Question:
We plan to adopt fully electronic contracts for international commercial transactions. Can SB Law advise on the legal validity of e-contracts in international commerce and what conditions must be satisfied to ensure enforceability, especially in case of disputes?
Answer:
Under Vietnam’s Law on E-Transactions 2005 (amended 2023) and the UNCITRAL Model Law on Electronic Commerce, electronic contracts have the same legal validity as paper-based contracts if the following conditions are met: (i) parties are identifiable; (ii) the data message is preserved in its integrity; and (iii) the parties’ consent and intention to be bound are clearly expressed.
Key risks include:
(1) Integrity and authentication issues may arise if digital signatures are not compliant with internationally recognized standards (e.g., eIDAS).
(2) Evidentiary validity of the e-contract can be challenged in arbitration or court if the data storage or audit trail is inadequate.
(3) In disputes, Vietnamese courts or arbitration panels may require proof of signing process, timestamp, identity, and tamper resistance.
