"Economic Needs Test": The Three-Word Phrase Every Foreign Retailer in Vietnam Needs to Know 🏪⚖️

 

📖 Etymology corner, before we dive in

The word "economy" comes from Greek oikonomia — "management of a household," from oikos (house) + nomos (law, custom). The Greeks used it to describe the orderly governance of resources within a bounded space.

The word "test" traces back to Latin testa — an earthen pot used in assays to check the purity of metals. Crucibles, under heat, reveal what something is actually made of.

Put them together: an Economic Needs Test is, etymologically, a crucible for your business plan — a fire that burns away what doesn't fit the local economic household. Vietnam has been running foreign retailers through exactly this crucible since its WTO accession commitments came into domestic law. Let's understand the mechanism, Ngọc Prinny-style. 🦊

🧐 Meet today's investor

Investor Rita Moss runs FreshMart International — a foreign-invested retail chain that just opened its first store in Ho Chi Minh City. Business is good, and now Rita wants to open Store #2 across town, then Store #3 in Da Nang. Simple, right?

Not quite. From Store #2 onwards, Rita enters a regulatory gate called the Economic Needs Test (Kiểm tra nhu cầu kinh tế — ENT). Let's walk through every door. 🚪

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🧐 "First instance": what most foreign investors assume

• "We've already got a business licence and an investment registration — opening new stores is just a matter of finding the right location."
• "ENT is just a formality — everyone eventually gets approved."
• "The rules that apply to Store #1 are the same as Store #2."

Verdict on these assumptions: all three need significant revision. Store #1 and Store #2 operate in completely different regulatory worlds. 🐟

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⚖️ "On appeal": what Vietnamese law actually requires

1️⃣ What is the ENT — and what is it not?

Per Article 23, Decree 09/2018/NĐ-CP, the Economic Needs Test (ENT) is an evaluation procedure applied to foreign-invested enterprises (FIEs) that wish to establish a retail outlet beyond their first one in Vietnam. Its purpose is to assess whether the new outlet matches local market needs and socioeconomic conditions.

Two critical clarifications that most investors get wrong:

• ENT is NOT a separate licence. It is a step within the process of obtaining the Retail Outlet Establishment Licence (Giấy phép lập cơ sở bán lẻ). No ENT clearance = no licence = no store.
• ENT applies to the outlet, not just the company. Every qualifying second-plus outlet goes through its own assessment — opening 10 stores means potentially 9 ENT processes.

2️⃣ When exactly does the ENT apply — and when can you skip it?

The flowchart above maps the decision logic. In plain English:

General rule: Any FIE opening its 2nd, 3rd, 4th… outlet must go through ENT.

Exception — you're ENT-exempt if ALL THREE of these are true simultaneously:

• ✅ The outlet's floor area is under 500 m²
• ✅ It is located inside a shopping mall (trung tâm thương mại)
• ✅ It is not a convenience store format and not a mini supermarket format

Miss even one condition → ENT is mandatory. A 480 m² mini supermarket inside a mall? Still needs ENT. A 600 m² clothing boutique inside a mall? Still needs ENT. The exception is narrow and all three boxes must be ticked simultaneously.

3️⃣ What criteria does the ENT Council actually evaluate?

When ENT applies, the provincial ENT Council examines five categories of impact under Article 23.2 of Decree 09/2018:

Market geography and saturation:

• How large is the geographic market affected by this outlet?
• How many existing retail outlets are already operating in that zone?

Market stability:

• Will the new outlet disrupt existing retailers and traditional markets (chợ truyền thống)? This is a politically and socially significant criterion — protecting traditional markets is a real policy priority in Vietnam.

Infrastructure and environment:

• Traffic density impact in the target area
• Environmental sanitation
• Fire safety and prevention capacity of the location

Socioeconomic contribution — broken down into four sub-criteria:

• Job creation for local workers
• Contribution to modernizing the local retail sector
• Improvement of living conditions and environment for the area's residents
• Capacity to contribute to the state budget (tax revenue)

The key insight: ENT is not a rubber stamp measuring whether your business plan makes commercial sense. It is a multi-dimensional public interest test — your financial projections matter far less than your impact on the neighborhood's traffic, traditional market vendors, and local employment.

4️⃣ Who actually runs the ENT?

Under Article 24, Decree 09/2018/NĐ-CP, the evaluating body is the Provincial ENT Council (Hội đồng Kiểm tra nhu cầu kinh tế) — convened by the Provincial People's Committee (UBND cấp tỉnh) where the new outlet is planned.

The Council's composition:

• Chairperson: Representative of the Provincial People's Committee (or their delegated body)
• Members: Representatives of the Department of Industry and Trade (Sở Công Thương), the Department of Finance (formerly Planning & Investment), and relevant sector departments
• Cross-border addendum: If the proposed outlet sits in a ward/commune bordering another province, that neighboring province's UBND also gets a seat at the table

The Council reviews the criteria, deliberates, and issues a written conclusion recommending approval or rejection of the outlet licence. This document is then the basis for the licensing authority's decision.

