Group 5

1.

NG TH LIN

2.

PHM TH THY NHUNG

3.

TRN VN HIU

4.

NGUYN TRNG VINH

5.

SATOSHI ABE

Facts
Following the first Business Registration Certificate on 10/05/2006:

Mr. Truong, Mrs. Thu, Mrs. Lien, Mrs. Lan and Mrs. Loan contribute
capital to establish Aesthetic XT joint stock company - with lines
of business such as purchasing cosmetics, medical equipment,
beauty instruments; general health; vocational training.

List of founding shareholders:

Mrs.
Mr.

Thu: 5000 shares

Truong: 2000 shares

Mrs.

Lan: 1000 shares

Mrs.

Lien: 1000 shares

Mrs.

Loan: 1000 shares

Mr. Truong is the director and the legal representative of the

company.

Facts

Previously, on 04/21/2006, Mr. Truong and Ms. Thu have signed

a contract to established Aesthetic XT joint stock company
that is business of cosmetic surgery.

Ms. Thus equity participation is represented by the house at

number 1, Nguyen Trai Street, Hue City; Mr. Truong equity
participation is cash to repair premises, equipment investment,
establishing investment to the company; other members do
not contribute the capital (no right to own company property
and do not have profit sharing).

The profit after deducting operating expenses are divided

equally 50% for Ms. Thu and Mr. Truong. Mr. Truong committed
he has qualified certificate to practice cosmetic surgery.

Facts
Article 6 of the their contract dated 21.4.2006 stated:

If Mr. Truong discontinue the contract before the

contract period ending, all equipment invested will be
owned by Ms. Thu, included 50,000 USD cash.

If Ms. Thu discontinue the contract before the contract

period ending, all equipment invested will be owned by
Mr. Truong, included 50,000 USD cash.

Facts

The company operated for more than 02 months, Mr. Truong

has performed cosmetic surgery services twice, while both
Mr. Truong and Ms. Thu know Company XT unregistered
business of cosmetic surgery, and Mr. Truong do not have
the practicing certificate of cosmetic surgery as prescribed
by law.

When customers have a complaint about the quality of the

surgery performed, Mr. Truong admitted he have not
professional qualifications in this field and suggest hiring a
professional doctor certificate to continue operations.
However, Ms. Thu unaccepted it because it is unlawful
business acts.

FACTS

12.07.2006, the shareholders agreed to close their

business, but Mr. Truong and Ms. Thu did not sign this
record. Then Ms. Thu closed corporate headquarters,
breach the contract with Mr. Truong before the contract
ending time, hold Business Registration Certificate and
Seal of company and locks door to prevent employees
to work.

Issue of facts

Mr. Truong says Ms. Thu has violated Article 6 of the

cooperation contract signed on 4/21/2006, so Ms. Thu have
to compensate 800,000,000 VND equivalent to $ 50,000 and
returned by cash is 404,788,960 VND (Here is the entire value
of company equipment during operation)

Ms. Thu said that Mr. Truong lied about his eligibility to
practice cosmetic surgery when both parties sign the
contract, as before, Mr. Truong calls himself as a highly
qualified cosmetic surgeon, has many customers, so Ms. Thu
did not accept compensation.

Issue of facts

Who pay money to who?

Law
Article 131, Civil Code: Civil transactions is void due to
mistake

When one party has unintentionally mistakes about the

content of their transaction, but transaction is still
established, the party misled may request the other
party to change the contents of that transactions, if the
other party does not accept, the mistaken party may
request the Court declared voidable transactions.

Law
Article 137,Civil code, the legal consequences of civil
transaction is void:

1. Civil transactions is void does not arise, change, terminate

rights and civil obligations of the parties from the time of
establishment.

2. When a civil transaction is void, all parties recover into the

original state, return to each other parties what they have
received, if not repaid in objects must be repaid in cash,
unless the asset transactions, yields and profits are
confiscated under the provisions of law. The party at fault
shall compensate damage

Law
Decree 1, Article 9,Law on Enterprise: Obligations of business
organizations:

Business activities in accordance with the subject indicated in

the certificate of business registration; ensure business
conditions prescribed by law for the business sector, business
conditions

Decree 6, Article 11, Law on Enterprises: The prohibited acts:

Business activities in conditional businesses without adequate

business conditions as prescribed by law

Application

The nature of this dispute is a dispute between the

shareholders of the joint-stock company in the field of
capital contribution, establishment, operation and dissolve
the company. Cooperation agreement is a capital
contribution agreement before business registration.

Mr. Truong practice without a degree or professional

certificate appropriate to the Ms Thu said she was deceived,
because in Article 3 of the contract shall specify Truong
professional responsibility for the surgery.

Application

Cooperation agreement was wholly void because of mistake

right from the time of establishment of Mr Truong because he
was deliberately make mistakes on Ms Thu perceptions about
content.

Because civil transaction is void, not arise the rights and civil
obligations of the parties from the time of establishment,
therefore, the parties to restore the original state, return to
each other what they have received, if can not be returned in
objects must be repaid in cash.

Application

The business didnt registered that violated law under Decree

9 Article 11 of the Enterprise Law-2005.

At the same time, the business activity in cosmetic surgery, a

conditional business, the Company did not meet but still
intentional operate. This is prohibited acts violated the
Enterprise Law 6 -1999 and article 11 of the 2005 Enterprise
Law.

Decision

1. Declaration contractual partnership agreement was wholly

void.

2. Recommendations for Planning and investing Department HCM

City to handle law violations of Investment Joint Stock Company
Cosmetic of failing to declare honestly, inaccurate content
business registration records.

3. Do not accept Mr Truong request to Ms Thu regarding claims to

damages for breach of the cooperation contract is $ 50,000 and
the parties to restore the original conditions, return to each other
what they have received.

THE END!