Representations and warranties constitute an important building block in a contract. Unfortunately, Vietnamese contract law does not have a separate regime on representations and warranties. Accordingly, this gives rise to various questions concerning representations and warranties under Vietnamese law. The first question would be whether representations and warranties are considered as obligations of the person giving it.

In a book on Vietnam contract law, the author, a well-known business lawyer, considers that representations and warranties are statements of facts and are not undertaking to perform or not perform a specific task. Therefore, representations and warranties are not obligations under Vietnamese law. We have a different view on this.

In our opinion, subject to the actual wording in the relevant contract, representations and warranties should constitute obligations of the person giving it under Vietnamese law. This is because:

• representations and warranties are usually understood or translated into Vietnamese as “cam đoan” and “bảo đảm”. Both representations and warranties when translated into Vietnamese could be used as verbs (động từ). This suggests that representations or warranties could pertain to the act of performing a certain task; and

• while there is no legal definition of the words representations or warranties. In Vietnamese, the words “cam đoan” mean the act of a person confirming that what they said is true and being liable if it is incorrect. The words “bảo đảm” mean the act of a person assuring another person about what the first person said and being liable for those statements.

In light of the above, if the terms “representations” and “warranties” are used as verbs in Vietnamese, they could imply an obligation on the part of the person providing them. However, the next question is if there is a breach of an obligation constituted by a representation and warranty then what are the liabilities of the person giving such representation and warranty.

Written by Nguyen Quang Vu.