Using Smart Technology to Identify Hidden Risks in Commercial Contracts

Commercial contracts remain the architecture of Vietnam’s business ecosystem. From manufacturing partnerships to software licensing, each agreement reflects a balance of trust and legal precision. Yet behind the formal language and careful drafting often lie risks that are not immediately visible — an undefined payment condition, a missing indemnity clause, an outdated reference to a decree that has since been repealed. These are not always errors of negligence, but symptoms of a system overwhelmed by complexity and speed. As Vietnam’s economy grows, the legal environment that supports it becomes increasingly intricate — and this is where artificial intelligence, particularly platforms like Minh Luật, is beginning to make a meaningful difference.

Under the Bộ luật Dân sự 2015 (Civil Code 2015) and the Luật Thương mại 2005 (Commercial Law 2005), every contract must meet the basic conditions of validity: lawful purpose, consent, capacity, and conformity with legal form as set out in Articles 117 to 122. Yet even when these formalities are satisfied, risks can remain hidden in the finer details. A delivery clause might fail to specify the transfer of risk required under Article 50 of the Commercial Law. A limitation-of-liability clause may contradict Article 351 of the Civil Code, which imposes liability for non-performance unless explicitly waived. Traditionally, discovering such weaknesses required human diligence and long hours of review. Now, Minh Luật enhances that process through AI models trained on millions of Vietnamese legal documents, statutes, and judgments.

When a lawyer uploads a draft supply or service contract to Minh Luật’s review environment, the system instantly analyzes its structure and language. It highlights potential non-compliance — for example, detecting when a damages clause omits reference to Điều 302 Luật Thương mại 2005, or when governing law is left ambiguous in violation of the clarity required by Article 403 of the Civil Code. The AI can cross-check whether contractual obligations reflect the mandatory liability principles of Article 351, alerting the user if the clause wording attempts to exclude core duties that Vietnamese law does not permit to be waived. In cross-border agreements, Minh Luật’s bilingual model compares Vietnamese and English versions of the same document to ensure parity, surfacing mismatched definitions that could later complicate enforcement.

Beyond language analysis, Minh Luật connects directly with Vietnam’s enterprise registration and legal database systems. When reviewing a contract signed on behalf of a company, the platform verifies the authority of the signatory under Articles 12 and 162 of the Luật Doanh nghiệp 2020 (Law on Enterprises 2020). If the individual lacks legal representation rights or the power of attorney is expired, the AI flags the issue as a risk of invalidity under Article 117 of the Civil Code. This automatic verification, once the domain of meticulous paralegals, now takes seconds — a crucial advantage in due-diligence reviews or high-volume corporate transactions.

Minh Luật’s database is also synchronized with current Vietnamese regulations, allowing it to detect outdated legal references that frequently appear in older contract templates. When a construction or outsourcing contract still cites Nghị định 37/2015/NĐ-CP, the system recommends updating to the relevant provisions of Nghị định 50/2021/NĐ-CP or other superseding instruments. This simple function eliminates one of the most common causes of contractual ambiguity — reliance on expired law. In industries like banking, fintech, or data services, Minh Luật automatically reviews confidentiality and data-processing clauses against the Luật An ninh mạng 2018 (Law on Cybersecurity 2018) and its Nghị định 53/2022/NĐ-CP, warning if a clause allows cross-border data transfer without the mandatory safeguards required under current regulations.

The platform’s analytical capacity also extends to financial and operational risk. Under Article 290 of the Civil Code, an obligation must have a clearly defined object and method of performance. Minh Luật scans payment provisions to identify undefined currencies, unclear due dates, or missing notice requirements that could render obligations uncertain. For contracts involving foreign investors, it cross-references with the Luật Đầu tư 2020 (Law on Investment 2020) and Luật Ngoại hối 2005 (Law on Foreign Exchange 2005), ensuring that payment mechanisms and repatriation clauses comply with Vietnamese currency control regulations. In the event of disputes, the AI highlights whether the arbitration clause properly designates the Trung tâm Trọng tài Quốc tế Việt Nam (VIAC) in compliance with the Luật Trọng tài Thương mại 2010 (Law on Commercial Arbitration 2010), avoiding future jurisdictional conflicts.

For law firms and in-house counsel, these features translate into measurable gains. A mid-sized firm can upload a set of 300 supplier contracts and receive within minutes a report identifying which ones lack termination rights under Article 312 of the Commercial Law, which omit VAT references required by Luật Quản lý Thuế 2019, and which may expose the client to penalties for unilateral modification. In another case, a corporate legal team preparing for an acquisition used Minh Luật to assess target-company contracts; the system flagged multiple agreements executed without proper authority, saving weeks of manual review and revealing risks that could have altered the purchase valuation. These examples illustrate not automation for its own sake, but augmentation — AI performing the repetitive scan so human lawyers can focus on analysis and negotiation.

Still, no technology replaces the lawyer’s ethical and interpretive role. The Bộ luật Dân sự enshrines the principles of good faith and honesty (thiện chí, trung thực) in Article 6 — values that guide both contract formation and enforcement. Minh Luật operates within this philosophy: it does not “decide” a case or render judgment, but equips the legal professional with clarity and context. By illuminating risks early, it strengthens the human lawyer’s ability to advise clients ethically and effectively.

In a market where commercial volume grows faster than the capacity for traditional legal review, such systems represent not a luxury but a necessity. Vietnam’s integration into global trade regimes like CPTPP and EVFTA demands new levels of precision in drafting, disclosure, and compliance. With AI-enabled insight, firms can evolve from reactive dispute management to proactive risk prevention. Contracts cease to be static documents; they become dynamic instruments of compliance, updated in real time as the law itself evolves.

Artificial intelligence, as embodied by Minh Luật, is not changing the essence of Vietnamese contract law — it is changing how that law is practiced. By aligning algorithmic scrutiny with the principles of the Civil Code and the Commercial Law, Minh Luật helps ensure that every agreement signed in Vietnam is clearer, fairer, and more resilient. The hidden risks remain — but they are no longer invisible.