CONSULTATION ON DISPUTE OF A CAPITAL CONTRIBUTION AGREEMENT FOR LAND PURCHASE

Matter in Brief:

On December 27, 2020, Mr. H entered into an agreement with LP Real Estate Group Joint Stock Company (hereinafter referred to as “LP”) to purchase land plot number 15, B Street, Y Ward, Z District, H City (hereinafter referred to as the “Land”). As part of this agreement, Mr. H paid LP a deposit and earnest money of 200,000,000 VND.

On January 13, 2021, Mr. H and LP executed a capital contribution agreement to secure the transfer of land use rights. Under the agreement, LP agreed to accept capital contributions, and Mr. H agreed to contribute a total capital of 2,429,697,600 VND. Mr. H stated that LP had informed him of the current status of the project, including LP’s investment in infrastructure and its application for land subdivision and a land use right certificate. LP committed that within 18 months from the date of signing the capital contribution agreement, it would execute a purchase agreement and, within 60 days of signing the purchase agreement, would deliver the land and the land use right certificate to Mr. H.

From January 13, 2021, to April 18, 2022, Mr. H made three capital contributions totaling 1,214,848,800 VND (equivalent to 50% of the total contract value).

On November 16, 2022, after repeated requests from Mr. H, LP organized a meeting. At the meeting, LP presented that the land had been converted to a different land use purpose, had been leveled, and was awaiting approval to construct infrastructure on the land. However, LP did not provide a clear timeline for the project and could not specify when the land and land use right certificate could be delivered to Mr. H.

Client’s Request:

Mr. H requests that TAPHALAW’s attorney provide advice on a resolution to terminate the contract and compel LP to return the full amount of his capital contribution. Additionally, Mr. H seeks to compel LP to compensate him for damages incurred.

Attorney’s Work Performed:

1. Dispute Resolution Advisory:

TAPHALAW’s attorney prepared an advisory report for Mr. H, analyzing the relevant legal grounds, assessing the documents, and evaluating the feasibility of Mr. H’s request. After reviewing the information and related documents, the attorney found that: Decision No. 12X/QĐ-UBND of the People’s Committee of District Z specifies that the land plot in Ward Y, District Z, which is the subject of the parties’ transaction, falls within the area granted a land use right certificate for Ms. D, not LP Company. From this, the attorney determined that:

(i) There are many ambiguities regarding LP’s (the contributing party) participation and role, despite not being the investor, and LT Company (the investor); there are also signs of fraud regarding the project’s legal information.

(ii) There are indications that LP and LT Company used the funds contributed by Mr. H for purposes other than intended.

Based on this legal assessment, TAPHALAW’s attorney proposed the following dispute resolution options for Mr. H:

(i) First, the attorney drafted a document for Mr. H to send to LP, proposing a meeting between the parties to clarify the project’s legal status, as well as the work LP has performed in relation to the Agreement, and to agree on a dispute resolution plan.

(ii) If LP does not cooperate, the attorney will assist Mr. H in collecting documents, evidence, and taking other legal measures to request the competent authority to resolve the matter.

2. Assistance to the Client in Dispute Resolution Meetings:

After TAPHALAW’s attorney assisted the client in sending a document to LP, the two parties held a meeting to resolve the dispute. At the meeting, TAPHALAW analyzed and requested LP to clarify the following:

(i) Provide information, documents, and evidence demonstrating the specific legal status of the project, including: Who is the investor? Project progress? The legal status of the Project in which Mr. H invested?

(ii) What work has LP performed in relation to the Agreement since receiving Mr. H’s money?

(iii) TAPHALAW’s attorney, on behalf of Mr. H, made specific requests to LP: Mr. H requested that the Agreement be terminated and that LP return all the money Mr. H had contributed, along with interest during the time LP received and held Mr. H’s money.

(iv) TAPHALAW’s attorney analyzed the legal ambiguities in the establishment of the Agreement, the provision of project information; and the validity of Mr. H’s claims, to request that LP cooperate in resolving the matter definitively.

Consultation Outcome:

Following discussions, clarifications, and agreements on all matters, the meeting concluded. The result is as follows: (i) LP agrees to terminate the contract; and (ii) LP agrees to reimburse Mr. H 50% of the amount received, plus a portion of the interest accrued on the amount paid by Mr. H to LP, with the repayment schedule agreed upon. Right at the meeting, TAPHALAW’s attorney drafted a Termination Agreement, recording the terms mutually agreed upon by both parties.