2.

Issues on the application of legal sources to adjust share purchase

and sale contracts.
According to the judgment, in the opinion dated 07/11/2022, R Joint
Stock Company represented by Ms. Ngo Thi Thu presented: "The
arbitral award No. 090 is contrary to the principles of freedom,
voluntary commitment and agreement specified in Clause 2, Article
3 of the Civil Code 2015", The reason given by Ms. Thu is that
According to the provisions of Article 23.1 of the Share Purchase and
Sale Contract, the parties have an agreement in the process of
performing and settling disputes, the law governing the contract is
the law of Vietnam and in paragraph 4.2 of the Arbitral Award No.
090, The arbitral tribunal also determined that the applicable law is
Vietnamese law. However, in the process of settling the dispute in
Dispute No. ARB363/2020 at SIAC, the Arbitral Tribunal did not
consider the applicable law which is the law of Vietnam, specifically
the Commercial Law 2005, which is reflected in Paragraphs 8.5 – 8.7
and Paragraphs 9.10 – 9.13 of the Arbitral Award No. 090. The
representative of R Joint Stock Company said that if Vietnamese law,
specifically the Commercial Law 2005, is applied, the plaintiff's
lawsuit claims are groundless, and this is contrary to the basic
principle of freedom of contract.
In addition, the court of first instance also held that the arbitral
award No. 090 was also contrary to the Principles of Freedom of
Contract when it did not apply the commercial law of Vietnam for
the reasons mentioned above, accompanied by the unlawful
application of the Singapore Arbitration Law on arising interest
awards. thereby concluding that the SIAC Arbitration Council's
award 090 did not respect and apply the choice of governing law of
the Parties under the purchase and sale contract, specifically the law
of Vietnam.
Evaluation of the reasonableness of the opinion of the
representative of company R:
In fact, the SIAC arbitral tribunal has correctly applied Vietnamese
law in determining the lawsuit request of company S against
company R although in some appropriate cases, based on the
provisions of the purchase and sale contract without enclosing the
provisions of Vietnamese law.
Although the parties choose Vietnamese law to interpret the
contract, the SIAC's arbitration rules apply during the dispute
resolution process. This creates a clear demarcation between the
clauses governing contractual rights and obligations (Vietnamese
law) and the dispute resolution process (SIAC rules). Since the
parties have agreed to select the SIAC arbitral tribunal to settle such
disputes, the arbitration proceedings will be conducted in
accordance with the Singapore International Arbitration Center Rules
and not the provisions of the Civil Procedure Code of Vietnam to
resolve the dispute. This does not contradict the principle of law
because the arbitration rules are not intended to replace national
law but only provide a procedural process for the adjudication
process.

The SIAC Arbitral Tribunal may have applied international legal

principles or general arbitration rules when considering the
circumstances in dispute, although this does not mean ignoring
Vietnamese law. In arbitration practice, international rules and
standards are often applied additionally to ensure objectivity,
especially when national regulations may cause controversy in the
international context but still ensure that the award is made based
on the facts and provisions of the contract that the parties
have signed. In this case, Vietnamese law has been chosen to
interpret the contract, which means that SIAC must comply with and
review the contractual terms in accordance with the spirit of
Vietnamese law. The SIAC's arbitration rules only govern the
process, do not interfere with the basic obligations or benefits
agreed upon in the contract.

When a SIAC arbitral award is rendered and a request for recognition

is requested in a Vietnamese court, the court will consider whether
this award violates the basic principles of Vietnamese law. In this
case, the court recognized the SIAC's judgment because it
considered that it did not violate the basic principles of Vietnamese
law and did not conflict with the principle of freedom of contract of
the parties. This shows that the Vietnamese court assesses that the
SIAC's failure to fully apply the Commercial Law 2005 does not affect
the fairness of the award. The Court may have found that the
Arbitral Tribunal has adjudicated on the basis of appropriate
practices and rules in the international context.

The issue of application of law to the award of arising interest: As

mentioned above, when settling a dispute, we need to distinguish
and clearly define what is the "procedural issue" and "content issue"
of the dispute. For interest awards arising in many legal systems
and international arbitration rules, it is often considered a part of the
compensation benefit to compensate the injured party for not
receiving the payment on time. Interest arising after the issuance of
an arbitral award is generally considered as a matter related to
the enforcement process and the validity of the award rather
than a content issue belonging to the main contractual obligation. It
is for this reason that the award of accrued interest is considered a
"procedural matter", so the law applicable here is the law of the
place of arbitration which is the Singapore arbitration law, which is
important because the arbitration process in Singapore must follow
the rules and standards of the national legal system where the
arbitral institution is located operations, in order to ensure the
validity and enforceability of judgments in that country.