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🏠🚗 Real-life analogies

• 🏠 Opening your second rental property vs. your first. Buying one property and renting it out is a personal decision. Once you start acquiring a second, third, fourth rental unit in certain Vietnamese cities, additional administrative notifications and assessments kick in — because the cumulative effect on the local housing market becomes a public concern, not just a private one. ENT works on the same logic: one FIE outlet is a personal business decision; multiple FIE outlets cumulatively reshape a local retail ecosystem.
• 🚗 A new petrol station in a town that already has five. Even if you own the land and have the capital, local authorities will assess whether the sixth petrol station creates a traffic hazard, undermines the viability of the existing five, and actually serves community needs — or just cannibalizes the market. ENT applies the same logic to retail outlets.

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🤔 Did you know? Quick legal trivia 🤔

• Vietnam's ENT requirement is a WTO-era instrument. When Vietnam joined the WTO in 2007, it committed to gradually opening its retail sector to foreign investment — but retained the right to impose ENT as a safeguard mechanism. Many other WTO members have similar tools for sensitive sectors.
• The protection of traditional markets (chợ truyền thống) as an explicit ENT criterion is uniquely Vietnamese. In a country where traditional wet markets remain central to daily food supply chains and community social life, a foreign retailer's potential impact on those markets is treated as a genuine public interest concern, not merely a competitive externality.
• The 500 m² / shopping mall / non-convenience-store triple exemption reflects a policy logic: small, mall-integrated outlets in a non-convenience format are less likely to disrupt street-level competition and traditional market dynamics than standalone large-format stores or convenience chains.
• ENT applies to outlet-level decisions, not company-level ones. FreshMart International's good track record with Store #1 doesn't automatically ease the ENT process for Store #2 — each outlet in a qualifying category is assessed on its own local merits.

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📝 Quick self-quiz — are you ENT-fluent yet?

1. From which outlet number does the ENT requirement generally kick in for foreign-invested retailers?
   A. 1st B. 2nd C. 5th D. 10th
2. Which combination fully qualifies for ENT exemption?
   A. 400 m², inside a mall, convenience store format
   B. 600 m², inside a mall, non-convenience format
   C. 400 m², inside a mall, non-convenience format
   D. 400 m², standalone location, non-convenience format
3. True or false: the ENT is a standalone licence separate from the Retail Outlet Establishment Licence.
4. Which body convenes the ENT Council?
   A. The Ministry of Industry and Trade B. The Ministry of Finance C. The Provincial People's Committee D. The local Ward People's Committee
5. Which of these is NOT one of the five ENT evaluation criteria?
   A. Traffic density impact B. Job creation for local workers C. The investor's global revenue D. Effect on traditional markets

Answer key: 1-B · 2-C · 3-False (it's a step within the licence process) · 4-C · 5-C 🎉

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💡 Practical tips for FIEs planning retail expansion in Vietnam

• Map your outlet count before you start. Store #1 is your free pass; every subsequent outlet needs ENT planning baked into your timeline from Day 1 — not discovered when your real estate deal is already signed.
• The three-part exemption is all-or-nothing. If your proposed Store #2 is a mini supermarket inside a mall at 450 m², you fail the "not a mini supermarket" condition and still need ENT. Check all three boxes before assuming exemption.
• Traditional market impact is politically real, not just procedural. Your ENT submission should address this criterion explicitly and constructively — preferably with data on how your outlet complements rather than cannibalizes local vendors.
• Prepare your socioeconomic contribution case in advance. Job creation numbers, training programs, local supplier sourcing, tax revenue projections — these are the ingredients of a strong ENT outcome. Quantify them before the Council asks.
• If your planned location borders another province, build that neighboring province's representative into your stakeholder engagement timeline. Their seat on the Council means their concerns need to be addressed, not just those of the host province.
• Engage experienced local counsel early. ENT outcomes depend heavily on how submissions are framed relative to local economic planning documents, zoning, and the Council's specific composition in your target province.

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🌿 A quick detour into nature's version of this rule

Ecologists call it carrying capacity — the maximum number of organisms a given habitat can support without environmental degradation. When a species (or a store chain) expands beyond the habitat's carrying capacity, competition for resources intensifies, weaker participants collapse, and the ecosystem destabilizes. Vietnam's ENT is, in effect, a regulatory carrying capacity check: before each new retail outlet joins the ecosystem, the state runs a formal assessment of whether the local market habitat can absorb it without destabilizing the existing flora — the convenience stores, the mini supermarkets, and especially the fragile-but-valued traditional markets. It's ecology, in bureaucratic form. 🌿

