Abstract

Party autonomy in the choice of applicable law is a fundamental principle governing contracts with foreign elements and is widely recognized in international instruments and the laws of many jurisdictions. This article examines the theoretical foundations and the provisions of the 2015 Vietnamese Civil Code governing choice-of-law agreements for contracts with foreign elements and compares them with the corresponding legal frameworks of the European Union, the United States, China, Russia, and Thailand. Using legal analysis, synthesis, and comparative legal methods, the article demonstrates that the 2015 Civil Code expressly recognizes the parties’ right to choose the applicable law under Article 683, in contrast to the indirect recognition of party autonomy under the 2005 Civil Code, while also broadening its scope of application. Nevertheless, the current legal framework still contains a number of gaps and shortcomings concerning the principles for determining the applicable law, the scope of choice-of-law agreements, the conditions for their validity—including the parties’ capacity, form, timing, the types of legal rules and sources of law that may be selected, and the requirement of a substantial connection—as well as the limitations on the application of the chosen law. On this basis, the article proposes several recommendations for improving Vietnamese law governing choice-of-law agreements, thereby contributing to legal research, teaching, and the practical resolution of disputes arising from contracts with foreign elements.

Keywords: Applicable law; choice-of-law agreement; contracts with foreign elements; private international law; vietnamese civil code 2015.