


































Economics, Law and Policy 
ISSN 2576-2060 (Print) ISSN 2576-2052 (Online) 

Vol. 6, No. 1, 2023 

www.scholink.org/ojs/index.php/elp 

46 
 

Original Paper 

Performance of Contracts upon the Fundamental Change of 

Circumstances in Vietnam’s Civil Code 2015 

Duong Quynh Hoa
1
 

1
 Deparment of Civil Law, Institute of State and Law, Vietnam Academy of Social Sciences, Hanoi, 

Vietnam 

 

Received: March 7, 2023         Accepted: March 17, 2023        Online Published: May 10, 2023 

doi:10.22158/elp.v6n1p46                 URL: http://dx.doi.org/10.22158/elp.v6n1p46 

 

Abstract 

While performance of contracts upon the fundamental change of circumstances is not a new matter in 

the laws of developed countries, it is newly regulated in the 2015 Civil Code of Vietnam. Only now, 

Vietnam has had guiding documents from competent state agencies on this matter, so the application in 

practice is still inconsistent, especially in determining what is the fundamental change of circumstances. 

Therefore, on the basis of clarifying the concept, legal status and practical application problems, the 

article will also make some recommendations for the contracting parties as well as the Court in 

handling the matter of performance of contracts upon the fundamental change of circumstances.  

Keywords 

contract, contract adjustment, change of circumstances 

 

1. Introduction 

Pacta sunt servanda (principle of the binding nature of a contract) is one of the fundamental principles 

of contract law. However, in some cases, the rigid application of this principle may lead to irrationality 

or unfairness for a party of the contract. Therefore, balancing the principle of pacta sunt servanda and 

the principle of rebus sic stantibus (the principle that allows the contract to be adjusted upon the change 

of circumstances) is great concern. Many legal systems around the world have even regulated cases 

when circumstances have changed to the point that the obligor is unable to perform his/her obligations, 

also known as “force majeure”, as one of the grounds to exempt the other party’s liability for failure to 

perform his/her obligations (Note 1). In addition, there are cases when circumstances change, although 

not to the extent that one party cannot perform their obligation, but may cause the cost of performing 

the obligation to increase excessively, causing unfairness to the other obligee. This situation is often 

referred to as a “fundamental change of circumstances”. However, in current legal systems, there are 



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still various views on the performance of a contract upon the fundamental change of circumstances. 

In Vietnam, for a long time, the lack of provisions to adjust situations when the change of 

circumstances leads to obvious damage to one party if they continue to perform the contract as the 

original agreement has caused many confusions to both the judges as well as the parties in the process 

of dispute settlement. Therefore, the stipulation of the performance of contracts upon fundamental 

change of circumstances in Article 420 of the Civil Code 2015 is considered a breakthrough. 

 

2. Method 

It is a normative legal research using secondary data, such as: academic articles, legal normative 

documents, reports, journal articles as well as conference papers and other documents having 

correlation with contract law and Performance of Contracts upon the Fundamental Change of 

Circumstances. The data were collected using library research, then legal interpretation method was 

employed to analysis data.  

 

3. Results and Discussions 

3.1 Definition of Performance of Contracts upon Fundamental Change of Circumstances 

The principle of pacta sunt servanda is a fundamental principle of contract law. When both parties enter 

into the contract, they have expressed their commitment and desire to be bound by their own will to the 

contractual obligations, therefore, the parties will be responsible to perform the obligations even if the 

performance costs may increase. This confirms the role of the contract as a tool for the parties to 

manage their own plans and decisions. However, just as the principle of free will has certain limits, the 

principle of mandatory validity is also not absolute. During the performance of contracts, certain 

circumstances may arise and the parties need to reconsider (Note 2). 

Commercial practice has proven that in contracts, especially long-term contracts, the contracting parties 

may face risks caused by circumstances such as natural disasters, socio-economic crisis, market 

circumstances… thus leading a party to encounter excessive difficulties in performing their obligations. 

Circumstances that fundamentally alter the equilibrium of such contractual obligations are refer to in 

international contract law as “hardship” or “change of circumstances” (Note 3), however, the term 

“change of circumstances” shall be mentioned frequently in this article. 

