CASE 1 (25 marks):

In June 2019, Ms. Lan called for the contribution of capital to establish Lan Nguyen Co., Ltd. which based in District 3, Ho Chi Minh City. There were 4 members participating in the establishment of the company, namely: Ms. Lan, Ms. Trang, Mr. Phu and Ms. Ngoc.

In particular, Ms. Lan contributed 35% of the charter capital, Ms. Trang contributed 20%, Mr. Phu contributed 15% and Ms. Ngoc contributed 30%. Ho Chi Minh City Department of Planning and Investment issued the enterprise certificate for the company. According to the agreement, Ms. Lan is the chairperson of the board of members; Mr. Phu will be the director and concurrently serve as the legal representative of the company.

On October 10, 2019, Ms. Lan convened the Members' Council to amend the Company's Charter. However, only Ms. Lan and Mr. Phu attended the meeting. The decision to change this charter was only approved by Ms. Lan and Mr. Phu.

Please advise:

1. Is the decision to amend the company's charter valid or not? Why?

2. Assuming that the company is operating in e-commerce services. On September 1, 2019, Lan Nguyen Company sold Phan Thi Company which based in Ninh Kieu District, Can Tho City the number of 200 air-conditioned named Toshiba. In the contract signed by the two parties, Phan Thi Company will pay for the contract in 2 times, the first time the payment shall correspond to 100 pieces, the second time Phan Thi shall pay the remaining on April 10, 2020. However, the deadline had ended for 4 months; Phan Thi had not yet paid the full amount for the second time.

Please advise if this is a commercial/business dispute? Why? If Lan Nguyen would like to bring the case to a court, which court has jurisdiction to resolve it?

Lan Nguyen wants the case to be resolved by arbitration, but in the contract and in the dispute settlement clause, there is no provision for arbitration. So, if Lan Nguyen wanted to resolve by arbitration, what would it do?

3. In July 2020, if Mr. Phu wants to set up his own private enterprise, is it possible

for him to do so?