In today’s business practice, brand valuation disputes are becoming increasingly common, particularly in capital contribution, transfer, and enterprise dissolution activities, requiring a clear approach from both legal and valuation perspectives.
I. Current situation related to brand valuation disputes
In the context of an economy that increasingly values intangible assets, disputes over brand valuation have become a common and complex legal issue, especially in transactions such as capital contribution, mergers and acquisitions (M&A), business transfers, or dissolution.
- Firstly, disputes often arise due to difficulties in determining brand value. Unlike tangible assets, a brand has no specific physical form, and its value depends on many factors such as market recognition, reputation, market position, and future profitability. However, Vietnamese law has not yet established a unified valuation method, resulting in different parties applying different approaches, which easily leads to conflicts.
- Secondly, in practice, when contributing capital through intellectual property rights, many enterprises inaccurately value brands or lack sufficient grounds for valuation, and some even show signs of “inflating” brand value to increase ownership ratios. It leads to disputes among members/shareholders when business operations become ineffective or when there are changes in capital structure.
- Thirdly, disputes also frequently occur in transfer transactions or M&A deals where the parties do not clearly agree on the brand value and valuation method. After the transaction, if the actual value does not meet expectations, the transferee may request adjustments or initiate legal claims.
- Fourthly, some disputes relate to determining the rightful owner of the brand, especially when the brand has not been registered for protection or is jointly used by multiple parties. In such cases, determining the value and allocating benefits derived from the brand becomes more complicated.
- Fifthly, the current dispute resolution mechanism still has difficulties due to the lack of specific guidance on brand valuation, causing dispute resolution authorities to rely heavily on conclusions from valuation organizations or experts, thereby prolonging the resolution process and increasing costs for the parties involved.
In summary, the current state of brand valuation disputes shows that it is a sector involving significant legal risks due to the special nature of intangible assets and the incompleteness of the legal framework, thereby creating the need to clarify the concept and mechanism for determining brand value under current law.
II. Concept of brand valuation disputes
1. What is a brand valuation dispute?
A brand valuation dispute is a disagreement between related parties regarding the determination, recognition, or allocation of brand value in legal relationships such as capital contribution, transfer, business cooperation, or enterprise dissolution.
In practice, it is a dispute relating to intangible assets under intellectual property rights, where brand value is associated not only with legal rights (trademarks) but also with reputation, market share, and future profitability.
2. In which transactions do brand valuation disputes commonly arise?
Brand valuation disputes commonly arise in the following transactions:
- Capital contribution using a brand: Disagreements over contribution value leading to ownership ratio disputes.
- Mergers and acquisitions (M&A): Disputes when brand value does not meet expectations after the transaction.
- Transfer of intellectual property rights: Disagreement over transfer value.
- Business cooperation (BCC, joint ventures): Disputes over benefit allocation from a shared brand.
- Enterprise dissolution or division: Disputes when distributing brand assets.
Thus, brand valuation disputes may arise in almost all transactions involving this intangible asset, especially when the parties do not have clear agreements from the outset regarding valuation methods and benefit allocation mechanisms.
3. By which methods can brand value be determined?
Brand value is commonly determined based on the following methods:
- Cost approach: Determining value based on the costs incurred in building the brand.
- Market approach: Comparing with similar transactions in the market.
- Income approach: Based on the brand’s ability to generate future profits.
In practice, these methods are often combined to ensure objectivity. However, due to the absence of unified legal standards, application still involves significant differences, which can easily lead to disputes.
III. Legal regulations related to brand valuation disputes
1. Conditions for initiating a lawsuit in a brand valuation dispute
According to the Civil Procedure Code 2015, amended in 2025, to initiate a lawsuit concerning a brand valuation dispute, the following basic conditions must be met:
- Right to initiate legal proceedings: The subject must have lawful rights and interests infringed upon (Article 186).
- Existence of an actual dispute: It arises from conflicts related to determining or allocating brand value.
- Correct determination of court jurisdiction: Based on territory and level of adjudication (Articles 35 and 39).
- The statute of limitations for initiating the lawsuit has not expired under legal provisions.
In addition, in some cases, the parties may choose commercial arbitration based on agreement (Law on Commercial Arbitration 2010).
2. Statute of limitations for initiating a brand valuation dispute
The statute of limitations depends on the nature of the dispute:
- According to the Civil Code 2015 (Article 429): The statute of limitations for contractual disputes is 03 years from the date the claimant knew or should have known that their rights and interests were infringed.
- For disputes related to intellectual property rights, the statute of limitations is also applied according to the general principles of civil law.
Correct determination of the limitation period is important because if it expires, the Court may refuse to accept the lawsuit.
