Precedent No. 79/2025/AL was adopted by the Council of Justices of the Supreme People’s Court on December 24, 2025, and promulgated under Decision No. 339a/QD-CA dated December 25, 2025, by the Chief Justice of the Supreme People’s Court.
1. What is a precedent?
Precedents are arguments and rulings in legally effective judgments and decisions of the Courts regarding a specific case selected by the Council of Justices of the Supreme People’s Court and promulgated by the Chief Justice of the Supreme People’s Court as precedents for Courts to study and apply in adjudication. (Article 1 of Resolution 04/2019/NQ-HĐTP)
A selected precedent must meet the following criteria:
– It has value in clarifying legal provisions that have different interpretations, analyzing and explaining legal issues and events, and pointing out principles, handling methods, and legal norms to be applied in a specific case, or expressing equity regarding issues for which there are no specific legal provisions;
– it is standardized;
– It has value in guiding the uniform application of law in adjudication.
2. Precedent No. 79/2025/AL on the subjects entering into deposit contracts and the validity of deposit contracts
2.1. Source of the precedent
Cassation Decision No. 296/2023/DS-GĐT dated December 13, 2023, of the Judges’ Committee of the High People’s Court in Ho Chi Minh City regarding the civil case “Dispute over a deposit contract” between the plaintiff, Ms. Le Thi Tuyet N, and the defendant, Mr. Nguyen Xuan D; the persons with related interests and obligations are Ms. Nguyen Thi Hoang K and Ms. Nguyen Thi Hoang M.
Location of the precedent’s content:
Paragraphs 11, 12, 13, and 14 of the “Court’s Findings” section.
2.2. Summary of the precedent’s content
– Precedent Situation 1:
Parties establish a deposit contract to secure the execution of a contract for the transfer of land use rights between the two parties. The deposit payer knows that the object of the transfer is land use rights currently mortgaged at a bank but still establishes the deposit contract.
– Legal Solution 1:
In this case, the Court must determine that the deposit contract is an independent and valid contract.
– Precedent Situation 2:
The deposit recipient does not have ownership rights over the transferred property and does not have the right to carry out the property transfer, but is authorized by the property owner to enter into the deposit contract. The deposit payer knows this but does not object.
– Legal Solution 2:
In this case, the Court must determine that the deposit recipient has the right to establish the deposit contract and that the deposit contract is valid.
Legal provisions related to the precedent:
Clause 2 Article 3, Article 117, and Article 328 of the Civil Code of Vietnam 2015.
Keywords of the precedent:
“Validity of deposit contract”; “Mortgaged property”; “authorization to enter into deposit contract”; “Independent contract”.
CASE CONTENT:
The plaintiff, Ms. Le Thi Tuyet N, stated: she and Mr. Nguyen Xuan D are relatives. According to the agreement between her and Mr. D, Mr. D was to transfer to her 02 land plots in T town, G district; the price for each plot was 1,500,000,000 VND. Specifically: plot 4011 with an area of 100m2, under the name of Ms. Nguyen Thi Hoang K (according to Land Use Right Certificate No. CV 012535 dated June 4, 2020, adjusted to Ms. K’s name on October 23, 2020); plot 4012 with an area of 100m2, under the name of Ms. Nguyen Thi Hoang M (according to Land Use Right Certificate No. CV 012536 dated June 4, 2020, adjusted to Ms. M’s name on July 31, 2020). On April 6, 2022, she and Mr. D officially signed a deposit document (but mistakenly recorded as February 6, 2022) with the following content: she deposited an amount of 1,000,000,000 VND to receive the transfer of the 02 plots 4011 and 4012; on April 16, 2022, when the land use right transfer contract is notarized, an additional 1,500,000,000 VND would be paid, and the remaining amount of 500,000,000 VND would be paid to Mr. D after the land use rights are transferred to her name. On the same day, April 6, 2022, she transferred the deposit amount of 1,000,000,000 VND to Mr. D. After signing the deposit contract, she consulted a lawyer and learned that Mr. D was not the owner of the above assets and therefore did not have the right to perform the transfer. Therefore, she called Mr. D to request the cancellation of the deposit contract and the return of the deposit, and Mr. D agreed; at that time, Mr. D was in the US. However, when she subsequently contacted Mr. D to demand the return of the deposit, Mr. D did not pay and said to follow the law. Therefore, she filed a lawsuit requesting the Court to cancel the deposit transaction dated April 6, 2022, and compel Mr. D to return 1,000,000,000 VND to her.
