12/07/2026
Your contract says "jointly and severally liable." In Vietnam, that might not be enough.
Vietnam's foreign exchange controls mean money can only move through specific licensed accounts, in amounts tied to a State approval or SBV registration — and that doesn't bend for a liability clause. A Vietnamese co-obligor can be on the hook for the full amount and still be unable to pay it.
My latest piece on Lawetalk breaks down joint and several liability under English and Vietnamese law, and why FX control — not contract law — is often the real obstacle in cross-border M&A and financing deals. With diagrams, for lawyers and non-lawyers alike.
Read below. 👇
Introduction Joint and several liability is a legal doctrine found in both civil law and common law systems. Although the two traditions reach it by different doctrinal routes, the practical outcome is the same: a creditor owed a single obligation by two or more people can demand the whole amount fr...
