Law 102 - Business Law and Ethics Fundamentals

INDIVIDUAL ASSIGNMENT
Personal information:

● Name :

● Student ID :

● Date : Fall 2024

● Class :

● Subject : Business Law and Ethics Fundamentals(LAW102)

● Lecturer: Nguyen Duy Ly

Assignment information:

● Title: Disputes between the company and its members

● Case number: 127

● Case date: 26/06/2024

● Total word-count: 1766 words

Table of contend

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I. Background of the case……………………………………………...
1.1 Court…………………………………………………………..……………3
1.2 Plaintiff…………………………………………..…………………………3
1.3 Defendant ………………………………...…………………………………3
1.4 Short overview of the case ………………….………………………………4
II. Issue and parties’ opinions…………………………………………
1. Plaintiff……………………………………………………………………….
● Problem and Opinion……………………………………………………...
● Evidences………………………………………………………………….
2. Defendant…………………………………………………………………….
● Problem and Opinion……………………………………………………...
● Evidences………………………………………………………………….
III. Holding of the court……………………………………………….
1. About the Representative of Ho Chi Minh City People's…………………….
2. About the Request of the Plaintiff …………………………………………
3. About the remainder of the plaintiff's claim………………………………….7
4. About court fees …………………………………………………………
IV. Self - analysis and opinion…………………..……………..………

V. References……………………………………………………….

I. Background of the case

Bản án: số 127 ngày 26/06/2024 của TAND TP. Hồ Chí Minh Tranh chấp giữa
công ty với các thành viên công ty - Tranh chấp hợp đồng chuyển nhượng vốn
góp, 2024)

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1.1 Court

● Judge – presiding judge of court hearing: Mrs. Luu Thi Doan Trang
● Judges:
- Mr. Tran Van Đong
- Mrs. Le Thi Nhanh
● Court clerk: Mrs. Trinh Kim Hoang – The people’s tribunal of Ho Chi
Minh City
● Representative of the people procuracy of Ho Chi Minh city: Mr. Huynh
Thanh Hai

1.2 Plaintiff

● Plaintiff:
- Mr. Nguyen Manh C
- Address: 43R/20 Ho Van H, Ward S, PN District, Ho Chi Minh City
● The authorized representative:
- Mr. Nguyen Thanh L, born in 1959 - Absent (requested absence)
- Ms. Nguyen Thi M, born in 1995 - Present on June 17, 2024, absent
on June 26, 2024 (requested absence)
- Same address: 15A/1 Le Thanh T, Ward BN, District A, Ho Chi Minh
City
1.3 Defendant

● Defendant
- PH Investment Company Limited - Represented by Mr. Trịnh Quốc
V (legal representative)
- Address: 08 Dat Thanh, Ward S, District TB, Ho Chi Minh City
● The authorized representative of the Defendant
- Mr. Trinh Quoc V, born in 1961 - Absent during the court hearing
- Address: No. 64, Street 14, HL residential area, TH ward, P district,
Ho Chi Minh City

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1.4 Short overview of the case

The case is a dispute over a capital contribution transfer contract between Mr.
Nguyen Manh C and PH Investment Company Limited. Mr. Nguyen Manh C
and Mr. Trinh Quoc V, the two parties together established PH Investment
Company Limited with two members. Because Mr. C did not have the time and
ability to continue operating at the company, on April 20, 2009, Mr. C and Mr.
V agreed that Mr. C would withdraw his capital from the company and Mr. V
would convert the company type to operate as a single-member LLC. The
company agreed to return all of Mr. C's capital contribution to PH Investment
Company Limited: VND 1,750,000,000. However, despite many requests for
payment, PH Investment Company Limited and Mr. V have not fulfilled their
payment obligations to Mr. C. Therefore, Mr. C filed a lawsuit against PH
Investment Company Limited and requested the return of the contributed
amount of VND 1,000,000,000. PH Investment Company Limited and Mr. V
said that Mr. C only contributed capital to a wood factory project, and this
money was used for licensing and project preparation. Due to the project being
delayed and the license being revoked, the company was unable to repay the
capital as agreed. PH Investment Company Limited proposed that Mr. C pay an
additional VND475 million (related to another project) and the company would
refund VND1 billion.

