Research purpose: This study analyses the role of sustainability clauses (SCCs) in commercial contracts, reviews international practices, and proposes legal orientations for Vietnam.
Research motivation: While SCCs have been widely studied and applied in jurisdictions such as France, Germany, the United Kingdom, and the United State, Vietnam still lacks a unified legal framework and comprehensive academic research. This creates a gap in assessing their potential for promoting sustainable development through commercial contracts.
Research design, approach, and method: The research employs a qualitative legal methodology, combining doctrinal legal analysis, comparative law, and gap analysis to assess the regulatory landscape of SCCs.
Main findings: SCCs are evolving from “soft law” instruments into “hard law” obligations and are increasingly integrated into commercial contracts. International experience demonstrates multiple forms of SCCs, while Vietnam continues to lack both legal coherence and scholarship. The paper proposes orientations to address this gap.
Practical/managerial implications: Vietnam should progressively institutionalize SCCs through both subordinate legislation and statutory law, issue model clauses to support businesses in proactively negotiating and standardizing sustainability standards in commercial contracts, and strengthen the capacity of courts and arbitral institutions in resolving related disputes.