The defendant, Mr. Nguyen Xuan D, stated: Ms. Nguyen Thi Hoang K and Ms. Nguyen Thi Hoang M are his biological children. Since his children wanted to transfer and Ms. Tuyet N wanted to receive the transfer of the 02 above-mentioned land plots, on April 6, 2022, he, Ms. Tuyet N, Mr. Nguyen Xuan L, and Ms. M went to see the land together. After viewing the land, everyone went to his mother’s house at address 414 H Street, T town, G district. There, he, Ms. Tuyet N, and Ms. M agreed on the transfer of the two land plots, and Ms. Tuyet N made a FaceTime call to talk with Ms. Nguyen Thi Hoang K about the land transfer; thereafter, the two parties agreed on a transfer price of 3,000,000,000 VND for the 02 plots. That day, he went to Bank TMCP C – A Branch – G Transaction Office, to photocopy the 02 land use right certificates to give to Ms. Tuyet N. He confirmed the deposit contract was signed on April 6, 2022, but mistakenly recorded as February 6, 2022. On the same day, April 6, 2022, Ms. Tuyet N transferred money into his account 105868723495 twice with a total amount of 1,000,000,000 VND with the content “transfer of land deposit money”. After receiving the deposit, he transferred it to Ms. K and Ms. M to buy a house in Ho Chi Minh City.
Now, as Ms. Tuyet N has filed a lawsuit requesting the return of the deposit, he does not agree because the transfer of the two plots 4011 and 4012 was an agreement between Ms. Tuyet N and his children; he was only the representative receiving the deposit.
Persons with related interests and obligations:
– Ms. Nguyen Thi Hoang K stated: before Ms. Tuyet N and Mr. D signed the deposit document, Ms. Tuyet N, she, and Ms. M had agreed on the transfer price, the deposit amount, and the time for signing the transfer contract, and agreed that Mr. D would represent them to receive the deposit. According to the agreement, she and Ms. M would transfer the 02 plots 4011 and 4012 to Ms. Tuyet N at a price of 1,500,000,000 VND per plot. The date of agreement was also the day Ms. Tuyet N went to see the land. The deposit document written by Ms. Tuyet N dated February 6, 2022, was a mistake; it was actually April 6, 2022. Also on April 6, 2022, Ms. Tuyet N transferred 1,000,000,000 VND to Mr. D’s account, and Mr. D transferred this amount to the accounts of her and Ms. M. On April 7, 2022, Ms. Tuyet N called her to complain that the transfer price was high and requested the return of the deposit, but she did not agree because she had already used the deposit to buy a house in Ho Chi Minh City. Later, Ms. Tuyet N said that since April 16, 2022, was a Saturday, the contract signing should be moved to April 19, 2022. On April 16, 2022, she went to D city to wait until April 19, 2022, to sign the contract. During this time, Ms. Tuyet N called to complain about the high price and pressured her to sell at 1,200,000,000 VND, but she did not agree. On April 21, 2022, she texted Ms. Tuyet N proposing to sign the contract, but Ms. Tuyet N did not respond. In the following days, she discussed with Ms. Tuyet N that if she did not take the 02 plots, she could take 01 plot for 1,600,000,000 VND or extend the deadline to May 31, 2022, to sign the contract; otherwise, she would lose the deposit. Since Ms. Tuyet N breached the contract, she must lose the deposit. Therefore, she does not agree with Ms. Tuyet N’s lawsuit request.
– Ms. Nguyen Thi Hoang M stated: on April 6, 2022, she together with Mr. D and Ms. Tuyet N agreed on the land transfer, with Mr. Nguyen Xuan L accompanying them, after which the parties went to view the land. She and Ms. Tuyet N directly negotiated the price and the method of receiving the deposit, which was for Mr. D to act as the recipient. On April 6, 2022, Ms. Tuyet N transferred 1,000,000,000 VND as deposit to Mr. D’s account; Ms. Tuyet N took a photo of the transfer transaction and sent it to her Zalo account with the content “Ms. N transferring land deposit”. After receiving the money, Mr. D transferred it to the accounts of her and Ms. K. Since Ms. Tuyet N breached the contract, she must lose the deposit. Therefore, she does not agree with Ms. Tuyet N’s lawsuit request.
