Title Page
ABSTRACT
Contents
INTRODUCTION 10
CHAPTER 1: The Historical Origin of the Penalty Rules 13
1.1. Penal Bond 13
1.2. The development of penalty doctrine over centuries 14
1.2.1. Early history prior to 1600 14
1.2.2. Later history 1600-1915 15
1.2.3. The establishment of the Dunedin rules in twentieth century 24
CHAPTER 2: The modern penalty rule under the English Law 34
2.1. Introduction 34
2.2. The reformulated penalty rule 38
2.2.1. The requirement of breach 38
2.2.2. Application of the reformulated test 45
2.2.3. The application of the penalty rules to obligations other than making payments 61
CHAPTER 3: Penalty and Liquidated damages under the Law of Vietnam 66
3.1. Penalty and Liquidated damages in some Civil law countries 66
3.1.1. Under the French law 66
3.1.2. Under the German law 69
3.2. The concept of Penalty under the Law of Vietnam 70
3.2.1. Penalty regulations in specialized laws 70
3.2.2. The nature of penalty under the Law of Vietnam 74
3.2.3. Relationship between penalty sanction and other remedy sanctions 75
3.3. Liquidated Damages under the Law of Vietnam 76
3.3.1. The absence of liquidated damages under the Vietnamese law system 76
3.3.2. General introduction of compensation under the law of Vietnam 77
3.3.3. Damages to be compensated for breach of contract 78
3.3.4. Grounds giving rise to liability for compensation damages 80
CHAPTER 4: Suggestion for the improvement of the Law of Vietnam 93
4.1. Brief summary relating to penalty and liquidated damages clauses under English law and Vietnamese law 93
4.2. Proposals of the legal regulations relating to liquidated damages 94
4.2.1. The need for the presence of the liquidated damages sanction under the Vietnamese law 94
4.2.2. Some suggestions to determine the reasonableness of an agreed damages clause 97
4.2.3. Mitigation duty in the liquidated damages 102
4.3. Proposals for the legal regulations relating to penalty clause 103
4.3.1. The drawbacks of legal regulations relating to penalty clause in Vietnam 103
4.3.2. Some proposal for the revised penalty regulations 106
4.4. Proposals for the validity of the agreed damages clause stipulating obligations other than payment 109
CONCLUSION 111
REFERENCES 113