RESOLUTION NO. 03/2026/NQ-HDTP: NEW HIGHLIGHTS IN THE RESOLUTION OF DEPOSIT DISPUTES

On August 18, 2026, the Justices Council of the Supreme People’s Court adopted Resolution No. 03/2026/NQ-HDTP guiding the application of certain legal provisions in the resolution of deposit disputes. Taking effect on October 15, 2026, the Resolution focuses on clarifying issues frequently arising in adjudication practice, ranging from the form and validity of deposit agreements to the handling of breaches, determination of interest, the statute of limitations for initiating legal action, and the jurisdiction over dispute resolution.

Previously, Resolution No. 01/2003/NQ-HDTP dated April 16, 2003, provided guidance on the resolution of disputes over civil contracts involving deposits under the application of the 1995 Civil Code. After more than two decades, along with changes in civil legislation, Resolution No. 03/2026/NQ-HDTP provides more specific guidelines based on the 2015 Civil Code and the 2015 Civil Procedure Code.

1. Notable points of Resolution No. 03/2026/NQ-HDTP

1.1. The form of the deposit agreement is determined in accordance with the 2015 Civil Code

Article 2 of Resolution No. 03/2026/NQ-HDTP provides more specific provisions on the form of deposits; unlike Resolution No. 01/2003/NQ-HDTP, the form of deposit agreements is now uniformly governed by Article 119 of the Civil Code. Whereas previously, a deposit agreement had to be made in writing, established as a separate contract, or explicitly recorded within the principal contract, currently, the agreement can also be expressed verbally, through specific acts, via electronic means (in the form of data messages) in accordance with the law on electronic transactions, or shall comply with the provisions of specialized laws in cases where such laws have specific regulations.

1.2. Validity of the deposit agreement in the event the intended contract is not concluded or is invalid

Article 3 of Resolution No. 03/2026/NQ-HDTP clarifies the cases for determining the validity of deposit agreements. Unlike the previous Resolution No. 01/2003/NQ-HDTP, which only addressed the scenario where an invalid deposit rendered the principal contract invalid by agreement, without clearly resolving the independent validity of the deposit, Resolution No. 03/2026/NQ-HDTP affirms that the deposit agreement maintains independent validity when fully satisfying the conditions prescribed in Article 117 of the 2015 Civil Code. Notably, whereas previously, ambiguous agreements could easily lead to disputes seeking nullification, currently, in cases where a deposit agreement has unclear contents resulting in the secured contract failing to be concluded or performed, the deposit agreement remains valid provided it meets statutory conditions.

Example: The parties enter into a deposit agreement to secure the conclusion of a land use right transfer contract, but the dimensions and transfer price of the land use right are unclear, leading one of the parties to refuse to conclude the contract and request the Court to declare the deposit contract void. In this case, the deposit contract is valid if it fully satisfies the conditions prescribed in Article 117 of the Civil Code.

Similarly, in cases where, at the time of the deposit, the principal contract would be invalid if concluded, the deposit agreement remains valid if it satisfies Article 117 of the 2015 Civil Code. This provision helps clarify that the validity of a deposit agreement does not automatically depend on the validity of the prospective contract intended to be concluded.

Example: The parties enter into a deposit agreement to secure the conclusion of a land use right transfer contract for a parcel of land not yet registered in the name of the deposit receiver, stipulating a specific timeframe for the deposit receiver to be issued a Certificate of land use rights in order to transfer it to the depositor. Upon expiration of the agreed timeframe, the deposit receiver is not issued the Certificate of land use rights and therefore requests the Court to declare the deposit contract void on the grounds that the land use right transfer contract would be invalid if concluded. In this case, the deposit contract is valid if it fully satisfies the conditions prescribed in Article 117 of the Civil Code.