In Civil First Instance Judgment No. 42/2022/DS-ST dated October 27, 2022, the People’s Court of Don Duong District decided:
To accept the lawsuit request “Dispute over civil contract for deposit of land use rights transfer” of the plaintiff Ms. Le Thi Tuyet N against the defendant Mr. Nguyen Xuan D.
To declare the deposit contract for land use rights transfer dated April 6, 2022 (Deposit document dated February 6, 2022) between Ms. Le Thi Tuyet N and Mr. Nguyen Xuan D null and void and to cancel this contract.
To compel Mr. Nguyen Xuan D to return the received deposit of 1,000,000,000 VND to Ms. Le Thi Tuyet N.
Additionally, the Court of first instance also ruled on court fees and the right to appeal of the parties.
On October 27, 2022, Mr. Nguyen Xuan D, Ms. Nguyen Thi Hoang K, and Ms. Nguyen Thi Hoang M appealed the aforementioned first-instance civil judgment.
In Civil Appellate Judgment No. 17/2023/DS-PT dated February 22, 2023, the People’s Court of Lam Dong Province decided:
To partially accept the appeal of Mr. Nguyen Xuan D.
To reject the appeals of Ms. Nguyen Thi Hoang K and Ms. Nguyen Thi Hoang M.
To amend the first-instance civil judgment.
To accept the lawsuit request “Dispute over civil deposit contract” of Ms. Le Thi Tuyet N against Mr. Nguyen Xuan D.
To declare the Deposit Document dated April 6, 2022 (Deposit Document dated February 6, 2022) between Ms. Le Thi Tuyet N and Mr. Nguyen Xuan D null and void.
To compel Mr. Nguyen Xuan D to return the received deposit of 1,000,000,000 VND to Ms. Le Thi Tuyet N.
Additionally, the Court of appeal also ruled on court fees and interest in case of delayed judgment execution.
On April 24, 2023, Mr. Nguyen Xuan D submitted a request for cassation review of the aforementioned appellate civil judgment.
In Decision No. 70/2023/KN-DS dated August 14, 2023, the Chief Justice of the High People’s Court in Ho Chi Minh City filed a protest under the cassation procedure against Civil Appellate Judgment No. 17/2023/DS-PT dated February 22, 2023, of the People’s Court of Lam Dong Province. The protest requested the High People’s Court in Ho Chi Minh City to conduct a cassation trial to abrogate the aforementioned appellate civil judgment and Civil First Instance Judgment No. 42/2022/DS-ST dated October 27, 2022, of the People’s Court of Don Duong District, Lam Dong Province; and to transfer the case file to the People’s Court of Don Duong District, Lam Dong Province for retrial according to first-instance procedures.
At the cassation trial, the representative of the High People’s Procuracy in Ho Chi Minh City proposed that the Cassation Council accept the Protest Decision of the Chief Justice of the High People’s Court in Ho Chi Minh City and abrogate both aforementioned judgments for first-instance retrial in accordance with the law.
COURT’S FINDINGS:
[1] Based on Land Use Right Certificate No. CV 012535 dated June 4, 2020, and Land Use Right Certificate No. CV 012536 dated June 4, 2020, the land area of 100m2, plot 4011, map sheet No. 7, is under the use right of Ms. Nguyen Thi Hoang K and the land area of 100m2, plot 4012, map sheet No. 7, is under the use right of Ms. Nguyen Thi Hoang M. On April 6, 2022, Mr. Nguyen Xuan D and Ms. Le Thi Tuyet N signed a deposit document (but mistakenly recorded as February 6, 2022, as admitted by the parties) with the following content:
[2] “I, Mr. Nguyen Xuan D, have sold to Ms. Le Thi Tuyet N, residing at No. 3/4 P Street, D City, two land lots belonging to my children named:
[3] * Nguyen Thi Hoang K: ID No. 06818800253 issued on October 13, 2020, having land use right certificate No. CV 012535 * Lot: E9 – Plot 4011, map sheet No. 7, area 100m2.
[4] * Nguyen Thi Hoang M: ID No. 025491134 issued on May 17, 2020, having land use right certificate No. CV 012536 * Lot: E8 – Plot 4012, map sheet No. 7, area 100m2.
[5] The value of each land lot is: 1,500,000,000 VND (One billion five hundred million VND).
