Khi nào hợp đồng mua bán đất bị vô hiệu? (Luật sư Lê Bình Phương phân tích)When Is a Land Sale Contract Invalid? (Analysis by Lawyer Lê Bình Phương)

Reference translation for convenience. The Vietnamese version is the authoritative text.

Overview

Buying and selling land is a high-value transaction, but not every contract is recognised by law. Some contracts — though already signed, already paid for, even with the land already handed over — are still declared invalid by the court years later.

Invalidity does not only mean “the contract has no value.” The practical consequence is that the two parties must return to each other what they received: the buyer loses the land, the seller must give the money back — and if any loss arises, the party at fault must pay additional compensation.

Understanding the cases of invalidity correctly helps a buyer avoid risk before even signing the contract, and helps someone who has already signed know what options remain to protect their interests.

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Relevant Legal Provisions

Article 117 of the Civil Code 2015 (No. 91/2015/QH13) sets out three conditions for a civil transaction to be effective:

“(1) The parties have civil legal capacity and civil act capacity appropriate to the civil transaction established; (2) The parties to the civil transaction participate entirely voluntarily; (3) The purpose and content of the civil transaction do not violate the prohibitions of the law and are not contrary to social morality.”

Clause 2 of Article 117 adds: “The form of a civil transaction is a condition for the transaction’s effectiveness in cases where the law so provides.”

For a contract transferring land use rights (LUR), point a, clause 3, Article 27 of the Land Law 2025 (No. 31/2024/QH15, in force from 1 August 2024) clearly provides:

“A contract for the transfer, gift, mortgage, or capital contribution of land use rights, or of land use rights together with assets attached to the land, must be notarised or certified.”

In addition, clause 1, Article 45 of the Land Law 2025 lays down 5 conditions for land use rights to be put into a transfer transaction: having a Certificate (sổ đỏ/sổ hồng — red book/pink book), no dispute, not being distrained to secure judgment enforcement, being within the land-use term, and not being subject to a provisional emergency measure.

The specific cases of invalidity are set out in Articles 122–127 of the Civil Code 2015, of which the most important for land transactions are: invalidity for violating a prohibition (Article 123), sham transactions (Article 124), transactions by a person without act capacity (Article 122), mistake or deception (Articles 126, 127), and invalidity for failure to comply with form (Article 129).

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Analysis and Application

1. Lack of notarisation — the most common case

A handwritten land sale contract, not put through a notary office or certified by the commune-level People’s Committee, breaches clause 3, Article 27 of the Land Law 2025 and Article 502 of the Civil Code 2015 — leading to invalidity under Article 129 of the Civil Code.

However, Article 129 has an important exception: if one party or the parties have performed at least two-thirds of the obligations in the transaction, the court may recognise the effectiveness of that transaction at the request of a party. In judicial practice, this means: if the buyer has paid all or most of the money, the seller has handed over the land, and the buyer is managing and using it stably — the court has a legal basis to recognise the contract despite the lack of notarisation.

2. Land not eligible for transfer

If one of the five conditions in Article 45 of the Land Law 2025 is not met, the contract violates a prohibition of the law — and is absolutely invalid under Article 123 of the Civil Code 2015. This is a type of invalidity that cannot be “cured” by Article 129.

Common situations: land without a certificate, or a certificate pledged at a bank; land under dispute or distrained for judgment enforcement; land within a recovery plan that the seller has concealed; or a contract signed while the People’s Court has already applied a provisional emergency measure freezing the property.

3. One party lacking capacity or deceived

A contract signed by a person who has lost civil act capacity, or a person with difficulties in cognition and behaviour control, without the consent of a guardian — is invalid under Article 122 of the Civil Code. A contract entered into through deception, threat, or coercion — is invalid under Article 127 of the Civil Code, with a limitation period of 2 years from the day the person knew or should have known (Article 132 of the Civil Code).

4. Sham contracts — nominee arrangements

Where one person has another stand as the named party on a land use right transfer contract to conceal the real transaction or circumvent the rules — the contract is invalid under Article 124 of the Civil Code (sham transaction). Precedent No. 02/2016/AL of the Council of Justices of the Supreme People’s Court established the principle: where an overseas Vietnamese has a person inside the country stand as the named transferee of land use rights on their behalf, the contract is invalid — but the court must take into account the nominee’s contribution and their effort in managing and using the land when resolving the consequences.

Related Articles

• Is a handwritten land sale agreement legally valid under current law?
• Risks of buying land with a handwritten agreement and how to handle them legally
• How are disputes over land without a certificate resolved under the Land Law 2024?
• Common types of land disputes and how to resolve them under the Land Law 2025