3. Procedure for resolving brand valuation disputes
The dispute resolution process under the Civil Procedure Code 2015, amended in 2025, usually goes through the following steps:
- Negotiation and mediation: The parties negotiate directly or through a third party.
- Filing a lawsuit at Court or Arbitration: If no agreement is reached.
- Acceptance and resolution of the case: According to the Civil Procedure Code 2015 (acceptance, mediation, first-instance trial, appellate trial if any).
- Judgment enforcement: After the judgment/decision becomes legally effective.
During the resolution process, the Court often needs to request expert appraisal or asset valuation to determine brand value as the basis for dispute resolution.
4. How does a brand valuation dispute affect the validity of a transfer transaction?
A brand valuation dispute may affect the validity of a transaction in certain cases:
- It does not invalidate the transaction if it is merely a dispute over value; the parties may request adjustment of obligations (for example, adjustment of transfer price).
- It may make the transaction invalid if it violates validity conditions under Article 117 of the Civil Code 2015, such as: Fraud or serious mistake regarding brand value; the content or purpose of the transaction violates legal prohibitions; the subject does not have the right to dispose of the brand.
In addition, if the brand has not been protected or does not meet conditions for trademark transfer under the Law on Intellectual Property 2005, amended in 2009, 2019, 2022, and 2025, the transaction may also be invalid or not recognized.
IV. Questions related to brand valuation disputes
1. Is mediation mandatory before filing a lawsuit in a brand valuation dispute?
Brand valuation disputes are not required to undergo mediation before filing a lawsuit. According to Article 186 of the Civil Procedure Code 2015, individuals and organizations have the right to directly initiate legal proceedings at Court. However, the Court will still conduct mediation during the case resolution process under Article 205 of the Civil Procedure Code 2015.
2. Can the parties agree on a post-transaction price adjustment mechanism to limit dispute risks?
Based on the principle of freedom, voluntariness in commitments and agreements under Article 3 and contract provisions under Article 385 of the Civil Code 2015, the parties may fully prepare a post-transaction price adjustment mechanism in the contract to control arising risks.
In practice, for transactions involving complex valuation factors such as transfers of enterprises, brands, or intangible assets, determining value at the signing time is often estimated and depends on many assumptions. Therefore, parties commonly agree on mechanisms such as post-audit price adjustment, prices connected to future business performance, or adjustments according to actual financial fluctuations.
3. Can a court be requested to appoint an independent brand valuation organization?
According to Articles 102 and 104 of the Civil Procedure Code 2015, during civil proceedings, the Court has the authority to request expert examination or asset valuation when necessary to clarify case details. For disputes relating to brand value, using an independent valuation organization is highly necessary to ensure objectivity, scientific accuracy, and transparency.
Litigants also have the right to request the Court to implement such procedures if they believe the initial valuation result is inaccurate or shows signs of lacking objectivity. However, whether such a request is accepted falls under the Court’s discretion based on its assessment of necessity and suitability for the resolution process.
4. Which party bears the cost of re-valuation of brand value?
According to Article 157 of the Civil Procedure Code 2015, the general principle is that valuation costs must be advanced by the party making the request. It ensures that case resolution is not delayed due to lack of funds for necessary procedural activities.
However, when the case is resolved, the Court will decide which party ultimately takes such costs based on the judgment results. Usually, the party whose request is not accepted or the party at fault causing the need for re-valuation must bear the corresponding costs.
If the re-valuation result proves that one party’s request is well-grounded, the costs may be shifted to the other party. Therefore, the final obligation depends not only on who made the request but also on the dispute resolution outcome and the reasonableness of the request.
5. Can a contract be declared invalid if brand value is misrepresented?
According to Articles 117, 126, and 127 of the Civil Code 2015, a civil transaction may be declared invalid if it does not satisfy validity conditions or if its conclusion is affected by mistake or fraud. Where brand value is significantly misrepresented, causing one party to misunderstand the nature or actual value of the transaction, grounds may arise to request the contract to be declared invalid.
Especially, if it can be proven that there was intentional provision of false information to induce the other party to enter into the contract (fraud), the likelihood of invalidation is very high.
However, in practice, proving “mistake” or “fraud” is not simple and requires clear evidence of the causal relationship between the false information and the decision to enter into the contract. It shows that although the law allows such claims, application must be carefully considered to ensure the stability of civil transactions.
V. Why you should seek legal advice from NPLaw regarding brand valuation disputes
Since brand valuation disputes involve civil law, corporate law, and intellectual property law simultaneously, obtaining legal advice is highly necessary. Lawyers at NPLaw assist in assessing risks, determining legal grounds, collecting evidence, and participating in dispute resolution, helping parties effectively protect their lawful rights and interests.
The above information is for reference purposes only. If you require detailed advice for your specific case, please contact NPLaw Firm for immediate consultation.