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🗣️ Over to you

Have you or your business navigated the ENT process in Vietnam — or tried to structure around the three-condition exemption? How transparent and predictable did you find the Council's assessment in practice? And do you think the traditional-market protection criterion is a legitimate public interest safeguard, or an obstacle to healthy retail competition? Drop your take in the comments — this one touches investors, local business owners, and consumers all at once. 📣

#VietnamLaw #ForeignInvestment #RetailVietnam #ENT #EconomicNeedsTest #FDIVietnam #DeluluVN #NgocPrinny #LegalEducation #BusinessVietnam

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🚨 Fun but serious: a brief legal disclaimer 🚨

Hey there, legal explorer! 🕵️‍♀️ Before you close this tab —

• This article is a map, not a teleporter 🗺️ — it'll orient you, but it won't file your ENT submission or get you your retail outlet licence.
• Every retail expansion has its own province, its own Council, and its own market dynamics 🦄 — your specific facts will shape the ENT outcome.
• For real-world investment quests, summon a professional legal wizard 🧙‍♀️ — may we suggest Thầy Điệp & Associates Law Firm, the firm that reviews what gets published here.
• Reading this doesn't make you a licensing lawyer, the same way reading a restaurant menu doesn't make you a chef. 🍽️😉

Full disclaimer: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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💝 Support your legal ninja's wellness fund! 🍵

This article turned a dense regulatory mechanism into something a business owner can actually use. That translation runs on:

• Hours of parsing WTO commitments, decrees, and provincial procedure 📚
• 10+ years of hands-on legal expertise ⚖️
• A genuine interest in making Vietnam's investment framework navigable 📝
• And the usual herbal tea situation 🍵

If this post helped you understand what stands between your second store and your third, consider treating this ninja to a green tea →. It keeps the analysis sharp and the next regulatory deep dive ready. 🌱

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More about the author and the DELULU world: delulu.vn/about-2/

Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny)
Reviewed by: Lawyer Lê Thị Kim Dung and Lawyer Nguyễn Văn Điệp, Thầy Điệp & Associates Law Firm

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And a little closing wish, timed exactly to when you're reading this:

🌙 Nếu bạn đọc bài viết này vào buổi tối, chúc bạn ngủ thật ngon — và mong rằng hồ sơ ENT của bạn sẽ được duyệt thuận lợi.
☀️ Nếu bạn đọc vào buổi sáng, chúc bạn một ngày tràn đầy năng lượng — và nhiều cơ sở bán lẻ được cấp phép thành công!
🇬🇧 Wherever you're reading from — may your retail expansion plans be well-structured and your ENT submissions well-received.
🇯🇵 いつ読んでいても、心穏やかな一日を。
🇫🇷 Et où que vous soyez, que vos projets d'expansion commerciale se déroulent sans accroc. ☘️

Mind the Help: Hiring a Domestic Worker in Vietnam Without Telling Anyone Could Cost You 🏠⚖️

 

📖 Etymology corner, before we dive in

The word "domestic" comes from Latin domesticus — "belonging to the household," from domus, "house." The word "labor" traces back to Latin labor — "toil, work, effort." And "contract" comes from Latin contractus, the past participle of contrahere — "to draw together, to bind."

Put them together and you get the perfectly logical idea that "domestic labor" has always been real work — and that binding it into a written agreement is simply how modern law formalizes that reality. The surprise, for many Vietnamese households, is how many specific compliance steps come attached to that agreement — and what happens when you skip even the seemingly minor ones. Let's walk through it, Ngọc Prinny-style. 🦊

🧐 Meet today's household

Employer Helen House runs a busy household in Ho Chi Minh City. She's just hired Worker Clara Clean to handle daily cleaning, childcare, and grocery management. Helen thinks: "We shook hands, we agreed on the salary and schedule, she started Monday — what else do we need to do?"

The answer, as it turns out, involves a written contract, a trip to the ward office, and a few other steps that most households quietly skip. Let's look at exactly what the law requires — and what skipping costs. 📋

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🧐 "First instance": what most households assume

• "A domestic helper is a private arrangement — no need to 'register' with anyone."
• "We have a verbal agreement and everyone's happy — that's enough."
• "As long as I pay her on time, we're in the clear legally."

Verdict on these assumptions: not quite right — across multiple fronts. 🐟

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⚖️ "On appeal": what the law actually requires

Step 1: Who counts as a "domestic worker" (người giúp việc gia đình)?

Per Article 161.1, Labor Code 2019, a domestic worker is someone who regularly performs household work for one or more households. The list of qualifying work is wider than most people assume:

• Housekeeping and cooking 🍳
• Household management (quản gia)
• Childcare 👶
• Caring for sick persons or elderly family members 🏥
• Driving 🚗
• Gardening 🌿
• "And other household work not related to commercial activity" — a broad catch-all

If Clara Clean is doing any of these regularly for Helen's household, she's a domestic worker under the Labor Code — full stop.

Step 2: What must the contract look like?

