Overview of disputes handled by our firm in recent years

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This memorandum provides an overview of several representative disputes handled by Herman, Henry & Dominic in recent years. The matters cover diverse sectors including corporate governance, real estate, construction, and finance, and were conducted before both courts and arbitral tribunals in Vietnam.

Each case was selected for its complexity, the legal issues involved, or its broader commercial significance. For confidentiality, the names of parties are not disclosed; only the approximate value are noted.

1. Corporate Dissolution Resolution: Appellate Proceedings (approx. VND 70 billion)

The matter concerned a shareholder’s petition challenging a company’s resolution to dissolve while significant liabilities remained outstanding. The dispute required close interpretation of provisions under the Enterprise Law regarding sequencing of dissolution, protection of creditors, and the scope of shareholder authority in winding-up procedures.

2. Commercial Lease Dispute: Hospital Tenancy (approx. VND 30 billion)

This case involved a long-term lease for hospital premises. The central issues included termination conditions, payment obligations, and the coordination between contractual enforcement and land-use regulations. The proceedings required careful alignment between private-law principles and administrative requirements under the Land Law.

3. Property Recovery from Legacy Tenant (approx. VND 50 billion)

We represented the registered owner of a central property in an action to recover possession from a tenant holding under a prior owner. The dispute required establishing the hierarchy between registered ownership and possessory rights, supported by a detailed reconstruction of title and lease documentation.

4. Corporate Governance: Annulment of AGM Resolution (approx. VND 50 billion)

Minority shareholders initiated arbitration to annul a general meeting resolution allegedly adopted in breach of procedural and substantive corporate governance standards. The case raised important questions about the applicability of arbitration in internal corporate matters and the enforceability of shareholder rights outside the court system.

5. Manager Liability and Control of Corporate Affairs (approx. VND 100 billion)

This arbitration involved claims against senior managers for alleged breach of fiduciary duty and misuse of corporate authority. The matter required detailed assessment of managerial conduct, governance procedures, and the boundaries of commercial discretion under the Enterprise Law.

6. Enforcement of Bond Repurchase Obligations (approx. VND 10 billion)

The case concerned the enforcement of a bond repurchase clause under a placement agreement. It involved interpretation of contractual put provisions in light of recent developments in Vietnam’s corporate bond regulations. The dispute illustrated the practical interaction between market rules and contractual enforcement mechanisms.

7. Economic Cooperation vs. Hidden Loan Arrangement (approx. VND 120 billion)

This dispute involved a series of economic cooperation contracts which, upon review, resembled high-interest lending arrangements. The matter required analysis of the parties’ true intent, the structure of fund transfers, and the distinction between formal documentation and the substance of financial relations.

8. Sale of Goods with Bank Guarantee Enforcement (approx. VND 130 billion)

We advised in a commercial dispute under a supply contract secured by bank guarantees. The key issues concerned the independence of the guarantee, the timeliness of the demand, and the interrelation between the guarantee and the underlying transaction. The case contributed to the development of jurisprudence on independent banking undertakings.

9. Set-Aside of Arbitral Award: Real Estate Transaction (approx. VND 55 billion)

This matter involved an application to set aside an arbitral award rendered in connection with a villa sale contract. The proceedings examined compliance with procedural fairness and evidentiary rules under the Law on Commercial Arbitration, reflecting the ongoing balance between arbitral autonomy and judicial oversight.

10. Apartment Sale Disputes: Delivery and Pricing Issues (approx. VND 15 – 70 billion each)

We represented a property developer in a series of disputes arising from apartment sale agreements. The issues commonly related to handover delays, issuance of title documentation, and calculation of interest and penalties. The cases required consistent interpretation of contractual milestones, administrative dependencies, and standardized defenses across multiple proceedings.

11. Administrative Litigation: Land Recovery Decision (approx. VND 30 billion)

We acted in administrative proceedings concerning the reclassification of private land as state-origin property. The matter involved detailed review of transfer records, land-use history, and procedural compliance under the Land Law. The case emphasized the importance of due process and documentary integrity in administrative decision-making.

12. Corporate Standing and Arbitration Jurisdiction (approx. VND 130 billion)

This case centered on a jurisdictional objection in arbitration concerning a shareholder’s standing to initiate proceedings. It required analysis of standing under the Civil Procedure Code and its interaction with arbitral rules, highlighting the procedural foundations that determine jurisdictional competence.

13. Internal Company Transactions: Pledge and Account Agreements (approx. VND 200 billion)

We advised a company in a dispute involving the validity of internal agreements executed by a shareholder who later sought to invalidate them. The case required evaluation of consent, ratification, and estoppel principles within the framework of corporate law and internal governance practice.

14. Apartment Sale Agreement: Termination and Compliance (approx. VND 10 billion)

This arbitration concerned the validity of a termination notice under an apartment sale contract. The proceedings examined the relationship between form and substance in contractual compliance, contributing to the interpretation of standardized real estate agreements under Vietnamese law.

15. Credit Facility and Third-Party Mortgage (approx. VND 30 billion)

The dispute arose from a credit facility secured by a third-party mortgage. The proceedings addressed procedural questions regarding party joinder, notice, and the court’s obligation to examine the validity of a mortgage ex officio when formal deficiencies are apparent.

16. Business Cooperation Agreements and Lending Regulations (approx. VND 30 billion)

This matter involved a claim under “cooperation orders” which, upon closer review, resembled financing arrangements subject to interest-rate restrictions. The case required detailed evidentiary analysis of documentation and payment flows to determine regulatory compliance and the true nature of the relationship.

17. Construction Arbitration: FIDIC Fit-Out Works (approx. VND 30 billion)

A construction arbitration under a FIDIC-based contract raised issues concerning valuation, certification by the Engineer, and arbitral reliance on uncertified data. Subsequent judicial proceedings examined procedural fairness and contractual adherence in the determination of payment entitlements.

18. Share Transfer: Real Estate SPV (approx. VND 70 billion)

The arbitration involved a share transfer for a real estate project company. Disputes arose regarding fulfilment of conditions precedent, allocation of regulatory responsibilities, and termination rights. The matter illustrated the practical application of M&A principles within project-based transactions.

19. Bulk Sale of Office Units: Payment and Title Transfer (approx. VND 700 billion)

This large-scale commercial dispute concerned the sale of nearly two hundred office units under milestone-based payment terms. The case required technical interpretation of contractual sequencing, title registration timelines, and coordination between administrative procedures and private-law obligations.

20. Representation before the International Centre for Settlement of Investment Disputes

We are among the first, and remains one of the few, Vietnamese law firms to have represented a client in proceedings before the International Centre for Settlement of Investment Disputes (ICSID). The ICSID, established and funded by the World Bank, serves as the principal international forum for resolving legal disputes between foreign investors and sovereign states. This representation reflects the firm’s capability to engage in complex, cross-border disputes at the highest international level.

*Note: The matters summarized above represent only a selection of the disputes that our firm has handled in recent years. In addition to these, we continue to manage numerous other cases (both in court and arbitration) of varying scale and complexity. Certain matters, regardless of their value or profile, are not disclosed here due to confidentiality and client considerations.