1.3. Supplementing provisions on the opposability of deposit agreements against third parties

Article 4 of Resolution No. 03/2026/NQ-HDTP has added provisions on the opposability of deposits against third parties to protect the deposit receiver when the depositor dissipates the assets. The new regulation officially recognizes the right of pursuit of the property. Accordingly, once a deposit agreement has established opposability against a third party, the deposit receiver’s right of pursuit over the deposited property remains unchanged and does not terminate in cases where the deposited property is transferred to another person through sale, gift, exchange, transfer, or other forms of ownership transfer; or where the deposited property is possessed, used, or benefited from without a legal basis, unless otherwise prescribed by law. Simultaneously, it clearly stipulates that the order of payment priority shall be applied in accordance with Article 308 of the Civil Code in cases where an asset must secure multiple obligations: the party that establishes opposability first shall be given priority in payment.

Example: A deposits a classic car valued at VND 03 billion to B in order to receive the transfer of land use rights valued at VND 02 billion from B. A and B agree that if A breaches the deposit contract, A shall be subject to a deposit penalty of VND 01 billion payable to B, and B must return the car to A. Subsequently, B agrees to allow A to mortgage the car to a Bank for a loan of VND 01 billion (the Bank holds the vehicle registration certificate and has been notified that the car is a deposited asset), and the mortgage has been registered in accordance with the law. In this case, the opposability of the deposit against third parties arises from the moment B receives the car. When a dispute occurs, B is given priority in payment for the VND 01 billion deposit penalty upon the realization of the car in accordance with Point a, Clause 1, Article 308 of the Civil Code.

1.4. More specific provisions on assets used for deposits

Article 5 of Resolution No. 03/2026/NQ-HDTP provides for deposited assets in accordance with Article 328 of the 2015 Civil Code. Accordingly, deposited assets may be money, precious metals, gemstones, or other valuable items, including shares, bonds, and digital assets. Deposited assets must not fall under cases of transaction prohibitions or restrictions as prescribed by law; they must be capable of being delivered to the deposit receiver for holding and must be quantifiable in monetary terms at the time of the deposit, unless otherwise prescribed by law. In addition, the value of the deposited asset may be greater than, equal to, or less than the value of the secured obligation. For assets under consolidated joint ownership, the deposit must obtain the consent of all joint owners, unless otherwise prescribed by law or agreed upon by the parties; for assets under fractional joint ownership, the depositor is only permitted to deposit the portion of the asset under their ownership. In the event the parties fail to agree on the value of the deposited asset, the Court shall determine its value at the time of the first-instance trial.

1.5. Handling of breaches and limits on deposit penalties

Article 6 of Resolution No. 03/2026/NQ-HDTP details and resolves many obstacles in handling breaches of deposit agreements compared to Resolution No. 01/2003/NQ-HDTP. Specifically, if the parties do not have an agreement on a deposit penalty, when the deposit receiver breaches, in addition to returning the deposited property to the depositor, they must pay an additional amount equivalent to the value of the deposited property; conversely, if the depositor refuses to conclude or perform the contract, the deposited property belongs to the deposit receiver. Particularly, to ensure fairness, in cases where the parties agree on a deposit penalty amount that exceeds the value of the secured contract, the Court shall have the right to intervene to limit the penalty to not exceed the value of the contract at the time of the first-instance trial.

In addition, the handling of breaches is also based on the fault factor and the purpose of the deposit. The party whose fault causes the contract to fail to be concluded, performed, or rendered invalid shall be subject to the deposit penalty, except in cases where both parties are at fault or where force majeure events or objective obstacles arise, in which case no deposit penalty shall apply.

Example: A and B enter into a deposit agreement to secure the conclusion of a residential house sale and purchase contract. The deposit agreement stipulates that within 03 months from the signing date, B (the deposit receiver) must complete the procedures to be issued a Certificate of house ownership and residential land use rights; failure to do so will result in a deposit penalty. Upon the expiration of the 03-month period, B has not been issued the Certificate due to reasons attributable to the competent state agency, even though B submitted the application dossier in accordance with the law. In this case, it must be determined that B’s inability to fulfill the commitment is due to an objective obstacle and B is not subject to a deposit penalty.

