【#1】Luật Sư Vô Pháp Vietsub Hd

Luật Sư Vô Pháp, Lawless Lawyer 2021. Bong Sang Pil (Lee Jun Ki) là một luật sư có quá khứ làm đầu gấu giang hồ, chuyên sử dụng nắm đấm và lợi dụng những lỗ hổng trong luật pháp để thắng kiện. Xin hãy trông chờ vào sự thể hiện của cô ấy trong Lawless Lawyer”.

(Season 1), Disclaimer: This site is absolutely legal and contain only links to other sites on the Internet : (dailymotion.com, chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi chúng tôi and many others… ) We do not host or upload any video, films, media files (avi, mov, flv, mpg, mpeg, px, dvd rip, mp3, mp4, torrent, ipod, psp), chúng tôi is not responsible for the accuracy, compliance, copyright, legality, decency, or any other aspect of the content of other linked sites. Luật Sư Vô Pháp (Lawless lawyer) có nội dung xoay quanh những câu chuyện về anh chàng luật sư ngổ ngáo. Lawless Lawyer được lên kế hoạch phát sóng vào tháng 5 sau khi phát sóng “Live” kết thúc…. Chia sẻ về sự tham gia của Seo Ye Ji trong phim, phía nhà sản xuất cho hay: Xem phim Luật sư vô pháp, Lawless Lawyer 2021 tập 16/ 16 FULL HD NỘI DUNG CHÍNH Phim Luật Sư Vô Pháp là câu chuyện về luật sư Bong Sang Pil (Lee Jun Ki), thay vì nhờ vào luật pháp thì anh chàng này lại dùng nắm đấm của mình để giải quyết mọi vấn đề, qua , #coi Lawless Lawyer thuyết minh full hd 2021, #coi Luật Sư Vô Pháp Vietsub full hd 2021, #coi phim Lawless Lawyer thuyết minh full hd 2021, #coi phim Lawless Lawyer Vietsub full hd 2021, #coi phim Luật Sư Vô Pháp Vietsub full hd 2021, #download Lawless Lawyer thuyết minh full hd 2021, #download Lawless Lawyer Vietsub full hd 2021, #download Luật Sư Vô Pháp Vietsub full hd 2021, #download phim Lawless Lawyer thuyết minh full hd 2021, #download phim Lawless Lawyer Vietsub full hd 2021, #download phim Luật Sư Vô Pháp Vietsub full hd 2021, #phim Lawless Lawyer thuyết minh full hd 2021, #phim Lawless Lawyer Vietsub full hd 2021, #phim Luật Sư Vô Pháp Vietsub full hd 2021, #tải Lawless Lawyer thuyết minh full hd 2021, #tải Luật Sư Vô Pháp Vietsub full hd 2021, #tải phim Lawless Lawyer thuyết minh full hd 2021, #tải phim Lawless Lawyer Vietsub full hd 2021, #tải phim Luật Sư Vô Pháp Vietsub full hd 2021, #Xem Lawless Lawyer thuyết minh full hd 2021, #Xem Luật Sư Vô Pháp Vietsub full hd 2021, #Xem phim Lawless Lawyer thuyết minh full hd 2021, #Xem phim Lawless Lawyer Vietsub full hd 2021, #Xem phim Luật Sư Vô Pháp Vietsub full hd 2021. Và dần dần bắt đầu mối quan hệ thân thiết hơn với anh. Lawless Lawyer được lên kế hoạch phát sóng vào tháng 5 sau khi phát sóng “Live” kết thúc… Mời các bạn xem bộ phim Luật Sư Vô Pháp phụ đề vietsub full HD.

Luật Sư Vô Pháp, Lawless Lawyer câu chuyện xoay quanh Bong Sang-Pil là một cựu thành viên băng đảng, nhưng bây giờ anh ta là luật sư.

Bộ phim Luật Sư Vô Pháp thuyết minh / Vietsub – Lawless Lawyer (2018), được sản xuất năm 2021. Luật Sư Vô Pháp, Lawless Lawyer 2021 Luật sư vô pháp là một bộ phim truyền hình Hàn Quốc thể loại xử án, tội phạm. Đồng hành cùng anh là Han Jae Yi (Seo Ye Ji).

