Hợp đồng chuyển nhượng đất bị vô hiệu: hậu quả pháp lý và cách xử lý (Luật sư Lê Bình Phương phân tích)Invalid Land Transfer Contracts: Legal Consequences and How to Handle Them (Analysis by Lawyer Lê Bình Phương)

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

Overview

A contract to transfer land use rights is a high-value transaction, but many such contracts are signed hastily, without complete legal procedures, or contain a violating element that the parties do not notice right away. When one party later does not want to perform the contract, or discovers that the other deceived them, the question “is this contract invalid?” becomes the core of the entire dispute.

Relevant Legal Provisions

Conditions for the validity of a civil transaction:

Article 117 of the Civil Code 2015 (91/2015/QH13) provides: a civil transaction is valid when it satisfies all of the following: (a) the subject has appropriate legal capacity and act capacity; (b) it is entirely voluntary; (c) the purpose and content do not violate prohibitions and are not contrary to social morality. Clause 2 provides: form is a condition of validity where the law so provides — and the Land Law provides that a contract to transfer land use rights must be notarised or certified.

Legal consequences of invalidity:

Article 131, Clause 1 provides: an invalid transaction does not give rise to, change, or terminate civil rights and obligations from the time it is established. Clause 2: the parties restore the original state and return to each other what they have received; if return in kind is not possible, the value is paid in money. Clause 4: the party at fault for causing damage must compensate.

Analysis and Application

The most common reason: violation of form. A handwritten contract to transfer land use rights, without notarisation or certification, violates the mandatory form requirement under the Land Law 2025 and Article 117, Clause 2 of the Civil Code. This is invalidity as to form — the most common type in land disputes.

The second reason: sham or fraudulent transactions. Signing a contract that is in substance a disguised gift contract (to evade tax), or where one party is deceived about the area, boundaries, or legal status of the land. A fraudulent transaction is invalid under Article 127 of the Civil Code.

The third reason: the signatory lacks authority. The land is common marital property but only one spouse signs the contract without the other’s consent — this violates the right to dispose of common property under the Law on Marriage and Family 2014.

Practical consequences. When a contract is declared invalid: the buyer has no land use rights and must return the land; the seller must return the money received. If the land has already been transferred into the buyer’s name and the buyer has lived there or built on it, more complex disputes arise over compensation for the structures and actual costs.

Lê Bình Phương, MBA., Esq., notes that a good-faith buyer (one who did not know and could not have known of the defect in the transaction) is protected to a certain degree by the Civil Code. However, in actual land disputes, proving “good faith” is not simple, and this should be clearly understood before entering into any transaction without notarisation.

Real-World Situation

Mr M bought a plot of land in 2021 by a handwritten contract, paid 80% of the value, and had not yet transferred the title. The seller then did not want to perform the contract because land prices had risen sharply and he wanted to sell to someone else at a higher price.

Mr M sued, seeking to compel performance of the contract. However, the court examines the form of the contract — if there is no notarisation as required by the Land Law, the contract may be declared invalid as to form. The consequence: the seller must return the money to Mr M, possibly with damages if Mr M can prove the seller’s fault.

An important note in this situation: in adjudication practice, some courts have tended to “recognise” a handwritten contract where the two parties have largely performed it and there is sufficient basis to determine their true intentions — but this is not a uniform approach and depends on each specific case.

Frequently Asked Questions

Is a handwritten, non-notarised land transfer contract invalid?
It may be invalid as to form under Article 117, Clause 2 of the Civil Code.

According to lawyer Lê Bình Phương, the law requires a contract to transfer land use rights to be notarised or certified. A violation of this requirement means the contract fails to meet the mandatory form condition. In practice, however, the court may still consider all the circumstances before declaring it invalid, especially where the parties have performed a substantial part.

If the contract is invalid, how is the deposit handled?
It is returned under Article 131, Clause 2 of the Civil Code.

According to lawyer Lê Bình Phương, when a contract is invalid, the parties are returned to the original state. The seller must return the deposit to the buyer. If the seller is at fault for causing the invalidity (for example, by concealing information about the legal status of the land), they must compensate for the actual damage under Clause 4 of Article 131.

Important Notes

The limitation period for requesting the court to declare a civil transaction invalid is 2 years from the date the transaction is established, under Article 132 of the Civil Code. This applies to relative invalidity (due to mistake, deception, coercion, or the establishing party’s lack of capacity). For absolute invalidity (violation of prohibitions, contrary to social morality) there is no limitation period — a request may be made at any time.

When considering buying land, always check: whether the land is mortgaged, in dispute, or under distraint; whether the seller has authority to sign (for common marital property, both spouses must sign); and the notarisation must be carried out at a notary office.

Related Articles

• Land disputes: common types and how to handle them lawfully

• Land disputes: common types and how to handle them

• Land boundary disputes: how to prove and resolve them

• Gathering evidence in land disputes: which types does the court accept?

• How much does it cost to hire a lawyer for a land dispute?

Conclusion

An invalid contract to transfer land use rights has serious consequences for both parties: the buyer loses rights over the land, and the seller must return the money and may have to pay compensation. Articles 117 and 131 of the Civil Code create a clear legal framework, but prevention is always more effective than cure: notarise the contract from the outset and carefully check the land’s legal status before signing.

See also: Who is Lawyer Lê Bình Phương?