II. Issue and parties’ opinions

Bản án: số 127 ngày 26/06/2024 của TAND TP. Hồ Chí Minh Tranh chấp giữa
công ty với các thành viên công ty - Tranh chấp hợp đồng chuyển nhượng vốn
góp, 2024)

1. Plaintiff

● Problem and Opinion

On April 20, 2009, Mr. Nguyen Manh C, a member of PH Investment

Company Limited, decided to withdraw his investment capital from the
company due to lack of time and capacity to continue being a member. PH
Investment Company Limited, represented by Mr. Trinh Quoc V, agreed to
return his capital contribution of VND 1,750,000,000. Despite repeated requests

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for payment, the company still did not return the money as promised. Mr. C then
filed a lawsuit in 2018 to request a return of VND 1 billion, which he later
reduced from the original amount of VND 1.75 billion.

● Evidences

April 20, 2009 At the meeting minutes of the Board of Members of PH

Investment Company Limited, the parties noted: "Mr. Nguyen Manh C - a
capital contributing member of the company, due to lack of time and ability to
contribute financially, agreed that from today, Mr. C would like to withdraw
from the membership of PH Investment Company Limited. The company agreed
to return all of Mr. C's capital contribution to PH Investment Company Limited:
VND 1,750,000,000".

On October 4, 2023, Mr. C filed a lawsuit, Mr. C requested the company to

return his capital contribution.

On October 31, 2023, in the Minutes of Conciliation, Mr. C only requested that
PH Investment Company Limited return the contributed amount of VND
1,000,000,000.

2. Defendant

● Problem and Opinion

The defendant, PH Investment Company Limited, confirmed that Nguyen

Manh C had contributed 1,000,000,000 VND to the company in 2007 for a
wood processing plant project. However, the company argued that the project
was delayed and later canceled due to slow implementation, leading to the
revocation of land rights and project approval by the authorities. The company
asserted that Mr. C’s funds were fully used for project-related expenses.

On April 20 2009, they agreed in principle to repay Mr. C's investment of

1,750,000,000 VND when the project was transferred, but the transfer failed.
The company proposed a settlement where Mr. C would repay 475,000,000
VND from a separate project, after which they would return his 1,000,000,000
VND.

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 ● Evidences

On April 20, 2009, meeting minutes recorded the agreement that Mr. C would
withdraw and be repaid 1,750,000,000 VND, pending the project's successful
transfer.

October 30, 2007, Meeting minutes detail Mr. C’s initial contribution of
1,000,000,000 VND for the wood processing plant project and his entitlement to
50% of the project’s benefits.

On October 31, 2023, in conciliation minutes, the defendant proposed that Mr.
C repay 475,000,000 VND from a separate project to settle the outstanding
amount related to the canceled project.

III. Holding of the court

Bản án: số 127 ngày 26/06/2024 của TAND TP. Hồ Chí Minh Tranh chấp giữa
công ty với các thành viên công ty - Tranh chấp hợp đồng chuyển nhượng vốn góp,
2024)

1. About the Representative of Ho Chi Minh City People's

Representative from the People's Procuracy of Ho Chi Minh City, Mr. Huynh
Thanh Hai, noted that both the judge and the jury complied with the regulations,
and the plaintiff had properly implemented all legal requirements. The
defendant's absence, despite being duly summoned, was without justifiable
reason.

2. About the Request of the Plaintiff

The court partially accepted the request of the plaintiff, Mr. Nguyen Manh C.
The court ordered the defendant, PH Investment Company Limited, to pay
525,000,000 VND to the plaintiff. This amount is to be paid in one installment,
enforceable through the appropriate legal channels once the judgment is final.

3. About the remainder of the plaintiff's claim

The court dismissed the remaining part of the plaintiff's claim, which amounted
to 1,225,000,000 VND. The dismissal was based on the fact that the plaintiff
voluntarily withdrew this portion of the claim during the proceedings.