Lawless Lawyer chính là thước phim tiếp theo được lên sóng trên kênh tvN vào khung giờ vàng 21h tối thứ 7 và chủ nhật hàng tuần, phim thay thế cho sự kết thúc của live và được nhiều khán giả … Luật Sư Bá Đạo / Luật Sư Vô Pháp – Lawless Lawyer, Lawless Lawyer 2021 Hoàn tất (16/16) HD. Thông tin – Lịch chiếu: Phim Đang Cập Nhật Vào Buổi Tối Mỗi Ngày.

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【#2】81 Bộ Phim Về Luật Sư Và Nghề Luật Hay Nhất (Review + Link)

1. Tố tụng (Suits) – TV Series “SUIT”, Mỹ (2011- now):

Suits là một series phim truyền hình pháp lý của Mỹ sản xuất và chấp bút bởi Aaron Korsh. Suits được giả lập tại một công ty luật hư cấu trong thành phố New York. Tâm điểm của chương trình chính là anh chàng tài năng bỏ học giữa chừng – Mike Ross (Patrick J. Adams). Ban đầu, anh hoạt động như một trợ lý luật sư cho Harvey Specter (Gabriel Macht) mặc dù chưa bao giờ thực sự theo học trường luật, và đi lên chỉ nhờ thi hộ. Bộ phim tập trung vào quá trình làm việc, các vụ án điển hình từ dân sự đến hình sự, hành chính tại Mỹ mà luật sư thiên tài Harvey và Mike đã tham gia cũng như câu chuyện bảo vệ bí mật của Mike…

Link: (Phần 9: http://www.phimmoi.net/phim/to-tung-phan-9-9357/) Lưu ý, tìm trên chúng tôi để xem đầy đủ tất cả các phần (gồm 9 phần).

Phim Hàn Quốc Đấu Trí: Choi Kang-Seok là luật sư huyền thoại với một công ty luật đứng đầu Hàn Quốc. Anh ấy là một người đầy uy tín với vẻ ngoài gây ấn tượng. Go Yeon-Woo đã được thuê với tư cách là luật sư tập sự trong công ty luật của Choi Kang-Seok. Go Yeon-Woo có một trí nhớ tuyệt vời…

Link: http://www.phimmoi.net/phim/dau-tri-6669/

    10 Rillington Place – Căn hộ số 10 ở Rillington (1971)

Dựa trên câu chuyện có thật, bộ phim mang màu sắc kinh dị này kể về vụ án với nhiều sai phạm cho thấy sự yếu kém của hệ thống thực thi công lý, một trong những vụ án chủ chốt cuối cùng đã dẫn đến quyết định bỏ án tử hình của nước Anh năm 1965.

Timothy Evans, một người xứ Wales, chuyển đến London cùng gia đình. Anh cùng vợ trọ tại căn hộ số 10 Rillington của John Christie, một kẻ chuyên sử dụng chiêu chữa bệnh cho phụ nữ để giết hại và cưỡng bức họ. Cái chết của vợ và con gái Tim cùng việc anh này khai nhận tội đã định sẵn bản án tử hình cho Tim dù quá trình điều tra cho thấy nhiều dấu hiệu bất thường. Vụ việc chỉ được lật lại khi ba năm sau đó khi người ta tìm thấy xác của các nạn nhân khác chết dưới tay của Christie.

Căn hộ số 10 ở Rillington là một tiếng chuông cảnh báo tại sao án tử hình cần phải được xóa bỏ.

    Judgment at Nuremberg (tạm dịch: Phán quyết tại Nuremberg) (1961)

Lấy bối cảnh ở Nuremberg, Đức năm 1948, bộ phim xoay quanh phiên tòa xét xử bốn thẩm phán và công tố viên người Đức vì đã phạm phải những tội ác chống lại loài người khi sử dụng chức quyền của mình để thực hiện tội ác diệt chủng đối với người Do Thái. Người phải chịu trách nhiệm cho những tội ác này không chỉ có mình Hitler. Người ta đã nhân danh luật pháp để tiến hành những việc làm phi nhân tính, cho phép bỏ tù hoặc kết tội chết một người chỉ vì tôn giáo, dân tộc, niềm tin chính trị của anh ta.

