Rebecca Gardner, Corporate and Commercial Partner at Howat Avraam Solicitors comments: Backdating documents are a surprisingly frequent customer demand. However, under English law, a treaty may create (or confirm) rights relating to past events, so they should not be backdated. If the parties to an agreement wish it to take effect one day earlier than the day of its signing, carefully crafted provisions may be included in the introductory clause (or any other appropriate part) of the agreement to deal with it. The phrase «unless otherwise agreed» is ambiguous. However, ambiguity can be avoided if the text is read with the previous term «legally entered.» Article 3.3 of the Civil Code 2015 states that «every person shall establish, exercise/execute or terminate his or her civil rights and/or obligations in principle of goodwill and honesty.» The act of giving a contract a different signing date from the one at which it is actually signed could lead to the contract not being considered «legally concluded» since the law may be contrary to the principle of «honesty/truth» set out in Article 3.3 of the Civil Code. In the absence of a review of specific insurance legislation, therefore, retrocessation is not legal in case 1. A company (the customer) intends to purchase certain IT services that its IT service provider is scheduled to launch on March 1. Negotiations on the terms of the service contract between the parties take longer than expected, so the claimant begins work in the meantime. The parties agree on April 1 of the terms of the service contract that they intend to sign on that date. But it is clear that the term «unless otherwise agreed» in Article 401.1 of the Civil Code 2015 is ambiguous and causes controversy under the law on the date of entry into force. Vietnamese laws do not expressly prohibit parties from setting a validity date before the signing date.
Moreover, Vietnamese contract law seems to lack the notion of «consideration» and support precedents that exist in common law systems. For example, in English law, «past consideration» is not qualified for contract formation. In this context, a legal practice has developed in Vietnam, in which the other view that the parties can agree on an effective date before the signing date is narrowly and conditionally accepted. In another example, imagine an owner who does not wish to rent an apartment to a minority candidate. The landlord finds a tenant without a minority and dates the signing of that tenant to assert that the non-minority tenant rented the apartment before the minority applicant`s application. This retrodedation may be illegal, as it should mislead the minority applicant and facilitate unlawful discrimination against the lessor. Third, the re-assitization of a contract should not be used for illegal purposes, such as deception. B of others or the help of a person to obtain unwarranted benefits and/or to give inconvenience to others.. For example, the return of a pledge in order to create the priority of liquidation of the pawn giver with regard to pawning assets. From a legal point of view, a contract should normally only be re-dated if: there are certain restrictions on the effect of the re-extended clauses, as it is not possible to rewrite history, but in general, if the parties have agreed to an earlier «date of effect», they have the right to assert all the rights provided in the agreement against the other party from the time they actually sign it, including with respect to the time already elapsed.