Under Article 162, Labor Code 2019, three key rules apply when contracting a domestic worker:

• A written labor contract is mandatory. No written contract = first compliance failure.
• Contract duration is freely negotiated, but if either party wants out, at least 15 days' written notice is required — regardless of who terminates and why.
• Salary payment method, pay cycle, daily working hours, and accommodation arrangements must all be specified in the contract.

Step 3: The step almost everyone forgets — notify the ward office

Under Article 90.2, Decree 145/2020/NĐ-CP, after hiring (or ending the contract with) a domestic worker, the employer must notify the local People's Committee (Ủy ban nhân dân xã/phường/thị trấn) — both when employment begins and when it ends. This isn't optional. It's a standalone obligation layered on top of the written contract requirement.

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💸 The penalty ladder — what skipping any of these actually costs

The penalty structure under Article 28, Decree 283/2026/NĐ-CP (effective 10 September 2026, continuing the rules of the prior Decree 12/2022) is a four-tier escalator:

The ladder above tells the full story. Here's the plain-language version:

Tier 1 — Written warning:

• No written labor contract
• Failure to pay Clara's travel costs back home when she leaves (unless she was the one who terminated early)

Tier 2 — Fine of 1–3 million VND:

• Not notifying the ward People's Committee about hiring or terminating Clara → this is the headline penalty that catches most ordinary households off guard
• Repeating a warning-tier violation after already being cautioned

Tier 3 — Fine of 10–15 million VND:

• Holding Clara's identity documents (ID card, household registration) — this is a serious violation that also triggers mandatory return of documents
• Not paying the mandatory social insurance (BHXH) or health insurance (BHYT) amounts owed to Clara so she can independently access coverage

Tier 4 — Fine of 50–75 million VND:

• Mistreatment, sexual harassment, forced labor, or physical violence — up to the threshold where criminal prosecution begins to apply

Remedial measures apply at every tier — not just fines, but obligations to actually fix the violation: sign the contract, pay the travel costs, return the ID, pay the insurance arrears.

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🏠🚗 Real-life analogies

• 🏠 The sublease that "doesn't need to be registered." Plenty of landlords sublet rooms on a handshake without notifying the building management or local housing authority — it feels private, and everyone's comfortable. Until something goes wrong and the lack of paperwork becomes a problem for everyone. Hiring a domestic worker without the ward notification is exactly the same: quiet, commonplace, and quietly illegal.
• 🚗 The driver who skips vehicle registration because the car "works fine." The car functions perfectly well without the registration sticker — right up until the traffic police pull you over. The ward notification for domestic workers works the same way: invisible until the moment it isn't.

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🤔 Did you know? Quick legal trivia 🤔

• Vietnamese law treats domestic worker arrangements as real labor relationships subject to the Labor Code — not informal personal arrangements. This means domestic workers technically have access to the same Labor Code protections as office employees, including notice-period rights and wage dispute mechanisms.
• The 15-day notice requirement for termination applies to both the employer and the worker — so if Clara decides to leave without 15 days' notice, she's technically in violation too (though enforcement against workers is far less common in practice).
• Holding a domestic worker's identity documents (ID card, household registration book) — a practice that unfortunately still occurs — is specifically called out in the penalty structure at the 10–15 million VND tier. This is not a coincidence: it's a targeted protection against situations where document-holding is used to restrict a worker's freedom of movement.
• The social insurance and health insurance obligation for domestic workers is handled differently from typical workplace SI enrollment. Because domestic workers are not enrolled in the employer's SI scheme, the law requires employers to add an equivalent SI/HI amount on top of wages so the worker can independently register for voluntary coverage.

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📝 Quick self-quiz — are you domestic-labor-law-fluent?

1. Under the Labor Code 2019, which of these household roles qualifies as "domestic worker"?
   A. Full-time nanny B. Family driver C. Live-in cook D. All of the above
2. What is the minimum notice period if either party wants to terminate a domestic worker's contract?
   A. 3 days B. 7 days C. 15 days D. 30 days
3. Failing to notify the ward People's Committee about hiring a domestic worker carries a fine of:
   A. 500,000–1 million VND B. 1–3 million VND C. 5–10 million VND D. No fine — just a warning
4. True or false: an employer can legally hold a domestic worker's ID card as "security" during employment.
5. What is the penalty tier for physical mistreatment of a domestic worker (below the criminal threshold)?
   A. 1–3 million VND B. 10–15 million VND C. 50–75 million VND D. Written warning only

Answer key: 1-D · 2-C · 3-B · 4-False (10–15M fine + mandatory return) · 5-C 🎉

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💡 Practical tips for households hiring domestic workers

• Draft a written contract before Clara starts Day 1. It doesn't need to be a fancy legal document — a clear, signed written agreement covering salary, pay dates, working hours, and accommodation is the baseline. The ward office notification goes in after the contract is signed, not before.
• Walk to your local ward People's Committee (UBND phường/xã/thị trấn) and notify them. This is the step most households skip. It's also the step that carries a monetary fine rather than just a warning. Treat it like registering a new vehicle — unglamorous, necessary.
• Don't hold Clara's ID card for any reason. Even if it feels like a practical measure, the law is explicit: it's a 10–15 million VND violation with a mandatory return order.
• Build the SI/HI amount into her compensation package from Day 1. Because domestic workers self-enroll in voluntary insurance schemes rather than being covered through the employer's SI registration, the law requires the equivalent amount to be paid on top of wages. Budget for it upfront.
• When Clara leaves, notify the ward office again. The notification obligation applies to termination as well as hire — both ends of the employment relationship require the same filing step.

