According to Article 18 of Law on Commercial Arbitration 2010, the arbitration agreement is null avoid in the following cases:

a) The dispute arises in a sector outside the competence for arbitration prescribed in article 2 of this Law;

b) The person who entered into the arbitration agreement lacked authority as stipulated by law.

c) The person who entered into the arbitration agreement lacked legal capacity pursuant to the Civil Code;

d) The form of the arbitration agreement does not comply with article 16 of this law;

e) One of the parties was deceived, threatened or coerced during the process of formulation of the arbitration agreement and requests a declaration that the arbitration agreement is void;

f) The arbitration agreement breaches a prohibited clause ion prescribed by law.

According to Article 4 of Resolution No.01/2014/NQ-HDTP on guiding the implementation of Law on Commercial Arbitration 2010, an arbitration agreement is incapable of being performed in the following cases:

a) The parties have reached an agreement to resolve the dispute at a specific arbitration centre but such centre has ceased to operate without any succeeding arbitration organization, and the parties fail to agree on any other arbitration centre to resolve the dispute.

b) The parties have reached a specific agreement on the choice of Arbitrator for an ad hoc arbitration, but at the time a dispute arises, the Arbitrator is unable to conduct the arbitration of the dispute due to a force majeure event or for any other objective reason, or the arbitration centre, the Court cannot find an Arbitrator as the parties have agreed, and the parties fail to agree on any alternative arbitrator.

c) The parties have reached a specific agreement on the choice of Arbitrator for an ad hoc arbitration, but at the time a dispute arises, the Arbitrator refuses the appointment or the arbitration centre refuses the appointment of the Arbitrator and the parties fail to agree on any replacement Arbitrator.

d) The parties have reached an agreement to resolve the dispute at a specific arbitration centre but have also agreed to apply the Rules of Arbitration of another arbitration centre, and the charter of the arbitration centre chosen for dispute resolution does not allow the application of the Rules of Arbitration of another arbitration centre; and the parties fail to agree on the replacement of Rules of Arbitration.

e) Goods and/or service providers and consumers already have an arbitration clause in the standard conditions for the provision of goods and/or services which are pre-determined by the providers as stipulated for in Article 17 of the LCA but when a dispute arises, the consumers do not agree to use Arbitration to resolve the dispute.

According to Article 16.2 of Law on Commercial Arbitration 2010, an arbitration agreement must be in writing, the following forms of agreement shall also be deemed to constitute a written arbitration agreement:

a) An agreement established via an exchange between the parties by telegram, facsimile, telex, email or other form prescribed by law;

b) An agreement established via the exchange of written information between parties;

c) An agreement prepared in writing by a lawyer, notary or competent organization at the request of the parties;

d) Reference by the parties during the course of a transaction to a document such as a contract, source document, company charter or other similar documents which contain an arbitration agreement

e) Exchange of a statement of claim and defense which express the existence of an agreement proposed by one party and not denied by the other party.

Article 2.4 in Resolution No/01/2014/NQ-HDTP on guiding the implementation of Law on Commercial Arbitration 2010 specifies that:

“4. Where the parties have an agreement to resolve their disputes by arbitration as well as another agreement to resolve their disputes by a Court without any re-agreement or new agreement on the authority with jurisdiction over dispute, and such dispute does not fall within the scope of Clause 3 of this Article, the arising disputes shall be resolved as follows:

a) Where the petitioner submits the dispute to arbitration before requesting the Court to resolve the dispute or submits the dispute to arbitration when the Court has not enrolled the case as provided in Point b Clause 4 of this Article, the Court, relying on the provision in Article 6 of LCA, shall refuse to enroll and resolve the case. In this case, upon receiving the lawsuit petition by the petitioner, the Court shall return the lawsuit petition; if the Court has already enrolled the case, the Court, relying on the provision in Article 192.1(i) CPC, shall decide to suspend the case and return the lawsuit petition and accompanying documents.

 b) Where the petitioner requests the Court to resolve a dispute, the Court must immediately determine whether one of the parties has submitted the dispute to Arbitration or not.