[6] Total value of the two land lots is: 3,000,000,000 VND (Three billion VND).
[7] Mr. Nguyen Xuan D, as the father of the two children above, received a prior deposit from Ms. Le Thi Tuyet N in the amount of 1,000,000,000 VND (One billion VND).
[8] On April 16, 2022, after notarizing the land use rights, Ms. Le Thi Tuyet N will pay 1,500,000,000 VND (One billion five hundred million VND); the remaining amount of 500,000,000 VND will be paid by Ms. N after receiving the land use right certificate.”
[9] On the same day, April 6, 2022, Ms. Tuyet N transferred the deposit amount of 1,000,000,000 VND to Mr. D. After receiving the money, Mr. D transferred this amount to Ms. Nguyen Thi Hoang K and Ms. Nguyen Thi Hoang M.
[10] Clause 1 Article 328 of the Civil Code stipulates: “Deposit is an act whereby one party (hereinafter referred to as the depositor) gives to the other party (hereinafter referred to as the recipient of the deposit) a sum of money or precious metals, gemstones or other valuable objects (hereinafter referred to as the deposit property) for a period of time to secure the entry into or performance of a contract.” Applying the above regulation, Ms. Tuyet N’s deposit was to secure the entry into a transfer contract for the 02 plots 4011 and 4012.
[11] Through reviewing the process of entering into and performing the contract, it is observed that: in the Record of Confrontation Testimony dated August 15, 2022, Ms. Tuyet N admitted: “Because of the need to buy land in D, I negotiated the land purchase with Mr. D, and Mr. D directly called me to go down and see the land in S commune. However, S commune was too far, so we returned to T town and agreed to buy 02 plots 4011 and 4012 with Mr. D. When negotiating the land purchase with Mr. D, Ms. M was present; Ms. M stated the value was 1,500,000,000 VND/plot and Ms. M called Ms. K so that Ms. K could speak to me to request a 1 billion deposit advance to withdraw the certificates from Bank C, G transaction office. On April 17, 2022, I called Ms. K to complain about the high land purchase price and stated that since April 16, 2022, fell on a Saturday, it should be moved to April 19, 2022”. In the first-instance and appellate trials, Ms. Tuyet N admitted that she and Mr. D are relatives, the deposit contract was drafted by her and then given to Mr. D to sign, and the deposit amount was directly transferred by her to Mr. D.
[12] Thus, there are grounds to determine that during the transaction process between Ms. Tuyet N and Mr. D, Ms. Hoang K, and Ms. Hoang M, there was agreement and consensus regarding the deposit amount, the transfer price, and the deadline for entering into the transfer contract; simultaneously, Ms. Tuyet N was aware that the 02 land plots above were under the use rights of Mr. D’s children, Ms. Hoang K and Ms. Hoang M, and were being mortgaged at Bank C, and she agreed for Mr. D to sign the deposit contract on behalf of Ms. Hoang K and Ms. Hoang M. Therefore, Ms. Tuyet N’s claim that Mr. D lacked legal capacity as a subject to sign the deposit contract is groundless.
[13] Pursuant to the provisions of Article 117 of the Civil Code, the deposit contract dated April 6, 2022, fully satisfied the conditions for the validity of a civil transaction; therefore, this contract is determined to be legal and effective, binding the parties to perform. Ms. Tuyet N’s refusal to enter into the land use right transfer contract with Ms. Hoang K and Ms. Hoang M on the grounds that the transfer price was too high constitutes a breach of the deposit agreement, the fault lies entirely with Ms. Tuyet N; thus, Ms. Tuyet N must forfeit the deposit according to the provisions in Clause 2 Article 328 of the Civil Code.
[14] The Court of first instance and the Court of appeal held that at the time of signing the deposit contract, all parties were aware that plots 4011 and 4012 were mortgaged at the bank, but still proceeded to sign the contract, making the deposit contract dated April 6, 2022, void due to the fault of both parties; from there, ruling to compel Mr. D to return the 1,000,000,000 VND deposit to Ms. Tuyet N does not correctly reflect the documents and evidence in the case file. This is because, according to the agreement and consensus of the parties, by April 19, 2022, the parties were to perform the signing and notarization of the land use right transfer contract. Thus, only if by April 19, 2022, the land use right transfer contract could not be signed and notarized because the mortgaged assets at the bank had not been released would the recipient of the deposit be determined to be at fault. On the other hand, a deposit contract is an independent contract; the fact that the parties agree on a deposit to secure the obligation to enter into a land use right transfer contract while the property is mortgaged at a bank does not affect the validity of the deposit contract.