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🌿 A quick detour into nature's version of this rule

In ecology, symbiotic relationships — where two parties live and work in close proximity, each depending on the other — come with their own set of "rules" enforced by evolutionary pressure. When those rules are violated (one party over-extracts resources, fails to provide the expected service, or behaves aggressively), the relationship breaks down quickly and both parties lose. Human domestic work arrangements run on the same logic: they work well when both parties' rights and obligations are clearly defined, documented, and respected. The law's written-contract and notification requirements aren't bureaucratic friction — they're the formalization of ground rules that protect the symbiosis from breaking down. 🌿

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🗣️ Over to you

Did you know about the ward-office notification requirement before reading this? How many Vietnamese households do you think are currently compliant with all four tiers of these obligations — contract, notification, insurance, ID policy? Share your thoughts in the comments — this is one of those "hidden compliance requirements" that affects millions of ordinary households, not just businesses. And if you know someone who's recently hired a helper and skipped the paperwork, this one's for them. 📣

#VietnamLaw #DomesticWorker #LaborLaw #HouseholdCompliance #NguoiGiupViec #DeluluVN #NgocPrinny #LegalEducation #HRVietnam #EmployerObligations

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🚨 Fun but serious: a brief legal disclaimer 🚨

Hey there, legal explorer! 🕵️‍♀️ Before you close this tab —

• This article is a map, not a teleporter 🗺️ — it'll guide you, but it won't file your ward-office notification for you.
• Every household situation is its own unicorn 🦄 — your specific contract terms, locality, and worker arrangements may affect how these rules apply.
• For real-world quests, summon a professional legal wizard 🧙‍♀️ — may we suggest Thầy Điệp & Associates Law Firm, (zalo) the firm that reviews what gets published here.
• Reading this doesn't make you a lawyer, the same way watching a cooking show doesn't make you a chef. 🍳😉

Full disclaimer details: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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💝 Support your legal ninja's wellness fund! 🍵

Enjoyed this breakdown of the rules most households quietly break? Every article like this runs on:

• Hours of parsing decrees and labor codes 📚
• 10+ years of hands-on legal expertise ⚖️
• A sincere desire to make compliance less scary for ordinary people 📝
• And the usual quantity of herbal tea 🍵

If this post helped you realize there were a few boxes left unchecked in your household, consider treating this ninja to a green tea →. It keeps the puns flowing, the research thorough, and the ninja well-rested for the next compliance deep dive. 🌱

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More about the author and the DELULU world: delulu.vn/about-2/

Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny)
Reviewed by: Lawyer Lê Thị Kim Dung and Lawyer Nguyễn Văn Điệp, Thầy Điệp & Associates Law Firm

And a little closing wish, timed exactly to whenever you're reading this:

🌙 Nếu bạn đọc bài viết này vào buổi tối, chúc bạn ngủ thật ngon - và mong rằng mọi hợp đồng lao động trong nhà bạn đều đã được ký đúng quy định.
☀️ Nếu bạn đọc vào buổi sáng, chúc bạn một ngày tràn đầy năng lượng và niềm vui - có lẽ hôm nay là ngày tốt để ghé UBND phường!
🇬🇧 Wherever you're reading from - may your household be legally compliant, your contracts be signed, and your ward office notified.
🇯🇵 いつ読んでいても、心穏やかな一日を。
🇫🇷 Et où que vous soyez, que votre foyer soit serein - et en règle. ☘️

Your Contract Expired — But Your Face Didn't: The Image Rights Case That Went All the Way to Hanoi's Appellate Court 🎬⚖️

 Judgment Reference: Appellate Civil Judgment No. 163/2023/DS-PT, dated 11 April 2023 — Hanoi People's Court | First Instance: Civil Judgment No. 13/2022/DS-ST, dated 22 February 2022 — Hai Ba Trung District People's Court, Hanoi

📖 Etymology corner, before we dive in

The word "image" comes from Latin imago — a likeness, a copy, a representation. The Romans used it not just for portraits but for wax death masks of ancestors displayed in family homes — a person's face as property of the lineage, to be displayed or retired on the family's terms.

The word "authorize" comes from Latin auctorizare — to give official approval — rooted in auctor, "one who creates or causes." An author of an authorization is the only one who can grant the right to use what is theirs.

