PROTECTION OF BONA FIDE THIRD PARTIES IN CIVIL TRANSACTIONS: A COMPARISON WITH GERMAN LAW AND SUGGESTIONS FOR VIETNAM

Abstract

The protection of bona fide third parties in civil transactions lies at the intersection of ownership protection, transactional security, and legitimate reliance
on public indicia of property rights. The 2015 Vietnamese Civil Code (Bộ luật Dân sự 2015) marks an important development by providing, under Article 133,
protection for bona fide third parties where non-registrable property has been delivered, where registrable property has been registered and subsequently transferred,
and where the third party relies on a public auction or on a judgment or decision of a competent authority that is later annulled or modified. Nevertheless, judicial
practice and legal commentary continue to reveal uncertainty in determining bona fide status, especially in transactions involving land use rights, secured
transactions, and circumstances in which the transferee knew or ought to have known of defects in the transferor's title. This article employs doctrinal analysis,
comparative legal analysis, and practice-oriented commentary to compare Vietnamese law with German law. German law structures the protection of bona fide
acquirers through a clear distinction between movables and immovables. For movables, § 932 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) allows
acquisition in good faith from a non-entitled transferor where the requirements for transfer are met and the acquirer is not grossly negligent. For immovables, §
892 BGB protects reliance on the contents of the Land Register (Grundbuch), unless an objection is registered or the acquirer knows of the inaccuracy. Drawing
on the German experience, the article argues that Vietnamese law should clarify the standard of "knew or ought to have known", strengthen the public reliability
of asset registration, distinguish more clearly between voluntary and involuntary loss of control by the owner, and issue interpretative guidance on Article 133 of
the 2015 Civil Code to balance ownership protection with transactional security.