“Change of circumstances” is a concept established to shift contractual risks and is designed as rules to 

resolve conflicts of interest when circumstances change or unexpected situations arise, thus completely 

alter the context of the contract. “Change of circumstances” is directly regulated in the Civil Codes of 

countries that have recently re-codified their law (Note 4), however, due to its novelty and modernity, 

the clause “change of circumstances” is often developed in case law by explaining and detailing the 

principle of good faith. Hence, the principle of good faith shall be applied to restore the relative 

equilibrium between the parties when performing the contract. 

 



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In some legal systems in Europe, by law or case law, it is generally accepted that a contract can be 

terminated or altered when the preservation of the original contract may results in unacceptable 

consequences, incompatible with the law and is unjust. 

The Italian Civil Code appears to be the first to adopt the theory of “fundamental change of 

circumstances”, a mechanism that has influenced a number of later systems, especially in Latin 

American countries. According to Article 1467 to Article 1469 of the Italian Civil Code, contractual 

commitments can be canceled upon the occurrence of a sudden, unusual, unpredictable event after the 

contract has been signed and before the performance of the contract; and this event makes it extremely 

difficult for one party to perform the contract. The involving parties can avoid the cancellation of the 

contract by demanding or offering an equitable modification of the contract (Article 1467 (3)) (Note 5). 

However, these provisions are not mandatory, and the parties may agree not to apply them. Italy’s case 

law has had ruling on this issue (Note 6). 

In addition, Article 258 of the Dutch Civil Code allows a judge to modify the terms of a contract based 

on unforeseen change of circumstances. The same can be seen in Article 437 of the Portuguese Civil 

Code (Note 7).  

In Germany, before the outbreak of World War I, German law took a strict stance on the possibility of 

contract modification due to change of circumstances. Accordingly, German law only recognizes the 

doctrine of impossibility to perform obligation (unmöglichkeit) (Note 8). However, the economic 

situation after World War I, especially hyperinflation, had made many contracts become unreasonable. 

At that time, the German Civil Code of 1896 did not allow the Court to modify the contract due to 

change of circumstances. Therefore, the German courts had settled a number of disputes based on the 

doctrine of impossibility to perform obligation, but had faced objections. After that, Professor 

Oertmann developed a new doctrine of contractual basis (geschäftsgrundlage) (Note 9). According to 

this doctrine, the expectation of one party on the performance of the contract must coincide with that of 

the other party or the other party must be clearly informed of this expectation. If there is a change of 

circumstances after the contract has been made, the basis of the contract (geschäftsgrundlage) shall 

ceases to exist and the court may release the parties from the obligation to perform the contract or 

modify it in order to restore the equilibrium. This doctrine of Professor Oertmann was quickly accepted 

and applied by the German courts for a long time (Note 10). 

In 2002, there was an important amendment to the German Civil Code and the performance of a 

contract upon the change of circumstances, which was noted in Article 313. Clause 1 Article 313 stated 

that: If circumstances which became the basis of a contract have significantly changed since the 

contract was entered into and if the parties would not have entered into the contract or would have 

entered into it with different contents if they had foreseen this change, adaptation of the contract may 

be demanded to the extent that, taking account of all the circumstances of the specific case. Clause 3 

Article 313 stated that If adaptation of the contract is not possible or one party cannot reasonably be 

expected to accept it, the disadvantaged party may revoke the contract (Note 11). 



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In the United States, Article 2-609 of the Uniform Commercial Code acknowledged and allowed the 

the contract to be renegotiated due to the change of circumstances. Accordingly, “if the actual costs of 

performing the obligation have changed substantially, by more than 10 times the costs expected at the 

time of the contract was entered into, the obligor may ask the court to declare termination of the 

contractual relationship due to impracticability”. Article 2.615 of the UCC acknowledged the 

impracticability of performance (change of obligation upon the change of circumstances) in the sale of 

goods. Thus, circumstances are considered to be changed if they happen unexpectedly, and the 

involved parties cannot not foresee nor expect of it, or if they had expected it, they did not think that it 

could become reality at the time they entered into the contract (Note 12).  