Put them together: unauthorized image use is, etymologically, a very old kind of wrong — using someone else's likeness without the authority to do so. Today's case turns on exactly that ancient concept, now playing out across Facebook pages, YouTube channels, and Vietnamese beauty spa websites. Ngọc Prinny-mode: on. 🦊

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🧐 The cast of characters

To keep things clear, we've renamed the parties for readability:

• Actress Lily Pham — the plaintiff. A working actress and public figure, born 1983.
• Glam Glow Corp. (inspired by the defendant, a major beauty spa chain) — the defendant. A well-resourced company with multiple clinics and a dedicated legal team.
• VP Nick Chen — Glam Glow's Vice Director who physically signed the image-use contract with Lily.
• CEO Terry Nguyen — Glam Glow's Director and legal representative, who later claimed he knew nothing about the contract.
• Accountant Amy Tran — Glam Glow's bookkeeper, a key witness who transferred payment from her personal account.
• Journalist Jenny Do — the middleperson who introduced Lily to Glam Glow and signed her own separate brokerage contract.

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🎬 The setup: a beauty spa, an actress, and a contract with a very expensive clause

5 December 2018. Lily Pham signs Service Contract No. 22012019/2019/HĐDV with Glam Glow Corp. The deal:

• Glam Glow gets to use Lily's image for 3 months (5 January → 4 April 2019)
• Total contract price: 15 million VND (already paid in full, confirmed)
• The shoot takes place on 5 December 2018 at a Hanoi Glam Glow branch — livestream format, showing Lily experiencing spa services

And buried in Article 3, Section 6 of that contract, a clause that later became the center of everything:

"After the 3-month period, if Glam Glow continues using Lily's image, they must pay a fee of 100,000,000 VND per month."

That clause is either a deliberate, fully-negotiated penalty rate — or a typo. The entire case turns on which one it is.

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📅 The timeline — here's what actually happened

The visual above maps it all out. In short:

• 5 April 2019: Lily's licensed image use period ends
• 5 April → 16 December 2019: Lily's images continue appearing on Glam Glow's Facebook fanpage, YouTube channel, website thammyvienNevada.com, and other platforms — without new authorization, without new payment
• 16 December 2019: A bailiff's office in Ho Chi Minh City formally documents the ongoing use in Procès-Verbal No. 2161/2019/VB-TPL — a legal evidentiary record under Vietnamese law
• 16 December 2019: Lily's law firm, Ngoc Phu Law, sends its first cease-and-desist letter
• 17 December 2019: Glam Glow removes all infringing content — but does not pay the overdue fees or issue a public apology
• 27 December 2019: Second C&D letter sent; Glam Glow stays silent
• 3 March 2020: Glam Glow's own legal representative responds, acknowledging the extended use but attributing it to a staff oversight, not deliberate infringement
• Litigation commences; Lily also later voluntarily withdraws her demand for a public apology in the newspapers

Lily's claim when she filed: 800 million VND — 8 months × 100 million VND/month per the contract clause.

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⚖️ Round 1: The First Instance Judgment — District Court of Hai Ba Trung

Judgment No. 13/2022/DS-ST, dated 22 February 2022

The first-instance court heard Glam Glow's three main defences — and rejected most of them. Here's how each argument played out:

Glam Glow's defence 1: "The contract signer had no authority."
VP Nick Chen, who signed the contract, was a Deputy Director — not the company's legal representative. Glam Glow argued this made the contract invalid (citing Articles 85 and 87, Civil Code 2015).

Court's implicit finding: The contract bore Glam Glow's official company seal, which under Vietnamese corporate practice requires director-level approval before being affixed. Furthermore, a 15-million-VND payment was made by Glam Glow's own accountant Amy Tran, explicitly labeled "NEVADA KOL payment." Witness Nick Chen himself confirmed that all contracts he signed passed through the Director and the legal department before sealing. The "unauthorized signature" argument collapsed under the weight of the seal, the payment, and the witnesses' own testimony.

Glam Glow's defence 2: "The 100 million VND/month figure is a typo."
Glam Glow argued the figure made no economic sense — comparing it to contracts with more famous celebrities (a runner-up beauty queen, other actors) that only paid 5–10 million VND/month.

Court's implicit finding: The amount was written in figures rather than also in words — which Glam Glow said indicated a drafting error. But witness Journalist Jenny Do (who brokered the original deal) testified she specifically relayed Lily's own 100 million VND/month demand to Glam Glow, and that this figure was incorporated into the contract deliberately. Lily's own team pointed out: Glam Glow is a large, established company with a professional legal team — claiming you didn't notice a 100-million-per-month clause in a contract you sealed is not a credible position.

Glam Glow's defence 3: "We didn't really use the images commercially."
Their lawyer suggested the continued presence of Lily's images was merely a "staff oversight," not active commercial use.

