Case Study_g5 English

8/10/2019 Case Study_g5 English

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FactsFollowing the first Business Registration Certificate on 10/0

Mr. Truong, Mrs. Thu, Mrs. Lien, Mrs. Lan and Mrs. Loan c

capital to establish Aesthetic XT joint stock company -of business such as purchasing cosmetics, medical eqbeauty instruments; general health; vocational training

List of founding shareholders:

Mrs. Thu: 5000 shares

Mr. Truong: 2000 sharesMrs. Lan: 1000 shares

Mrs. Lien: 1000 shares

Mrs. Loan: 1000 shares

Mr. Truong is the director and the legal representatcompany.


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Facts

Article 6 of the their contract dated 21.4.2006 stated:

If Mr. Truong discontinue the contract beforecontract period ending, all equipment invested wowned by Ms. Thu, included 50,000 USD cash.

If Ms. Thu discontinue the contract before the coperiod ending, all equipment invested will be ownMr. Truong, included 50,000 USD cash.


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Facts The company operated for more than 02 months, Mr. Tr

has performed cosmetic surgery services twice, whileMr. Truong and Ms. Thu know Company XT unregisbusiness of cosmetic surgery, and Mr. Truong do not the practicing certificate of cosmetic surgery as prescby law.

When customers have a complaint about the quality osurgery performed, Mr. Truong admitted he haveprofessional qualifications in this field and suggest hirprofessional doctor certificate to continue operaHowever, Ms. Thu unaccepted it because it is unbusiness acts.


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FACTS

12.07.2006, the shareholders agreed to close business, but Mr. Truong and Ms. Thu did not signrecord. Then Ms. Thu closed corporate headquabreach the contract with Mr. Truong before the conending time, hold Business Registration Certificate Seal of company and locks door to prevent emploto work.


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Issue of facts

Mr. Truong says Ms. Thu has violated Article 6

cooperation contract signed on 4/21/2006, so Ms. Tto compensate 800,000,000 VND equivalent to $ 50,returned by cash is 404,788,960 VND (Here is the entiof company equipment during operation)

Ms. Thu said that Mr. Truong lied about his eligipractice cosmetic surgery when both parties scontract, as before, Mr. Truong calls himself as aqualified cosmetic surgeon, has many customers, sodid not accept compensation.


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Issue of facts

Who pay money to who


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Law

Article 131, Civil Code: Civil transactions is void due tomistake

When one party has unintentionally mistakes about thecontent of their transaction, but transaction is stillestablished, the party misled may request the other

party to change the contents of that transactions, if theother party does not accept, the mistaken party mayrequest the Court declared voidable transactions.


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Law

Article 137,Civil code, the legal consequences of transaction is void:

1. Civil transactions is void does not arise, change, termrights and civil obligations of the parties from the timestablishment.

2. When a civil transaction is void, all parties recover intoriginal state, return to each other parties what they received, if not repaid in objects must be repaid in unless the asset transactions, yields and profitsconfiscated under the provisions of law. The party atshall compensate damage


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Law

Decree 1, Article 9,Law on Enterprise: Obligations of bu

organizations: Business activities in accordance with the subject indica

the certificate of business registration; ensure buconditions prescribed by law for the business sector, buconditions

Decree 6, Article 11, Law on Enterprises: The prohibited

Business activities in conditional businesses without adebusiness conditions as prescribed by law


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Application

The nature of this dispute is a dispute between

shareholders of the joint-stock company in the fiecapital contribution, establishment, operation and disthe company. Cooperation agreement is a cacontribution agreement before business registration.

Mr. Truong practice without a degree or professcertificate appropriate to the Ms Thu said she was decebecause in Article 3 of the contract shall specify Trprofessional responsibility for the surgery.


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Application

Cooperation agreement was wholly void because of m

right from the time of establishment of Mr Truong becawas deliberately make mistakes on Ms Thu perceptionscontent.

Because civil transaction is void, not arise the rights a

obligations of the parties from the time of establistherefore, the parties to restore the original state, reeach other what they have received, if can not be retuobjects must be repaid in cash.


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Decision

1. Declaration contractual partnership agreement wvoid.

2. Recommendations for Planning and investing DepartmCity to handle law violations of Investment Joint Stock Cosmetic of failing to declare honestly, inaccuratebusiness registration records.

3. Do not accept Mr Truong request to Ms Thu regardingdamages for breach of the cooperation contract is $ 5the parties to restore the original conditions, return to ewhat they have received.


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THE END!

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