In France, the performance of a contract upon the change of circumstances is recognized in Article 

1195 of the French Civil Code (Note 13). It states that: If a change of circumstances that was 

unforeseeable at the time of the conclusion of the contract renders performance excessively onerous for 

a party who had not accepted the risk of such a change, that party may ask the other contracting party 

to renegotiate the contract. The first party must continue to perform his obligations during renegotiation. 

In the case of refusal or the failure of renegotiations, the parties may agree to terminate the contract or 

by a common agreement ask the court to set about its modification. In the absence of an agreement 

within a reasonable time, the court may, on the request of a party, revise the contract or terminate it, 

from a date and subject to such conditions as it shall determine. 

“Hardship” has also been codified in many Code of Conduct on International Commercial Contracts 

with great influent around the world, such as the UNIDROIT Principles of International Commercial 

Contracts and the Principles of European Contract Law.  

The UNIDROIT Principles of International Commercial Contracts 2010 has regulated the performance 

of contract upon the fundamental change of circumstances (hardship) from Article 6.2.1 to Article 6.2.3. 

It has defined the term hardship as followed: There is hardship where the occurrence of events 

fundamentally alters the equilibrium of the contract either because the cost of a party’s performance 

has increased or because the value of the performance a party receives has diminished, and must satisfy 

the following four conditions: “a. The events occurs or become known to the disadvantaged party after 

the conclusion of the contract; b. The events could not reasonably have been taken into account by the 

disadvantaged party at the time of the conclusion of the contract; c. The events are beyond the control 

of the disadvantaged party; and d. The risk of the events was no assumed by the disadvantaged party” 

(Note 14).  

Article 6.2.1 of the 2010 UNIDROIT Principles establishes general principles for the application of 

hardship: “Where the performance of a contract becomes more onerous for one of the parties, that party 

is nevertheless bound to perform its obligations subject to the following provisions on hardship” (Note 

15). It can be seen that this provision emphasizes the importance of the principle of pacta sunt servanda 

and does not allow the involved parties to automatically suspend or terminate the performance of their 

obligations whenever there is a change in circumstances. 



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Normally, a change in circumstances does not affect the obligation to perform, so the obligor cannot 

invoke this reason to not perform its obligation unless a change in circumstances affects the principle of 

equity and mutual interests of the contract. Whether a change is considered “fundamental” in a given 

case will depend upon the circumstances. A change in circumstances that affects (increase or decrease) 

50% or more of the total contract value will be considered as a fundamental change (Note 16). 

The Principles of European Contract Law-PECL also recognizes a change of circumstances clause in 

Article 6:111. It states that: “If, however, performance of the contract becomes excessively onerous 

because of a change of circumstances, the parties are bound to enter into negotiations with a view to 

adapting the contract or terminating it, provided that: (a) the change of circumstances occurred after the 

time of conclusion of the contract, (b) the possibility of a change of circumstances was not one which 

could reasonably have been taken into account at the time of conclusion of the contract, and (c) the risk 

of the change of circumstances is not one which, according to the contract, the party affected should be 

required to bear”.  

Thus, it can be seen that the clause that modifies the contract when there is a change in circumstances is 

for the event of a fundamental change in circumstances due to objective reasons that severely affect the 

equilibrium of the contract, as well as the interests of one party and cause the performance of the 

contract extremely difficult and expensive. Hence, the law allows the parties the right to make demand 

to the court (or arbitrator) to adjust the contract. If it cannot be adjusted, the contract will be terminated 

to ensure the equilibrium of interests between the parties in the contract.   

The clause that regulates a contract when there is a fundamental change in circumstances is not 

inconsistent with the principle of Pacta sunt servanda, but it complements this principle, in order to 

eliminate inequities in the proper performance of the contract. On the one hand, this helps to ensure the 

interests of the involved parties, while on the other hand brings a solution to promote economic 

development since this helps the contract to continue to be performed and yields interests to both 

parties instead of one party has to suffer the onerous disadvantages or the termination of the contract. 

Hardship is also a clause that concretizes the principle of good faith when there is a change in 

circumstances that lead to an excessive imbalance of interests between the parties of the contract, 

whereby the parties not only have to care about their own interests but must also take care of the other 

party’s interests so that both parties of the contract may benefit.  