Court's finding: The procès-verbal documentary evidence showed Lily's images on active commercial pages of Glam Glow — a registered e-commerce-website operator whose Director, as the website's legal responsible person, "knew or should have known" what content was being published.

First instance verdict:

• ✅ Accepted Lily's claim for 800 million VND (8 months × 100M)
• ✅ Ordered Glam Glow to pay — plus statutory interest until fully executed
• ✅ Discontinued the public-apology demand (Lily had withdrawn it)
• Glam Glow ordered to pay 18 million VND in first-instance court fees

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⚖️ Round 2: The Appellate Judgment — The Twist

Judgment No. 163/2023/DS-PT, dated 11 April 2023 — Hanoi People's Court

Glam Glow appealed. But here's where the real story gets interesting — the case never actually got re-argued on the merits at appellate level. Instead, something more practical happened:

On 5 April 2023 — six days before the appellate hearing date — both parties reached a settlement:

Glam Glow Corp. agrees to pay Lily Pham 250,000,000 VND for the unauthorized continued use of her image. Payment confirmed transferred to Lily's authorized representative.

The Hanoi People's Court recognized the settlement as voluntary, legally consistent, and appropriate — and modified the first-instance judgment accordingly, reducing the payment obligation from 800 million to 250 million VND.

The key differences between first instance and appeal:

	First Instance	Appellate
Forum	Hai Ba Trung District Court	Hanoi People's Court
Decision type	Full judgment on merits	Settlement recognition
Amount ordered	800,000,000 VND	250,000,000 VND
Glam Glow pays court fees	18,000,000 VND (first-instance)	0 (appellate) + gets 300,000 VND deposit back
Public apology demand	Already discontinued	Same
Contract penalty/late interest	Lily waived voluntarily	Same

The Hanoi Prosecutor's Office (VKS) agreed with the outcome, recommending the court recognize the settlement per Article 308.2 of the Civil Procedure Code. The Appellate Panel concurred.

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🏠🚗 Real-life analogies

• 🚗 The car rental that keeps your car. You rent a car for a weekend. The rental company keeps driving it for 8 more months for their own commercial use without telling you, then argues "the daily rate was a typo" when you invoice them. The contract says what it says — if the rate was wrong, the time to object was before you accepted the keys and drove the car.
• 🏠 The landlord who keeps subletting after the lease. A tenant moves out on April 5th. The landlord immediately sublets the room under the tenant's registered lease for 8 more months without paying the original tenant anything. The use is documented, the benefit is real, and "we forgot to update the listing" doesn't undo the obligation.

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🤔 Did you know? Quick legal trivia 🤔

• The procès-verbal (vi bằng) used to document Glam Glow's ongoing unauthorized use is a uniquely Vietnamese evidentiary instrument issued by licensed bailiffs (Thừa phát lại). It works as a contemporaneous, officially-witnessed record of facts — equivalent to having a notary physically sit with you while you screenshot infringing content, giving those screenshots real evidentiary weight in court.
• Under Article 3, Section 6 of the contract, the 100M/month clause was a liquidated damages clause — a pre-agreed figure for breach — not a "damages for actual loss" claim. This matters legally: Lily's team correctly argued she didn't need to prove what profit Glam Glow made or what actual losses she suffered. The clause set the rate in advance, and breach triggers the rate automatically.
• In Vietnamese civil procedure, if a settlement is reached during appellate proceedings, the appellate court modifies (not fully reverses) the first-instance judgment to reflect the settlement. The appealing party (Glam Glow) gets their appellate filing fee back, but still owes first-instance fees proportional to the settled amount.
• Signature authority (thẩm quyền ký kết) disputes are extremely common in Vietnamese commercial litigation. The practical rule of thumb: if the company seal appears on a contract, the company's defense that it "didn't know about" the contract faces a very steep uphill road, because Vietnamese law treats the seal as a controlled, director-supervised instrument.

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📝 Quick self-quiz — are you image-rights-fluent yet?

1. What Vietnamese legal instrument did Lily use to document Glam Glow's continuing unauthorized use?
   A. Police report B. Notarized affidavit C. Procès-verbal (vi bằng) D. Tax audit record
2. Under Lily's contract, what triggered the 100M VND/month payment obligation?
   A. Glam Glow earning profit from the images B. Lily proving she suffered actual loss C. Glam Glow continuing to use her image after the 3-month licensed period D. The images appearing more than 10 times
3. True or false: Glam Glow successfully argued the contract was void because VP Nick Chen lacked signing authority.
4. The first-instance court ordered 800M VND. The appellate settlement was 250M VND. What percentage of the original award did Lily ultimately receive?
   A. About 15% B. About 31% C. About 50% D. About 67%
5. In Vietnamese appellate civil procedure, if parties settle during the hearing, the appellate court:
   A. Fully upholds the first-instance judgment B. Dismisses the case entirely C. Modifies the first-instance judgment to reflect the settlement D. Refers back to first-instance court

