On February 1, 2023, AB Joint Stock Company (\u201cAB Company\u201d) entered into a framework purchase agreement with CD Limited Liability Company (\u201cCD Company\u201d), whereby AB Company would supply components as per purchase orders placed by CD Company. CD Company placed two purchase orders on February 14, 2023, and March 11, 2023, respectively, and AB Company delivered the goods in accordance with the agreement. Subsequently, CD Company made full and timely payment to AB Company for these two purchase orders.<\/span><\/p>\n On May 20, 2023, CD Company placed another purchase order with a total invoiced value of 94,204,000 VND. AB Company received and acknowledged the purchase order on May 21, 2023. On the same day, CD Company made a 30% advance payment to AB Company as per the agreement. Pursuant to Clause 3.2 Article 3 of the Agreement, the delivery term was 10 days from the date of the advance payment by the buyer. However, upon expiration of the delivery term, AB Company failed to deliver the goods to CD Company.<\/span><\/p>\n Client\u2019s Request:<\/b><\/p>\n TAPHALAW\u2019s client in this case is CD Company, a regular legal services client of TAPHALAW. A representative of CD Company has requested that TAPHALAW advise them on options to terminate the purchase agreement with AB Company.<\/span><\/p>\n Attorney\u2019s Work Performed:<\/b><\/p>\n 1. Contract Analysis and Advice: Attorney reviewed the case file and requested the Client to provide information regarding the fulfillment of delivered orders to determine whether the contractual obligations for those orders had been completed. Additionally, the Client was asked to provide details about the disputed orders and the underlying reasons for the dispute. Based on the case file and information provided by the Client, the attorney advised the Client on the validity of the contracts, confirming that both parties had fulfilled their obligations under two delivered orders and that no disputes existed regarding those orders.<\/span><\/p>\n 2. Advice on Unilateral Termination: Attorney determined that due to the inability to reach an agreement, the only viable option was to advise the Client on the available unilateral remedies for terminating the contract. After obtaining the Client’s confirmation of the scope of work, the attorney analyzed the conditions for termination, the procedures involved, and the content of the termination notice.<\/span><\/p>\n Specifically, the attorney proposed two unilateral termination options for Company CD: (1) suspension of contract performance; or (2) partial cancellation of the contract. The advantages and disadvantages of each option, along with the procedures involved, were analyzed.<\/span><\/p>\n 3. Additional Recommendations: In addition to addressing the specific request, the attorney recommended that the Client review and revise their existing sales contract templates to mitigate risks associated with contract negotiation and performance.<\/span><\/p>\n Case Consultation Outcome:<\/b><\/p>\n Client – Company CD, following detailed consultations with TAPHALAW’s Attorney, careful consideration of their objectives, and the potential legal consequences of terminating the contract under various scenarios, ultimately opted to partially terminate the contract. The Attorney assisted the Client in drafting a notice of contract termination, which the Client subsequently issued to Company AB to cancel the purchase order dated May 20, 2023. Upon receipt of the notice of contract termination from Company CD, Company AB, after due consideration, cooperated with the Client and agreed to cancel the purchase order dated May 20, 2023. Accordingly, the attorney promptly provided the Client with the necessary documents and procedures to terminate the contract with respect to the terminated obligations.<\/span>","protected":false},"excerpt":{"rendered":" Matter in Brief: On February 1, 2023, AB Joint Stock Company (\u201cAB Company\u201d) entered into a framework purchase agreement with CD Limited Liability Company (\u201cCD Company\u201d), whereby AB Company would supply components as per purchase orders placed by CD Company. CD Company placed two purchase orders on February 14, 2023, and March 11, 2023, respectively, […]\n","protected":false},"author":1,"featured_media":6164,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[90,92,114],"tags":[],"yst_prominent_words":[],"acf":[],"_links":{"self":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6161"}],"collection":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/comments?post=6161"}],"version-history":[{"count":4,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6161\/revisions"}],"predecessor-version":[{"id":6273,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6161\/revisions\/6273"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/media\/6164"}],"wp:attachment":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/media?parent=6161"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/categories?post=6161"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/tags?post=6161"},{"taxonomy":"yst_prominent_words","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/yst_prominent_words?post=6161"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}