VCI Legal – April 29, 2026

The introduction of Case Law No. 81/2025/AL (“AL 81“) dated December 24, 2025, has created a strong wave of discussion among lawyers and business administrators in Vietnam. By allowing the “transformation” of a debt arising from a commercial contract into a right to “claim property,” AL 81 opens the door for creditors to overcome the barrier of the statute of limitations. However, along with the advantage of protecting interests are theoretical challenges and debt management risks that businesses cannot ignore. 

1. Dispute Background 

In 2012, Company M (the service provider) and Joint Stock Company A (the customer) signed a contract for technical support services in paper production. After a period of implementation, the two parties agreed to terminate the contract in November 2012. However, before the termination, Company M issued invoices with a total value of more than 26 million Japanese yen for the services provided. Company A acknowledged the debt but did not pay it and cited the reason  for the expiration of the statute of limitations for initiating a lawsuit. The courts of first instance and appellate in this lawsuit agreed with the defendant’s opinion that “the statute of limitations for initiating a lawsuit has expired” because it believes that this is a commercial dispute with a statute of limitations. However, the Council of Judges of the Supreme People’s Court set aside those decisions and gave a groundbreaking reason, whereby the dispute moved from a contractual dispute to a civil dispute related to the recovery of assets. 

2. Legal issues 

The core mechanism of AL 81 is built on the convergence of two key elements: (i) the termination of the contract and (ii) the confirmation of the specific debt. In the actual case between the technical expert service provider and the customer, after the service is completed and the parties agree to terminate the contract, the debtor has signed a document clearly confirming the outstanding amount of late payment fees and interest. The Supreme Court ruled that when the parties have closed the debt and there is no longer a “dispute over the performance of the contract”, it has been transformed into a “civil dispute over property reclaim”.  

The direct legal consequence is that instead of applying the 3-year statute of limitations for initiating a lawsuit under Article 429 of the Civil Code (Civil Code) 2015, the court will apply Article 155.2 of the Civil Code 2015 – which stipulates that the statute of limitations does not apply to claims for protection of property rights. This means that the right to collect debts becomes “permanent”, eliminating the tactic of delaying to wait for the statute of limitations of debtors to expire, maximizing protection for creditors. 

However, the ruling is facing intense criticism because of its direct contradiction to the principles of establishing property rights. According to Article 161 of the Civil Code 2015, ownership is only established when the property is actually transferred to the right party, whereas, AL 81 implicitly states that the creditor already has ownership of the debt even if they have never possessed it. At this point, the ownership is considered to be legally owned by the creditor, the debtor’s subsequent non-payment is no longer merely a breach of contract, but also a dispute that goes beyond contractual rights and obligations – illegally retaining someone else’s property. This designation blurs the classic line between 1 rights in personam and 2 rights in rem. Other legal questions were also raised when AL 81 came into force. 

Firstly, if the dispute is changed from a “commercial” dispute to a “civil” dispute, whether the arbitrator can retain jurisdiction because the scope is beyond jurisdiction3. This creates significant legal risks, as the parties may challenge the jurisdiction of the arbitrator by arguing that the dispute falls under the exclusive jurisdiction of the court 

Secondly, is the creditor still entitled to late payment interest (a specific sanction of the contract)? In fact, AL 81 still accepts the claim of interest of 10%/year according to the original contract agreement. This helps creditors enjoy a “dual benefit”: they don’t have to worry about the expiration of the statute of limitations, and they receive penalty interest as in a contractual relationship – something that is theoretically contradictory in terms of property theory4. 

3. Comparison with the international legal framework 

Looking broadly at the international context, major legal systems such as the UK or France also maintain a strict distinction between money lawsuits and property lawsuits. In the UK, according to the Sale and Purchase Act (SGA 1979), debt collection lawsuits are usually only in the nature of counterparties, unless the seller has a clause to reserve ownership and the goods are intact. Similarly, in France, debt confirmation is only considered as evidence to strengthen the wrongful power, helping to speed up the proceedings, but it cannot turn money into a specific property to be reclaimed indefinitely, because the money once in the debtor’s pocket will dissolve into their common assets. This difference shows that Vietnam’s AL 81 is a highly specific step to prevent debtor betrayal. 

To resolve these theoretical conflicts, some experts suggest approaching AL 81 through the lens of the Restitution/Unjustified Enrichment Doctrine. According to this approach, when the contract is terminated, the debtor’s continued retention of the service value without payment is an act of occupying property without legal basis according to Articles 579-583 of the Civil Code 2015. The Court’s use of the language of “reclaiming property” can be interpreted as a procedural means to enforce substantive justice, forcing the debtor to return the value received from the other party’s efforts, rather than trying to enforce the application of the rules of ownership to money.  

In the face of this shift in legal thinking, businesses need to adjust the risk management process. For creditors, when liquidating a contract but still having outstanding debts, it is necessary to prioritize making a record of contract termination agreement accompanied by a detailed debt confirmation to establish the right to collect debts in perpetuity according to AL 81. For the debtor, it is necessary to be extremely cautious when signing debt reconciliation minutes after the termination of the contract. Confirming a specific number can make the debt “permanent”, depriving it of the right to invoke the statute of limitations to relieve financial pressure later. Issues of commercial arbitration, late payment interest and compensation for damages should also be carefully noted in this case.  

4. Conclusion 

Precedent No. 81/2024/AL clearly expresses the philosophy of “having liabilities”, preventing profiteering from the statute of limitations. However, the “objectification” of rights to claim payment has introduced a new analytical framework for describing legal relationships. Businesses need to understand the nature of this transformation to have a smart strategy to negotiate and sign debt confirmation documents, in order to protect their interests in protracted disputes. 

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