Hello, and welcome back to The Lawyers Talk, the podcast channel of BLawyers Vietnam. I am Huynh Kim Thanh. In episode 40, we explore Precedent No. 81/2025/AL and a practical question: Can a business still sue to recover a debt when the limitation period appears to have expired?
Before we begin, take a look at your company’s accounts receivable. Is there a debt that has remained outstanding for years? The business partner still promises to pay and may even have signed a debt acknowledgment, but the money has not arrived. When the company finally decides to sue, it discovers that the limitation period may have expired. In that situation, will the court still consider and resolve the debt recovery claim?
This is a situation BLawyers Vietnam often encounters in practice. To preserve a business relationship, many companies continue to wait, send payment reminders, or extend payment deadlines. By the time they decide to sue, the limitation period may have passed. If the debtor asks the court to apply the limitation period before the first-instance court issues its judgment or decision, the case may be at risk of being dismissed.
Does that mean the debt is lost for good? Precedent No. 81/2025/AL offers a noteworthy approach. The Council of Judges of the Supreme People’s Court adopted the precedent on 24 December 2025, it was published on 25 December 2025, and it took effect on 1 February 2026 (“Precedent 81”). Professor Dr. Do Van Dai, Vice Rector of Ho Chi Minh City University of Law, proposed the precedent based on Cassation Decision No. 13/2022/KDTM-GDT dated 12 December 2022 of the Council of Judges of the Supreme People’s Court.
In this episode, BLawyers Vietnam explains how Precedent 81 addresses the classification of a civil dispute involving the recovery of property. We also discuss what businesses should consider when pursuing an overdue debt after the limitation period may have expired. This episode is particularly relevant to business owners, accounting teams, in-house legal teams responsible for debt recovery, and companies with payment obligations.
The case unfolded as follows. In 2012, a Japanese company (the “Japanese Company”) entered into a service contract with a Vietnamese company (the “Vietnamese Company”). Under the contract, the Japanese Company sent technical experts to support production. A few months later, the parties agreed to terminate the contract. The Japanese Company issued six service invoices totaling more than JPY 26.3 million, equivalent to approximately VND 5.5 billion at the time the lawsuit was filed. The final payment deadline was 31 March 2013.
The Vietnamese Company did not dispute the invoices and repeatedly confirmed that it would fulfil its payment obligation. On 1 June 2013, approximately two months after the payment deadline, it issued a written letter confirming that it would pay the amount due. However, the Japanese Company still received no payment. It did not file its lawsuit until 26 November 2018, more than five years later, seeking both the principal and late-payment interest, totaling approximately VND 8.76 billion.
During the proceedings, the Vietnamese Company did not dispute the amount owed but asked the court to apply the limitation period. The first-instance court accepted that request and dismissed the case. On appeal, the High People’s Court upheld the dismissal. At the cassation stage, however, the Council of Judges set aside both decisions and remanded the case for a new first-instance trial. It found that the lower courts had mischaracterized the legal relationship in dispute and had therefore applied the limitation period incorrectly.
To make the discussion easy to follow, this episode has three parts: why the Council of Judges set aside the first-instance and appellate decisions; the conditions to consider when relying on Precedent 81; and practical recommendations to help businesses manage, document, and recover outstanding debts more effectively.
1. Reasoning at the cassation stage
The key issue was how to characterize the legal relationship in dispute. The first-instance and appellate courts treated the case as a “service contract dispute,” meaning a commercial dispute. Article 319 of the 2005 Commercial Law provides a two-year limitation period for this type of claim. Even if Article 429 of the 2015 Civil Code applied, the limitation period for a contract dispute would be three years. The Japanese Company filed its lawsuit in late 2018, more than five years after the final agreed payment deadline, so the claim was clearly outside both periods.
At the cassation stage, however, the Council of Judges took a different view. The parties had agreed to terminate the contract, and the Vietnamese Company had clearly acknowledged its obligation to pay the invoiced amounts and late-payment interest. There was therefore no remaining dispute over the contract itself. What remained was a sum of money that the debtor had acknowledged was due to the creditor. In paragraph 5 of the Court’s Findings in the 2022 Cassation Decision, the Council of Judges therefore characterized the Japanese Company’s claim as a civil dispute over the recovery of property, rather than a dispute arising from the service contract.
That characterization changed the limitation analysis. Clause 2, Article 155 of the 2015 Civil Code provides that a limitation period does not apply to a claim for the protection of ownership rights, unless another relevant law provides otherwise. In this case, the Council of Judges treated the claim for payment as a claim to recover property. The two lower courts were therefore incorrect to apply the limitation period and dismiss the case.