Answer key: 1-C · 2-C · 3-False · 4-B (250/800 ≈ 31.25%) · 5-C 🎉

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💡 Practical tips for anyone licensing their image — or using someone else's

If you're the talent/image owner (like Lily):

• Build the overdue-use rate into the contract explicitly — as a liquidated damages clause, not a vague "additional fee may apply." Lily's clause worked because it named a specific figure.
• Get it documented the moment you spot unauthorized use — a procès-verbal or a screen-recording plus a notarized affidavit buys you evidentiary credibility that screenshots alone don't.
• Send written C&D notices promptly and keep copies. Lily's team sent two letters; Glam Glow's own (belated) response acknowledged the use — which became evidence for the plaintiff, not the defendant.
• Consult a lawyer before waiving anything — Lily voluntarily waived the public apology demand and the contract-breach penalty (separate from the image use fees). These were tactical choices, not inevitable ones.

If you're the company licensing talent:

• Never use images past the contract expiry date, even "temporarily." "We forgot to groom the social media pages" is not a defence — it's the factual basis of an 800-million-VND claim.
• Ensure your signer has documented authority, and keep the authorization paper on file. Nick Chen's authority was likely real (he sealed contracts routinely), but the paper trail wasn't there when Glam Glow needed it most.
• If you're using a post-contract rate that looks surprisingly high, re-read it before signing — don't countersign a clause you haven't understood and then call it a typo later.

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🌿 A quick detour into nature's version of this rule

Ecologists describe a phenomenon in territory-marking behavior called "tenure overstay" — where an animal remains in a territory after its competitive dominance has expired, continuing to consume resources and derive benefits beyond its sanctioned period. When the rightful territory-holder returns and reasserts their claim, the overstaying animal faces a disproportionately aggressive response — because the longer the overstay, the more compensation the territory-holder needs to recoup. Lily's contract clause worked exactly like this: the longer Glam Glow overstayed in her licensed image-territory, the larger the bill. The clause wasn't punitive — it was evolutionary. It simply priced the overstay at a rate high enough to incentivize timely departure. 🦁

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🗣️ Over to you

Do you think 250 million VND (the settlement figure) was a fair outcome given the facts — or should Lily have fought for the full 800 million? And where do you stand on the "typo vs. deliberate clause" debate — given that the contract was sealed with the company stamp and the payment was made? Drop your take in the comments. And if you're a creator, artist, or performer who's ever had your image used beyond its licensed window, this case is directly relevant to you. Tag them. 📣

#VietnamLaw #ImageRights #IntellectualProperty #CelebContract #CivilLaw #AppellateSettlement #DeluluVN #NgocPrinny #LegalEducation #ContractDispute

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🚨 Fun but serious: a brief legal disclaimer 🚨

Hey there, legal explorer! 🕵️‍♀️ Before you close this tab —

• This article summarizes a real judgment — but it's a map, not a teleporter 🗺️ Your image contract situation has its own specific terms, facts, and jurisdiction.
• Party names have been adapted for readability; the legal facts are faithful to the judgment.
• For real-world image rights disputes, summon a professional legal wizard 🧙‍♀️ — may we suggest Thầy Điệp & Associates Law Firm.
• Reading this doesn't make you a litigation lawyer, the same way watching courtroom dramas doesn't make you one either. ⚖️😉

Full disclaimer: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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💝 Support your legal ninja's wellness fund! 🍵

This judgment ran 14 pages of dense Vietnamese legal prose — every clause, testimony, and counterargument — and you just got the distilled, readable version. That distillation runs on:

• Hours of close reading and legal analysis 📚
• 10+ years of hands-on legal expertise ⚖️
• A genuine love for a good courtroom story 📝
• And the usual herbal tea situation 🍵

If this case study helped you understand Vietnamese image rights law (or just gave you something fascinating to think about), consider treating this ninja to a green tea →. It keeps the analysis sharp and the next judgment coming. 🌱

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More about the author and the DELULU world: delulu.vn/about-2/

Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny)
Reviewed by: Lawyer Lê Thị Kim Dung and Lawyer Nguyễn Văn Điệp, Thầy Điệp & Associates Law Firm

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And a little closing wish, sized exactly to when you're reading this:

🌙 Nếu bạn đọc bài viết này vào buổi tối, chúc bạn ngủ thật ngon — và nhớ kiểm tra lại các hợp đồng hình ảnh của bạn trước khi đi ngủ nhé.
☀️ Nếu bạn đọc vào buổi sáng, chúc bạn một ngày tràn đầy năng lượng — và mong rằng mọi hình ảnh của bạn luôn được sử dụng đúng thỏa thuận.
🇬🇧 Wherever you're reading from — may your contracts be clear, your clauses be intentional, and your images stay within their licensed windows.
🇯🇵 いつ読んでいても、心穏やかな一日を。
🇫🇷 Et où que vous soyez, que vos droits à l'image soient toujours respectés. ☘️