Mediation and negotiation: settling disputes by agreement, commercial mediation under Decree 22/2017, the Vietnam Mediation Centre, court-annexed mediation and dialogue, making a settlement enforceable, the Singapore Convention, and labour and administrative mediation

Why most disputes end in a settlement

Most business disputes in Vietnam are settled, not decided. The reasons are practical: litigation is slow and public, arbitration is expensive, enforcement against a reluctant debtor is uncertain, and in a market where relationships with partners, suppliers and provincial authorities matter, a dispute pressed to judgment can cost more than the sum at stake. Vietnamese law encourages settlement at every stage. Article 13 of Law No. 143/2025/QH15 on Investment states that investment disputes are resolved first by negotiation and mediation (FAQ 78); the Civil Procedure Code requires the judge to attempt mediation before most commercial cases go to trial; the Law on Commercial Arbitration allows the tribunal to mediate at the parties' request; and the Labour Code makes mediation compulsory for most individual labour disputes.

Settlement is therefore a strategy to plan for, not a sign of weakness. The questions are which forum gives the most leverage in negotiation, how to keep settlement discussions from damaging the legal position if they fail, and how to make the settlement enforceable if the other side does not perform. This section deals with each, and with the formal mediation routes that Vietnamese law provides.

Negotiating safely

Vietnamese law has no general 'without prejudice' privilege of the common-law kind. An admission or offer made in correspondence can be produced in court or arbitration unless the parties have agreed otherwise or a specific law protects it. Settlement discussions should therefore be conducted under a written confidentiality agreement stating that offers, admissions and documents exchanged for settlement may not be used as evidence, or within a formal mediation whose rules provide that protection. Law No. 58/2020/QH14 gives statutory protection to court-annexed mediation (Article 4), and Decree No. 22/2017/ND-CP makes confidentiality a principle of commercial mediation; outside those frameworks, protection is contractual.

Time continues to run. The two-year limitation period for commercial claims under Article 319 of the Commercial Law is not suspended by negotiation, although an acknowledgement of the debt by the debtor, partial payment or an agreement to perform restarts the period under Article 157 of the Civil Code. A creditor negotiating close to the end of the period should either obtain a written acknowledgement, agree a standstill in writing or start proceedings and negotiate in parallel. The settlement itself should be in writing, signed by the legal representatives or authorised signatories of both parties, and should state the sums, dates, the release of claims, the consequences of default and the forum for disputes about the settlement.

Commercial mediation under Decree No. 22/2017/ND-CP

Decree No. 22/2017/ND-CP on commercial mediation, in force since 15 April 2017, governs mediation of disputes arising from commercial activities, disputes in which at least one party trades, and other disputes the law permits to be mediated commercially. Mediation may be conducted by a commercial mediator registered on a provincial list, chosen ad hoc by the parties, or by a commercial mediation centre under its rules. Mediators must meet the standards in the decree, including full civil capacity, good character, a university degree and professional experience, and foreign mediators may act. The process is voluntary, confidential and flexible: the parties choose the mediator and the procedure, either may withdraw at any time, and the mediator proposes but cannot impose terms.

Decree No. 112/2025/ND-CP of 29 May 2025 amended Decree No. 22/2017/ND-CP, among other judicial-support decrees, so that an application to establish a commercial mediation centre is filed with the provincial Department of Justice, which appraises it within 15 days, and the chairman of the provincial People's Committee decides within five working days, rather than the Ministry of Justice. Foreign commercial mediation organisations may establish branches and representative offices in Vietnam under the same framework.

The leading institution for foreign investors is the Vietnam Mediation Centre (VMC), attached to VIAC, which offers mediation rules, a panel of Vietnamese and foreign mediators, a model mediation clause and the option of moving to VIAC arbitration if mediation fails. Other mediation centres operate in Hanoi and Ho Chi Minh City. Mediation fees are fixed by each centre's schedule and are modest compared with arbitration.

Making a mediated settlement enforceable

A settlement reached in commercial mediation is recorded in a written record of successful mediation (văn bản kết quả hòa giải thành). By itself it is a contract: if a party fails to perform, the other must sue on it in court or arbitration. To make it directly enforceable, a party may ask the court to recognise it under Articles 416 to 419 of the Civil Procedure Code, which apply to successful out-of-court mediation by an organisation or individual competent under the law, including commercial mediation (FAQ 78). The application is filed with the competent regional court within six months of the date of the settlement. The court checks the conditions in Article 417: the parties had full civil capacity and were the holders of the rights and obligations settled; the content does not violate a legal prohibition or social morality and does not evade obligations to the State or third parties; and the parties agreed voluntarily. It does not re-examine the dispute. A recognition decision takes effect immediately and is enforced by the civil judgment enforcement agency like a judgment (Enforcing judgments and civil judgment enforcement).

