CASE 2 (25 marks):

Dai Phat Construction Company Limited is based in Binh Thanh District, Ho Chi Minh City which includes 04 members: Mr. An, Mr. Binh, Mr. Canh and Mr. Dung. According to the Company's Charter, Mr. An is the chairman of the Members' Council; Mr. Canh is the director of the company and concurrently is the legal representative of the company.

On February 10, 2019, Mr. An represented the company to sign a contract to buy 300 tons of steel from Hoa Loi Limited Liability Company which headquartered in Binh Chanh district without the authorization of Mr. Canh, but he but discussed with Mr. Canh via SMS and the contract was done with Mr. Canh's approval.

Please advise:

1. Is the contract signed by Mr. An valid or not? Why?

2. In May 2020, Dai Phat Company signed a contract to buy 150 tons of Holcim cement from Nhat Minh Company. Nhat Minh delivered goods to Dai Phat in late June 2020. When receiving the goods, Dai Phat noticed that this was not Holcim cement as stated in the contract but it was fake, poor quality cement labelled Holcim.

Please advise if Dai Phat Company have the right to unilaterally terminate the contract and claim compensation?

3. In the event of a dispute arisen, what kinds of means of settlement of the dispute would be available? How would the case be resolved in those ways?