3.2 Adapting Contract upon the Fundamental Change of Circumstances in Vietnamese Law 

The 13th National Assembly of Vietnam approved the Civil Code of 2015 on November 24
th

 2015 and 

codified the provisions on fundamental change of circumstances for the first time. However, the Code 

only lists its signs. This includes: a) There is a change to the circumstances due to objective reasons, 

occurring after the contract is entered into; b) The parties cannot anticipate the change of circumstances 

when the contract is signed; c) The conditions changed so much that the contract would not have been 

signed into or would have had different terms if the parties had anticipated it; d) ) Continuing to fulfill 

the contract without modifying its terms may entail substantial loss and harm to one party; d) The party 



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whose interests are affected has taken all necessary measures to the best of its ability and appropriate 

with the nature of the contract but is unable to prevent or mitigate the level of affecting the interestss. 

Upon looking at these conditions, it can be seen that it is quite similar to the provisions on “hardship” 

in the Principles of International commercial contracts. 

Of the 5 conditions above, conditions (a) and (b) are quite recognizable and have many similarities. 

These two conditions represent the objectivity and unpredictability of the change of circumstances. 

These changes must occur after the contract was entered into. When enter into a contract, the parties 

also could not have foreseen the occurrence of such situation. If the parties were aware of such facts 

when enter into the contract, it must be taken into account as a basis to enter into the contract, and if 

such events do occur in the future, no reference to the “fundamental change of circumstances” shall be 

invoked. 

Conditions (c) and (d) are distinctive conditions, closely related to each other and play an important 

role in identifying fundamental change of circumstances. Not every change should be seen as a 

fundamental change of circumstances. If the change of circumstances does not affect the obligation to 

perform the contract, then this provision is not invoked, unless the equilibrium between the contractual 

obligations is fundamentally altered. A situation is considered to be fundamentally changed when the 

change is big enough to seriously affect the interests of the affected party, if the parties had known in 

advance, the contract would not have been entered into or would have entered into but with completely 

different contents. If the affected party still continue the performance of the contract without adjusting 

the contract contents, they will receive serious damage. When there is a fundamental change of 

circumstances, the party with affected interests must apply necessary measures to the best of its ability 

to prevent or mitigate the level of the impact on its interests. If these necessary measures are not taken 

and the interests are affected, this provision shall not be invoked. 

Condition (đ) is a sufficient condition for the party affected by the change of circumstances to exercise 

the right to request an modificaion (adjustment) of the contract or to terminate the contract. Under this 

condition, upon fundamental change of circumstances, the affected party shall endeavor to take all 

necessary measures to the best of its ability to minimize the effect of the change of circumstances on its 

own legitimate interests. In the event that the affected party fails to take the necessary (while possible 

to perform) measures and if these measures were to be applied, the extent of the impact would have 

been prevented or mitigated, this party loses the right to request the modification or termination of the 

contract. 

According to Clause 2 Article 420 of the Civil Code 2015, in the event there is a fundamental change 

of circumstances that causes an equilibrium in contractual obligations, the party whose interests are 

affected has the right to request the other party to re-negotiate the original terms of the contract within a 

reasonable period of time to better adapt to the new circumstances (Note 17). The request for contract 

renegotiation by the disadvantaged party and the conduct of the two parties in the contract 

renegotiation process must comply with the principle of good faith. The disadvantaged party must be 



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honest when proclaims the fact that there are fundamental changes of circumstances and may not 

demand renegotiation as a tactic. The party with affected interests may bring up options to modify the 

contract to apdapt to the circumstances and balance the interests of both parties. The other party may 

accept or not accept the plan proposed by the affected party. If the parties can reach to an agreement on 

a new plan, the contract shall continue to be performed. If no agreement can be reached, one of the 

parties may ask the court to settle the contract by terminating the contract at a certain determined time 

or modifying the contract to balance the legitimate rights and interests of the parties due to a 

fundamental change in circumstances. This situation may occur due to the fact that the unaffected party 

completely refuses to accept the request for contract renegotiation or the contract renegotiation process 

which has been conducted in good faith by the parties has not been successful. Thus, it can be seen that 

the request for modification or termination of the contract in the event of a fundamental change in 

circumstances is not a unilateral right of the party affected by the change in circumstances. The 

mechanism to exercise this right is completely different from the mechanism to exercise the right to 

unilaterally terminate the performance of the contract due to one party seriously violates the obligations 

of the contract (Note 18). Regarding this provision, a number of issues are worth noting as followed: 