For these reasons,
DECISION:
Pursuant to Point b Clause 1 Article 337; Clause 3 Article 343; Article 349 of the Civil Procedure Code;
To accept Cassation Protest Decision No. 70/2023/KN-DS dated August 14, 2023, of the Chief Justice of the High People’s Court in Ho Chi Minh City.
1. To abrogate the entire Civil Appellate Judgment No. 17/2023/DS-PT dated February 22, 2023, of the People’s Court of Lam Dong Province and Civil First Instance Judgment No. 42/2022/DS-ST dated October 27, 2022, of the People’s Court of Don Duong District, Lam Dong Province.
2. To transfer the case file to the People’s Court of Don Duong District, Lam Dong Province for retrial in accordance with the law.
3. The cassation decision takes legal effect from the date of its issuance.
PRECEDENT CONTENT
“[11] Through reviewing the process of entering into and performing the contract, it is observed that: in the Record of Confrontation Testimony dated August 15, 2022, Ms. Tuyet N admitted: “Because of the need to buy land in D, I negotiated the land purchase with Mr. D, and Mr. D directly called me to go down and see the land in S commune. However, S commune was too far, so we returned to T town and agreed to buy 02 plots 4011, 4012 with Mr. D. When negotiating the land purchase with Mr. D, Ms. M was present; Ms. M stated the value was 1,500,000,000 VND/plot and Ms. M called Ms. K so that Ms. K could speak to me to request a 1 billion deposit advance to withdraw the certificates from Bank C, G transaction office. On April 17, 2022, I called Ms. K to complain about the high land purchase price and stated that since April 16, 2022, fell on a Saturday, it should be moved to April 19, 2022”. In the first-instance and appellate trials, Ms. Tuyet N admitted that she and Mr. D are relatives, the deposit contract was drafted by her and then given to Mr. D to sign, and the deposit amount was directly transferred by her to Mr. D.
[12] Thus, there are grounds to determine that during the transaction process between Ms. Tuyet N and Mr. D, Ms. Hoang K, and Ms. Hoang M, there was agreement and consensus regarding the deposit amount, the transfer price, and the deadline for entering into the transfer contract; simultaneously, Ms. Tuyet N was aware that the 02 land plots above were under the use rights of Mr. D’s children, Ms. Hoang K and Ms. Hoang M, and were being mortgaged at Bank C, and she agreed for Mr. D to sign the deposit contract on behalf of Ms. Hoang K and Ms. Hoang M. Therefore, Ms. Tuyet N’s claim that Mr. D lacked legal capacity as a subject to sign the deposit contract is groundless.
[13] Pursuant to the provisions of Article 117 of the Civil Code, the deposit contract dated April 6, 2022, fully satisfied the conditions for the validity of a civil transaction; therefore, this contract is determined to be legal and effective, binding the parties to perform. Ms. Tuyet N’s refusal to enter into the land use right transfer contract with Ms. Hoang K and Ms. Hoang M on the grounds that the transfer price was too high constitutes a breach of the deposit agreement, the fault lies entirely with Ms. Tuyet N; thus, Ms. Tuyet N must forfeit the deposit according to the provisions in Clause 2 Article 328 of the Civil Code.
[14] The Court of first instance and the Court of appeal held that at the time of signing the deposit contract, all parties were aware that plots 4011 and 4012 were mortgaged at the bank, but still proceeded to sign the contract, making the deposit contract dated April 6, 2022, void due to the fault of both parties; from there, ruling to compel Mr. D to return the 1,000,000,000 VND deposit to Ms. Tuyet N does not correctly reflect the documents and evidence in the case file. This is because, according to the agreement and consensus of the parties, by April 19, 2022, the parties were to perform the signing and notarization of the land use right transfer contract. Thus, only if by April 19, 2022, the land use right transfer contract could not be signed and notarized because the mortgaged assets at the bank had not been released would the recipient of the deposit be determined to be at fault. On the other hand, a deposit contract is an independent contract; the fact that the parties agree on a deposit to secure the obligation to enter into a land use right transfer contract while the property is mortgaged at a bank does not affect the validity of the deposit contract.”.