For cases where the deposit is solely to secure the conclusion of a contract, if a breach occurs after the contract has been concluded, making the contract unperformable or rendering it invalid, no deposit penalty shall be applied; such cases will be resolved under the provisions of law. The Court only considers and accepts claims for interest calculation on the deposit amount and does not accept claims for interest calculation based on the deposit penalty amount, unless otherwise agreed by the parties or prescribed by law. The Resolution also clearly stipulates the simultaneous application of penalties. The Court will consider and accept allowing the breached party to claim both the deposit penalty and compensation for damages; however, if the parties agree to apply both a deposit penalty and a penalty for breach of contract, the Court will only consider and accept the claim for the deposit penalty and reject the claim for the contractual breach penalty to avoid the overlapping application of two penalty remedies simultaneously.

1.6. Supplementing the jurisdiction over the resolution of deposit contract disputes in certain specific cases

Article 7 of Resolution No. 03/2026/NQ-HDTP distinguishes the jurisdiction over the resolution of deposit contract disputes based on the nature of the lawsuit petition. For dispute cases over deposit contracts aimed at securing the conclusion or performance of contracts whose objects are real estate, if the places of residence and work of the plaintiff, the defendant, and the location of the real estate are different, the territorial jurisdiction shall be determined in accordance with Points a and b, Clause 1, Article 39 of the Civil Procedure Code.

For notarized deposit contracts, if the parties only request to declare the notarized document void because the notarization violates the law on notarization, the competent Court is the Court where the notarization practice organization that performed the notarization is headquartered. If the parties simultaneously dispute the deposit contract and request to declare the notarized document void, the jurisdiction shall be determined in accordance with Points a and b, Clause 1, Article 39 of the Civil Procedure Code.

Example: On November 11, 2026, Mr. A, Mrs. B, and Mr. D together went to Notary Office No. 3 headquartered in Commune X, Province Y, to notarize a deposit contract securing the conclusion and performance of a land use right transfer contract among Mr. A, Mrs. B, and Mr. D. On November 28, 2026, Ms. C (the daughter and legal representative of Mr. A and Mrs. B) and Mr. D jointly filed a petition requesting to declare the notarized document of the deposit contract void on the grounds that Mr. A suffered from cerebral infarction and senile psychosis, and was thus no longer lucid and of sound mind. In this case, the competent Court to resolve the request to declare the notarized document void is the People’s Court of Region 1 – Y, which has territorial jurisdiction corresponding to the geographical boundaries of Commune X.

1.7. Distinguishing the statute of limitations for initiating legal action based on the type of claim

Article 8 of Resolution No. 03/2026/NQ-HDTP prescribes the statute of limitations for initiating legal action based on each type of claim arising from deposit transactions. Accordingly, the statute of limitations for claims for deposit penalties, claims for compensation for damages due to breach of obligations, or other claims regarding deposit contracts is determined in accordance with Article 429 of the 2015 Civil Code and relevant laws; for requests to declare a deposit transaction void, the statute of limitations is determined in accordance with Article 132 of the 2015 Civil Code. Notably, the Court does not apply a statute of limitations for initiating legal action to claims for the recovery of deposited property in accordance with Clause 2, Article 155 of the 2015 Civil Code.

2. Conclusion

Resolution No. 03/2026/NQ-HDTP is a notable document for civil transactions, particularly in the fields of residential house sales and land use right transfers. The guidelines on the form and validity of deposit agreements, deposited assets, handling of breaches, interest, compensation for damages, the statute of limitations, and dispute resolution jurisdiction contribute to clarifying the legal basis for the parties to protect their lawful rights and interests.

Compared to the guidance in Resolution No. 01/2003/NQ-HDTP, the new Resolution demonstrates a more specific approach in accordance with the 2015 Civil Code and the 2015 Civil Procedure Code. Proactively updating and reviewing deposit contracts will help individuals and organizations mitigate legal risks right from the stage of establishing the transaction.

Disclaimer: All information in this article is provided solely for informational purposes and legal analysis, and does not constitute formal legal advice for any specific case. The content may be updated subject to changes in legal normative documents and professional guidelines from time to time.”