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4. About court fees

The defendant is required to pay 25,000,000 VND in commercial case fees.

The plaintiff, Mr. Nguyen Manh C, will be refunded the 32,250,000 VND he
had previously paid as a deposit for court fees.

IV. Self - analysis and opinion

After researching the plaintiff's and defendant's issues, points of view, and
evidence I agree with the court of appeal's decisions because:

Judgment No. 127/2024/KDTM-ST dated June 26, 2024, of the People's Court
of Ho Chi Minh City issued a decision in the case of a dispute over a capital
transfer agreement between Mr. Nguyen Manh C and PH Investment Company
Limited. The judgment clearly reflects compliance with legal procedures,
consideration of both parties' opinions, and a thorough examination of the
evidence in the case file. The judgment clearly establishes that the case falls
under the jurisdiction of the Economic Court according to Article 30 of the 2015
Civil Procedure Code. The Court accepted the plaintiff's claim, ordering PH
Investment Company Limited. to return the sum of 525,000,000 VND. This not
only demonstrates the protection of the legal rights of the investor but also
reflects the defendant's responsibility in fulfilling its financial obligations.

The presiding judge and the panel demonstrated their roles fairly and
professionally. They ensured that all parties had the opportunity to present their
opinions and evidence during the trial. The absence of the defendant's
representative did not affect the Court's decision, as per the provisions of Clause
2, Article 227 of the 2015 Civil Procedure Code.
The Court not only accepted the plaintiff's claim but also dismissed a portion of
the claim that the plaintiff voluntarily withdrew. This shows careful
consideration and respect for the parties' opinions. The decision on court fees is
also reasonable, with the defendant being responsible for the fees while the
plaintiff is exempt from court fees, in accordance with Clause 1, Article 147 of
the 2015 Civil Procedure Code.
However, I believe the Court should further encourage the participation of the
parties. In cases where the defendant is absent, the court should implement
measures to encourage their participation, such as providing more favorable

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 conditions for attending the trial or offering more detailed information regarding
their rights and obligations. This is important because trials conducted in the
absence of one party can limit the full reflection of the defendant's arguments
and evidence.
Furthermore, in this case, the defendant proposed to offset 475,000,000 VND
from another project against the 1,000,000,000 VND contributed by Mr. C. The
Court did not clarify whether this was reasonable and in accordance with legal
provisions regarding the set-off of debts between the parties. The Court should
thoroughly consider and make a clear decision on whether the set-off proposal is
accepted, and if so, what legal basis applies to ensure transparency and legality.
Lastly, the Court should consider and improve various aspects, even the
smallest ones, in the judicial process and enforcement of judgments to enhance
efficiency, transparency, and fairness.
V. References

1. Case 227 (June 26, 2024) of Ho Chi Minh City People's Court Dispute
between a company and its members. Available at:
https://congbobanan.toaan.gov.vn/2ta1645291t1cvn/chi-tiet-ban-an
2. Civil Procedure Code (2015), Circular No. 92/2015/QH13 issued on
November 25, 2015, effective from July 1, 2016.

- Article 30 of the 2015

- Clause 1, Article 147 of the 2015 Civil Procedure Code

- Clause 2, Article 227 of the 2015 Civil Procedure Code

- Clause 2, Article 244 of the 2015 Civil Procedure Code
3. Standing Committee of the National Assembly, Resolution
326/2016/UBTVQH14, issued on December 30, 2016, effective from
January 1, 2017 on collection, exemption, reduction, collection, payment,
management and use of court fees and charges.
4. Investment Law 2005, No. 59/2005/QH11, promulgated on November 29,
2005, effective from July 1, 2006.
- Article 3, Article 23 Investment Law 2005

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5. Minutes of the meeting of the Board of Members of PH Investment
Company Limited, April 20, 2009.
6. Minutes of conciliation, October 31, 2023 between Mr. Nguyen Manh C and
PH Investment Company Limited