First, the parties can only ask the court to consider the termination or modification of the contract if 

they cannot reach an agreement on their own, and all parties enter into the contract are entitled to 

exercise this right; Second, in the settlement of the involved party’s petition, the court must give 

priority to the application of the contract termination mechanism. The court may only decide to modify 

the contract in cases where the termination of the contract will cause far more damage than the costs to 

perform the contract if it is modified. This provision raises the following issue: in case the involved 

parties only file a request to modify the contract, does the Court have the right to decide the termination 

of the contract?; Third, the request to modify or terminate the contract in the event of a fundamental 

change in circumstances is not a unilateral right of the affected party with the change in circumstances, 

therefore during the negotiation process to modify or terminate the contract, while the court settles the 

case, the parties must continue to perform their obligations under the contract, unless otherwise agreed 

upon by the parties. 

3.3 Some Difficulties Arise in Practical Application of the Provision 

Although the Civil Code 2015 has regulated quite detail the conditions to what determine as the 

fundamental change of circumstances thus leading to the affected party’s right to request modification 

or termination of the contract, but in practice some problems may arise as follow: 

First, The Civil Code 2015 does not regulate the exclusion of certain types of contracts by its nature or 

by custom, thus leading to the situation where a party may not be able to modify or terminate when 

there is a fundamental change of circumstances. For example, with a forward contract for the sale of 

goods, the seller commits to deliver and the buyer commits to receive the goods at a future time. This is 

a high-risk type of contract, when entering into this kind of contract, the parties are forced to carefully 

calculate the impact factors of the market. Therefore, in the event of strong market fluctuations 



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(fundamental change in circumstances), can a party petition to modify or terminate the contract or must 

bear the risk?  

Second, The Civil Code 2015 does not regulate that the party affected by the change of circumstances 

must be completely free of mistakes in the performance of the contract to be able to petition for a 

modification, supplementation to the contract. 

Third, clause 3 Article 420 of the Civil Code 2015 states that if the parties cannot reach an agree on the 

modification of the contract within a reasonable time, one of the parties may request the court to 

modify or terminate the contract. However, the court is only permitted to make a decision on 

modification of the contract in a case where the termination of the contract will cause loss and damage 

of an amount higher than the costs for performance of the contract if the contract is modified. The 

concepts of “damage” and “costs for performance” in this article still need to be clarified. Specifically, 

to which party will the damage caused by termination of the contract be compared with the costs of 

performance of the contract? Does it take into account the costs and benefits of a third party? In 

addition, the settlement regulated in the Civil Code 2015 may not be consistent with the principle of 

maintaining the validity of the contract (favor contractus), as the Court should give priority to 

maintaining the validity of the contract by modifying the contract and only when the modification of 

such contract is impracticable or unreasonable for the other party should the Court terminate that 

contract. Approaching from a comparative perspective, while Article 6.2.3 of the 2010 UNIDROIT 

Principles also recognized the two measures of termination and modification of contract, it did not 

specify the order of priority. However, in the comments on the 2010 UNIDROIT Principles, 

researchers have debated that, to a reasonable extent, contract modification should take precedence 

over.  

Fourth, The Civil Code 2015 is following the direction that when the court modifies the contract, the 

court must ensure that the modification must maintain the equilibrium of the legitimate rights and 

interests of the parties due to the fundamental change of circumstances. This provision seems to be 

understood as the legitimate rights and interests of the parties will always be balanced at the time of 

entering into the contract. If in the cases where the rights and interests of the parties were not in 

equilibrium at the time the enter into the contract, when a fundamental change in circumstances arises, 

it is not entirely clear that the court has the right to modify the contract in the direction of maintaining 

the equilibrium of legitimate rights and interests between the parties (Note 19). 

