Vietnamese law has established a relatively comprehensive legal framework governing representation in the formation of contracts, including the grounds for establishing representative authority, the scope of representation, the legal consequences of acts performed without authority or beyond the scope of authority, and mechanisms for controlling major transactions and transactions involving conflicts of interest. Nevertheless, the application of these provisions in practice continues to raise issues that require further clarification. Through an analysis of Vietnamese law and reference to selected foreign legal experiences, this article clarifies the theoretical foundations and principal legal aspects of representation in the formation of commercial contracts. Drawing upon two anonymised practical cases, the article examines different approaches to the application of law for determining the lawful representative, assessing the validity of transactions, and proposing appropriate legal solutions.