Where the parties have an arbitration agreement, a second route is available. If they settle during an arbitration, the tribunal may, at their request, record the settlement in a decision recognising the parties' agreement, which is final and has the same effect as an award (Article 58 of the Law on Commercial Arbitration). Parties who settle in mediation before any arbitration has started sometimes commence an arbitration solely to obtain such a decision. The route works best where the arbitration agreement is with VIAC, because VMC mediation and VIAC arbitration are administered together.

Court-annexed mediation and dialogue

Law No. 58/2020/QH14 on Mediation and Dialogue at Court, in force since 1 January 2021 and amended by Law No. 85/2025/QH15, provides a third route. When a petition is filed, the court informs the parties of their right to mediation before the case is accepted, and if both agree, the court appoints a mediator from its list, commonly a retired judge or experienced lawyer. Mediation must be completed within 20 days of the mediator's appointment, extendable to not more than 30 days for complex cases, and the parties may agree a longer period of up to two months (Article 20). Information disclosed in the mediation is confidential and may not be used as evidence unless the disclosing party agrees or the law requires (Article 4). Time spent in mediation generally does not count towards the limitation period if the case later proceeds to litigation (Article 16).

If the parties settle, the mediator sends the record to the court, the judge has 15 days to consider it, and the court recognises or refuses to recognise the agreement (Articles 32 and 33); a recognition decision is enforceable like a judgment. If mediation fails, the case proceeds to the ordinary procedure. The cost of court-annexed mediation is generally met by the State budget, but parties to commercial disputes with a monetary value pay the mediation costs themselves, as do parties who ask for sessions outside the court or need interpretation (Article 9). For administrative cases the same law provides for dialogue between the claimant and the authority whose decision is challenged.

The Singapore Convention and cross-border settlements

The 2018 United Nations Convention on International Settlement Agreements Resulting from Mediation, the Singapore Convention, allows a commercial settlement reached in international mediation to be enforced directly in any state party, much as the New York Convention does for awards. As at October 2026 the UNCITRAL status table records 24 parties, but Vietnam is neither a signatory nor a party. A settlement reached in an international mediation in Singapore or elsewhere is therefore not directly enforceable in Vietnam under the Convention.

Three alternatives remain. The settlement can be sued on as a contract in the forum chosen in the settlement agreement; it can be converted into a consent award by an arbitral tribunal, which is then enforceable in Vietnam as a Vietnamese award or, if seated abroad, under the New York Convention after recognition, although whether a Vietnamese court will treat an award on agreed terms rendered abroad as a Convention award is not settled; or, where the mediation took place in Vietnam with a competent mediator, the parties can ask a Vietnamese court to recognise it under Articles 416 to 419. Investors negotiating a settlement with a Vietnamese party should decide which route they will use before the settlement is signed, and draft the settlement accordingly.

Labour and administrative disputes

Individual labour disputes follow their own route under the Labour Code (Law No. 45/2019/QH14): mediation by a labour mediator appointed by the provincial labour authority is a compulsory first step, completed within five working days of the request, except for disputes over disciplinary dismissal, unilateral termination, termination payments, insurance and certain others, which may go straight to court; after failed mediation the parties may refer the dispute to a labour arbitration council or the court (Articles 187 to 190). Collective disputes follow a separate procedure. These rules, and their limitation periods, are explained in Internal labour rules, unions and disputes.

Disputes with authorities over tax assessments, land decisions or licences are resolved by administrative complaint to the issuing authority and its superior, and then in the administrative court, where dialogue under Law No. 58/2020/QH14 is available (Tax administration, audits and disputes; The VIFC court and specialised forums). Investment disputes with the State begin with the negotiation and mediation required by Article 13 and, under most investment treaties, a cooling-off period of several months (Investor-State disputes and treaty claims).

Running a commercial mediation at the VMC and making the result enforceable

1. Protect the legal position firstDiarise the limitation period, obtain a written acknowledgement of debt or a standstill agreement, and sign a confidentiality agreement covering settlement communications.
2. Agree to mediateInvoke the mediation step in the contract, or sign a submission agreement referring the dispute to the VMC under its rules.
3. Appoint the mediatorAgree a mediator from the VMC panel or a registered commercial mediator, with relevant language and sector experience; the centre appoints if the parties cannot agree.
4. Exchange position papersShort written statements of the dispute and the key documents, shared with the mediator and, where agreed, with each other.
5. Mediation sessionsJoint and private sessions, in person or online; decision-makers with settlement authority attend.
6. Record the settlementSign a record of successful mediation stating sums, dates, releases, default consequences and the forum for disputes about the settlement.
7. Obtain court recognitionApply to the competent regional court within six months under Articles 416 to 419 of the Civil Procedure Code, or, where an arbitration is on foot, ask the tribunal for a decision recognising the agreement under Article 58 of the Law on Commercial Arbitration.