Within 05 working days from receipt of the lawsuit petition, where the Court considers that the respondent or the claimant has already submitted the dispute to arbitration, the Court shall return the lawsuit petition to the petitioner. If the respondent or the claimant has not submitted the dispute to arbitration, the Court shall consider enrolling and resolving the dispute under general procedure.

Where the Court discovers that the dispute has already been submitted to arbitration before being enrolled by the Court, the Court, relying on the provision in point i Clause 1 Article 192 of CPC, shall suspend the settlement of the case and return the Request for Arbitration and accompanying documents”.

According to Article 13 of Law on Commercial Arbitration 2010, if a party discovers a breach of the provision of this Law or of the arbitration agreement but continues to conduct the arbitration proceedings and does not object to such breach within the time-limit stipulated in this Law, [such party] shall lose the right to object at the arbitration or before the court.

According to Article 6 of Resolution No/01/2014/NQ-HDTP on guiding the implementation of Law on Commercial Arbitration 2010 specified that:

“Article 6. Loss of right to object as stipulated in Article 13 in Law on Commercial Arbitration 2010

1. Where a party discovers the violations of the LCA or the arbitration agreement but continues with the arbitration procedure and does not object such violation to the Arbitral Tribunal or the Arbitration Centre within the time limit set by LCA, such party shall lose its right to object at the Arbitration or at the Court to such violations. Where no time limit is set by LCA, the time limit shall be determined in accordance with the parties’ agreement or the arbitration rules. In case the parties have no agreement or it is not specified by the arbitration rules, objection must be raised before the Arbitral Tribunal renders the arbitral award.

2. Before examining the request of one or more parties on whether there were violations of the LCA or the arbitration agreement, the Court shall examine the documents, evidence, and arbitration rules to determine whether one or more parties have lost their rights to object with regard to such requests.

Where the Court determines that the rights to object to the violations has been lost as stipulated in Article 13 of the LCA and in accordance with the guidance in Clause 1 of this Article, the party losing the right to object shall not be entitled to recourse against the decisions of the Arbitral Tribunal or to request to set aside the arbitral award with regard to such violations. The Court must not rely on the violations to which one or more parties has lost its (their) right to object in determining to accept the request of one or more parties.

3. When considering the application to set aside the arbitral award, the Court shall be responsible to examine in compliance with Point d Clause 2 and Point b Clause 3 Article 68 of the LCA. Where sufficient ground is found to accept or not accept the application, the Court has power to make decision even when one or the parties has lost their rights to object”.

Pursuant to Article 23 of VIAC’s Rules of Arbitration:

“Article 23. Language of arbitration

1. For disputes without a foreign element, the language of arbitration shall be Vietnamese.

2. For disputes with a foreign element and disputes to which at least one party is an enterprise with foreign investment capital, the language of arbitration shall be as agreed by the parties. Otherwise, the Arbitral Tribunal shall determine the language or languages to be used in the arbitral proceedings, taking account of the relevant circumstances including the language of the contract.

3. If a document is made in any language other than the language of arbitration, the Arbitral Tribunal or the Centre, where the Arbitral Tribunal has not yet been constituted, may request a party or the parties to provide the translation thereof.”

According to Article 24 of VIAC's Rules of Arbitration:

1. For disputes without a foreign element, the Arbitral Tribunal shall apply the law of Vietnam.

2. For disputes with a foreign element, the Arbitral Tribunal shall apply the law agreed by the parties; if the parties do not have any agreement on the applicable law, the Arbitral Tribunal shall determine the law it considers the most appropriate.

3. In all cases, the Arbitral Tribunal shall take account of the provisions of the contract, if any, between the parties in resolving the dispute.

4. The Arbitral Tribunal may apply any appropriate trade usage to resolve the dispute.