Liability of Representatives in Civil Law: A Comparative Analysis of Vietnam and Germany

Abstract

The paper conducted a comparative analysis of the civil liability of representative persons under the provisions of the 2015 Vietnam Civil Codeand the 2002 German Civil Code. Both legal systems emphasized the importance of representatives acting within their authority, but they differed in the specifics of how authority was defined, the types of liability applied, and the provisions related to ratification. The study adopted a comparative legal research methodology proposed by Bhat (2020), analyzing the relevant provisions of both Codes, supported by case law and legal literature, to identify key similarities and differences. The results demonstrate that while both systems are based on the same fundamental principles, such as the requirement for representatives to act in good faith and within the scope of their authority, the German system provides more clarity and structure, particularly in defining authority and distinguishing between fault-based and strict liability. In contrast, Vietnam's legal framework, though modernized, lacks specificity in defining representative authority and faces challenges due to limited case law. The paper concludes by offering recommendations for Vietnam to improve its legal framework by clarifying the scope of authority, incorporating elements of strict liability, and expanding case law while suggesting that Germany consider flexibility in its liability framework to encourage more proactive decision-making in corporate contexts.