Fifth, the Civil Code only refers to the jurisdiction of the court, but does not mention the arbitrator’s 

authority to consider and resolve requests for contract modification or termination when there is a 

fundamental change of circumstances. However, there might be a problem that arise which is if the 

contract has an arbitration clause, does the Court have the jurisdiction to resolve it or not? According to 

Article 6 of the Law on Commercial Arbitration 2010: “In case the disputing parties have reached an 

arbitration agreement but one party initiates a lawsuit at a court, the court shall refuse to accept the case, 

unless the arbitration agreement is invalid or unrealizable”. Thus, in theory, if the contract has an 



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arbitration clause, the court will have to refuse to accept the settlement of the contract modification at 

the request of the parties. 

Arbitration jurisdiction to settle disputes as prescribed in Article 5 of the Law on Commercial 

Arbitration 2010: “A dispute shall be settled by arbitration if the parties have an arbitration agreement”. 

However, according to the provision in Clause 3 Article 420, the arbitrator has no jurisdiction. Thus, 

with this clause, if there is an arbitration clause in the contract, there will be no competent authority to 

deal with the issue of contract modification upon fundamental change of circumstances. 

While studying the two sets of principles on international commercial contracts, the Unidroit Principles 

on International Commercial Contracts 2004 and the Principles of European Contract Law, it can be 

seen that both of these principles recognize the authority of both the court and the arbitrator to modify 

the contract upon the fundamental change of circumstances. 

 

4. Some Suggestions 

We advise improving Vietnam’s civil law in the context of internationalisation based on theoretical and 

practical study on the Execution of Contracts upon the Fundamental Change of Circumstances in 

Vietnam’s Civil Code 2015, specifically: 

Firstly, for the parties when enter into the contract, they need to be cautious and try to anticipate the 

possibilities that may occur during the performance of the contract, especially contracts with a long 

implementation time, contracts that are easily affected by external factors, to negotiate and reach an 

agree in advance on how to perform and handle unexpected circumstances. The parties should list some 

(but not all) possible events as a condition of the fundamental change in circumstances and their 

consequences, and what are the responsibilities of the parties if such change of circumstances occur. 

The fundamental change of circumstances clause always consists of two main parts, the first part 

speculates when to consider that there is the fundamental change of circumstances and the second part 

describes the consequences of that speculation. This is also the way that the International Chamber of 

Commerce-ICC recommends the parties to do when establishing the clause on the fundamental change 

of circumstances in the contract.  

Secondly, when there is a change in circumstances during the performance of the contract, it should be 

clarified whether the change is a fundamental change or not? To do so, it is necessary to consider the 

relevance of such changes to the specific contents of the contract, their impact on the performance of 

the contract; the loss of interests the parties have to suffer if they continue to perform the contract; the 

extent of damage, especially in the equilibrium between the parties. 

Lastly, as for the court, although the Civil Code allows it to make the decision on the modification of 

the contract to main tain the equilibrium of the legitimate rights and interests of the parties due to the 

fundamental change in circumstances, however, this is not a simple matter. In order to minimize errors 

in the modification decision, the court should give guide and support to the parties so they can reach to 

an agreement on their own for the modification plan. If the parties cannot reach an agreement, the 



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Court will decide on a specific modification plan. When drafting a contract modification plan, the 

Court must base on the actual situation, the extent of changes in circumstances, and ensure the 

equilibrium of legitimate rights and interests between the parties. 

 

5. Conclusion 

Article 420 of the Civil Code 2015 is a provision that shows the progressiveness in the legislative 

process and the study of international experience of Vietnamese legislators, this also meets practical 

needs and ensures the interests of the disadvantaged party in the performance of contract. However, 

this still is a rather complicated provision. At the present time, there has not been any guidance and 

explanation from competent state agencies on provisions related to the fundamental change of 

circumstances in the Civil Code 2015. There also seems to be no case law on this issue. In fact, 

commercial contracts often do not regulate this issue, but the parties will rely on the general provisions 

of law to exercise their rights when there are fundamental changes of circumstances. This is an issue 

that needs to be further studied and verified in the practice of law. 

 

References 

Brian, A. B. (2007). Contracts: Examples & explanation (4th ed.). Wolters Kluawer, NY 2007. 