The key takeaway from Precedent 81 is this: In a case with similar facts, where the contract has ended, the parties no longer dispute its performance, and the debtor has confirmed the amount payable in writing, the payment claim may be characterized as a claim to recover property and may therefore fall outside the limitation period. The outcome will still depend on the evidence and the specific facts of each case.
It is also important to note that the 2022 Cassation Decision did not determine whether the Japanese Company’s claim should ultimately be accepted. Under Clause 3, Article 343 of the 2015 Civil Procedure Code, the Council of Judges only set aside the earlier decisions and remanded the case to the first-instance court for a new trial. In other words, the decision reopened the procedural door so that the merits could be heard again at first instance.
2. What should businesses consider when relying on Precedent 81?
Precedent 81 opens up an opportunity for creditors, but not every overdue receivable can rely on it. Drawing on our practice, BLawyers Vietnam would like to share four key points to keep in mind.
First, consider two groups of conditions. One is whether there is evidence that the contract has ended or that the parties no longer dispute its performance. The other is whether the debtor has acknowledged the payment obligation in writing. If the debtor still disputes the quality of the services, the quantity of goods, or the amount payable, the case may still be characterized as a contract dispute, in which case the limitation rules may still apply.
Second, a written debt acknowledgment can be critical. In Precedent 81, the Vietnamese Company’s letter dated 1 June 2013 carried significant weight. When preparing a claim, businesses should gather all documents showing that the debtor acknowledged the debt, including official letters, meeting minutes, debt reconciliation records, delivery confirmations, emails, and similar evidence.
Third, identify and explain the legal relationship correctly from the statement of claim onward. A business should not simply choose the label that best suits its position. It should explain why the facts and evidence support a “civil dispute over the recovery of property” rather than a “contract dispute.” This approach helps identify weaknesses, develop fallback arguments, and reduce the risk of having to pursue the case through several levels of review, as occurred in Precedent 81.
Fourth, anticipate the counterarguments. The debtor may argue that a payment obligation arising from a contract should not be treated as a claim to recover property. It may also challenge the debt acknowledgment because it is conditional, does not state a specific amount, or was signed by someone without proper authority. Businesses should also be prepared to address questions from the court and the procuracy about the nature of the debt, the validity of the evidence, and the correct characterization of the dispute.
Before filing a lawsuit, businesses should answer at least four questions. Is the written debt acknowledgment sufficiently clear? Did the signatory have proper authority? Is the acknowledgment subject to any conditions? If the court rejects the property-recovery characterization, what other legal basis or fallback strategy is available? Each case may also raise additional issues requiring separate assessment.
3. BLawyers Vietnam’s practical recommendations for businesses
Based on Precedent 81, BLawyers Vietnam would like to offer a few recommendations.
For creditors, when a contract is terminated or liquidated, prepare a written record stating the outstanding amount, the payment deadline, and the counterparty’s commitment to pay. After that, send debt reconciliation statements regularly and ask the debtor to confirm them. Even if Precedent 81 is unavailable, a debtor’s acknowledgment of part or all of the obligation may restart the limitation period under Article 157 of the 2015 Civil Code. This is an important additional safeguard, but it is not a substitute for monitoring deadlines and acting promptly.
We should emphasize, however, that Precedent 81 is not a reason to wait. The longer a business delays, the harder it may be to collect evidence. Employees who know the case may leave, and the debtor’s assets may no longer be available. In the Japanese Company’s case, four years passed between the filing of the lawsuit in 2018 and the cassation decision in 2022, and the case still had to return to the first-instance court for a new trial. Filing early, with an appropriate strategy, therefore, remains the safest approach to effective debt recovery.
In summary, Precedent 81 shows that a debt arising from a contract is not always resolved as a contract dispute. In cases when the contract has ended, the parties no longer dispute its performance, and the debtor has acknowledged the payment obligation in writing, the claim may be characterized as a claim to recover property. In that situation, the limitation period may not apply under Clause 2, Article 155 of the 2015 Civil Code. Businesses should nevertheless assess the evidence and the specific facts carefully before choosing a litigation strategy.
If your business has a long-outstanding receivable, review three sets of documents now: contract and termination records; debt reconciliation statements or written debt acknowledgments; and emails or official letters recording the debtor’s payment commitments. If you are unsure whether the limitation period has expired or whether Precedent 81 may apply, leave a comment or email BLawyers Vietnam to discuss a suitable approach.
For more information about BLawyers Vietnam, please visit our website linked below this episode of The Lawyers Talk.
Thank you, and see you next time.
The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.
Date: 23 October 2026
Thanh Huynh
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