to protect public order and promote the cultural and moral values of the Vietnamese nation… Therefore, if the application of a law agreed upon by the parties violates these fundamental values, such law will be excluded.”
(Excerpt from International Trade Law (Hanoi Law University, 2017))
From an academic perspective, the fundamental principles of Vietnamese law can be clearly presented and analysed based on the Constitution and foundational statutes. However, in judicial practice and law enforcement, the issue is far more complex and cannot be reduced to abstract theory. Identifying and invoking a specific “fundamental principle” requires more precise guidance, especially through case law and official legal interpretations.
This article builds upon earlier practical analyses published by Rajah & Tann Asia concerning the enforcement of arbitral awards and the invocation of the “fundamental principles of Vietnamese law” as grounds for annulment or non-recognition. While those prior commentaries focused on procedural consequences in arbitration, we provide a complementary academic and doctrinal perspective here, with reference to key Vietnamese legal textbooks and constitutional interpretations.
Significance of Fundamental Principles
Notably, not only the University of Commerce but also the textbooks of Hanoi Law University emphasise the essential role of fundamental principles in choosing and applying Vietnamese law in international commercial relations.
According to Theory of State and Law (People’s Public Security Publishing House, 2020), “Legal principles are foundational legal ideas and guiding viewpoints of universal value that orient the making, enforcement, and application of law throughout the legal system.”
The Textbook on Constitutional Law of Vietnam (Hanoi Law University, 2021) affirms that “The fundamental principles of Vietnamese law are foundational legal ideas that guide the process of law-making, enforcement, and protection, reflecting the nature of the Socialist Republic of Vietnam. These are codified in the Constitution and key legislative documents.”
Key content of these fundamental principles includes:
- A socialist rule of law (Constitution 2013, Article 2);
- That sovereignty belongs to the people (Constitution 2013, Articles 1 and 6);
- The respect and protection of human rights (Constitution 2013, Chapter II);
- Equality before the law (Constitution 2013, Article 16);
- Checks and balances on state power (Constitution 2013, Articles 2.3, 6);
- Humanitarian principles and protection of legitimate interests (sectoral laws); and
- The principle of international integration and compatibility with international law (Constitution 2013, Article 3; Law on Treaties 2016).
How are these principles applied in practice?
The fundamental principles of Vietnamese law are not only academic concepts but also legally binding foundations in all legislative, executive, judicial, and arbitral activities. They form legal boundaries to preserve the value system of the socialist rule-of-law state of Vietnam.
The International Trade Law Textbook (Hanoi Law University, 2017) states that “In cases where the parties choose Vietnamese law as the governing law of the contract, the application of Vietnamese law must comply with fundamental principles such as freedom of contract, good faith, honesty, equality, and respect for legitimate interests of the parties.”
One of the clearest illustrations is in commercial arbitration. Article 68.2 of the Law on Commercial Arbitration 2010 states that “An arbitral award shall be set aside if it is contrary to the fundamental principles of Vietnamese law.” This was reflected in Decision No. 11/2023/QD-PQTT, where the Ho Chi Minh City People’s Court rejected a request to annul an arbitral award on the grounds that there was no evidence proving a violation of such fundamental principles. The claimant had failed to specify which principle had allegedly been breached. Further, both parties were given full opportunities to present their case, and all procedural requirements under Articles 68 and 71 of the Law on Commercial Arbitration were observed. Accordingly, the Court found no basis to set aside the award and rejected the claimant’s request.
In the long run, identifying exactly what constitutes a “fundamental principle” requires a systematic approach via case law, guiding resolutions, or unified legal standards.
Policy Implications in Light of Resolution No. 66-NQ/TW
The current practice of invoking the “fundamental principles of Vietnamese law” as a basis to annul arbitral awards must also be re-examined under the broader policy mandate of Resolution No. 66-NQ/TW of the Politburo (April 30, 2025), which explicitly requires Vietnam to “Ensure the recognition and enforcement of arbitral awards in accordance with international standards and practices.”
This directive implicitly demands that Vietnam’s arbitration framework – including the grounds for annulment – be aligned with international instruments such as the UNCITRAL Model Law for International Commercial Arbitration and the 1958 New York Convention. In both instruments, the concept of “public policy” is narrowly construed to avoid undue interference with arbitral awards and preserve party autonomy.
Hence, to comply with Resolution 66 and enhance Vietnam’s arbitration competitiveness, the concept of “fundamental principles” should be:
- interpreted restrictively, similar to the narrow public policy exception under international law; and
- guided by consistent judicial reasoning, case law, and possibly official interpretations from the Supreme People’s Court.
Failing to do so may undermine Vietnam’s efforts to foster a pro-arbitration environment, attract foreign investment, and elevate the recognition of Vietnamese arbitral awards abroad.
For further insights into how the “fundamental principles of Vietnamese Law” have been applied in the context of arbitration, please see our September 2021 article titled “Enforcement of Arbitral Awards and the Fundamental Principles of Vietnamese Law“. In future articles, we will analyse and compare the fundamental principles of other jurisdictions to reflect upon and evaluate Vietnam’s current legal approach.
This article was authored by Dr Chau Huy Quang and Dr Le Hong Phuc. A PDF version is available here.