Criscuoli, G., & Pugsley, D. (1991). The Italian Law of Contract. 

Egidijus, B., & Paulius, Z. (2009). The Effect of Change in Circumstances on the Performance of 

Contract. Jurisprudence, 118(4). 

European Contract law-Materials for a common frame of reference: Terminology, Guiding Principle, 

Model Rules. (2006). Sellier European law publishers. 

Ha Thi Mai Hien. (2005). Amendment to the Civil Code of Vietnam and the issue of perfecting 

contract provisions. State and Law Review, 2005(3).  

James, G. (Ed.). (2004). The Enforceability of Promises in European Contract Law. CUP, Cambridge.  

Le Minh Hung. (2009). Contract modification clause due to fundamental change of circumstances in 

foreign law and experience for Vietnam. Journal of Legislative Studies, 6. 

Nguyen, M. H. et al. (Trans.). (2005). Unidroit Principles on International Commercial Contracts 2004. 

Judicial Publishing House, Hanoi. 

Paul, O. (1921). Die Geschäftsgrundlage—Ein neuer Rechtsbegriff, Leipzig und Erlangen. 

Truong, N. Q. (2020), Contract law-basic legal issues. Dan Tri Publishing house. 

UNIDROIT. (2010). UNIDROIT Principles on International Commercial Contracts. 

Vietnam Civil Code. (2015).  

 

 

 

 



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Notes 

Note 1. Egidijus Baranauskas and Paulius Zapolskis (2009), The Effect of Change in Circumstances on 

the Performance of Contract, Jurisprudence, Vol. 118, No. 4, p. 198. 

Note 2. Ha Thi Mai Hien, Amendment to the Civil Code of Vietnam and the issue of perfecting 

contract provisions, State and Law Review, issue 3/2005 (10-19), tr. 19. 

Note 3. European Contract law-Materials for a common frame of reference: Terminology, Guiding 

Principle, Model Rules; Sellier European law publishers, 2006. 

Note 4. For example, see Clause 1 Article 133 of the Yugoslav Law on Obligations, See: Le Minh 

Hung, Contract modification clause due to fundamental change of circumstances in foreign law and 

experience for Vietnam, Journal of Legislative Studies, Issue 6, March 2009. 

Note 5. See: G. Criscuoli and D. Pugsley, The Italian Law of Contract, (1991), 211. 

Note 6. Cass. civ., sez. II, 20/6/1996, no. 5690 (Roccheri c. Mazzara); Cass. civ., 9/4/1994, no. 3342 

(Soc. Arbos c. Com. Piacenza). 

Note 7. See also: James Gordley (Edited), The Enforceability of Promises in European Contract Law, 

CUP, Cambridge, 2004, pp. 202 & 204. 

Note 8. Article 275 of the German Civil Code, available online at: 

https://www.gesetze-im-internet.de/bgb/__275.html accessed on 11/11/2022 

Note 9. Paul Oertmann (1921), Die Geschäftsgrundlage—Ein neuer Rechtsbegriff, Leipzig und 

Erlangen. 

Note 10. BGH MDR 1953, 282. 

Note 11. Article 313 of the German Civil Code, available online at: 

https://www.gesetze-im-internet.de/bgb/__313.html accessed on 11/11/2022 

Note 12. Brian A Blum (2007), Contracts: Examples & explanation, 4
th

 edition, Wolters Kluawer, NY 

2007, p. 492. 

Note 13. Article 1195 of the French Civil Code, available online at: 

http://fdvn.vn/bo-luat-dan-su-phap-ban-dich/, accessed on 11/11/2022 

Note 14. UNIDROIT (2010), UNIDROIT Principles on International Commercial Contracts, p. 213. 

Note 15. UNIDROIT (2010), UNIDROIT Principles on International Commercial Contracts, p. 212. 

Note 16. UNIDROIT (1994), UNIDROIT Principles on International Commercial Contracts, p. 147 

Note 17. See clause 2 Article 420 Civil Code 2015. 

Note 18. See Clause 1 Article 428 Civil Code 2015. 

Note 19. Truong Nhat Quang (2020), Contract law-basic legal issues, Dan Tri Publishing house, tr.458. 

 

 

 