Bộ phim đáng xem không chỉ vì ý nghĩa lịch sử của nó, mà còn giúp hiểu thêm bối cảnh ra đời của các Tòa Xét xử Tội phạm Quốc tế chuyên xét xử tội phạm chiến tranh.

Bộ phim Đối tác đáng ngờ với sự góp mặt của nam diễn viên Ji Chang Wook và nữ diễn viên Nam Ji Huyn đã khuấy động mà ảnh châu Á năm 2021.

Trong phim này, Noh Jin Wook (Ji Chang-wook) là một công tố viên có tính cách “tsundere” (bên ngoài mạnh mẽ nhưng thực chất bên trong lại yếu đuối), và Eun Bong Hee (Nam Ji Hyun), một nhân viên tập sự của tòa án giàu lòng nhiệt huyết. Cả hai hợp tác giải quyết một vụ án và dần nảy sinh tình cảm với nhau…

Link phim: https://vietsubtv.org/phim-doi-tac-dang-ngo1-16815.html

Với sự tham gia của ngôi sao Edward Woodward và Jack Thompson, đây là một phim điện ảnh xuất sắc về tòa án quân sự Úc trong thời Chiến tranh Boer. Trong phim, ba viên trung úy người Australia được xem là bị oan khi bị truy tố vì đã hành hình các tù nhân chiến tranh. Phim nhấn mạnh màn thể hiện của các luật sư biện hộ cho họ trước tòa.

Link phim: http://phim.hdzone.vn/chitiet/Breaker-Morant.1900/ https://www.dailymotion.com/video/x6u01xm Link phim: http://www.phimmoi.net/phim/toi-la-sam-3915/ Link phim: https://hatde.tv/xemphim/amistad-12449

Một câu chuyện độc đáo về trường hợp giành quyền chăm sóc con của một người cha thiểu năng (Sean Penn thủ vai). Đó là người cha đơn thân chỉ có trí tuệ của một đứa trẻ 7 tuổi. Khi cơ quan phúc lợi trẻ em đưa con gái 7 tuổi của anh ta đi, anh ta đã thuê một luật sư (do Michelle Pfeiffer thủ vai) để thay mặt mình đòi lại quyền nuôi đứa bé. Phim có nhiều cảnh đáng suy ngẫm tại phòng xử án.

Đây là một phim lịch sử do Stephen Spielberg đạo diễn. Phim kể về những nô lệ châu Phi đã nổi dậy chống lại việc bị người da trắng bắt và vận chuyển lên tàu La Amistad, một con tàu buôn bán nô lệ. Tập trung vào các cảnh trong phòng xử án nơi các nô lệ bị buộc tội nổi loạn, câu chuyện kết thúc với một phán quyết của Tối cao Pháp viện Hoa Kỳ, cho rằng các nô lệ đã bị bắt cóc sai trái và có quyền nổi dậy. Phán quyết đã ra lệnh trả tự do cho các nô lệ này.

Với sự tham gia của ngôi sao màn bạc Michael Caton, đây là một bộ phim cực kỳ hài hước của Úc nói về việc một gia đình bị chính phủ chiếm đoạt ngôi nhà – vốn là tất cả đối với họ (tiêu đề bắt nguồn từ câu nói “đối với một người thì ngôi nhà của họ chính là một lâu đài” (tức là ngôi nhà có ý nghĩa hơn bất kỳ thứ gì trên đời).

Link phim: https://vphim.net/phim/the-castle-lau-dai-AAEJK/

    Chuyện Nàng Luật Sư, Woman With A Suitcase 2021

Phim Chuyện Nàng Luật Sư (Woman With A Suitcase) có nội dung kể về câu chuyện của 1 cô gái tên là Cha Geum-Joo. Cô làm quản lý tại 1 văn phòng luật sư. Vì sai sót mà cô bị bắt giam. Tưởng như sự nghiệp của cô kết thúc ở đây, nhưng rồi vượt qua mọi khó khăn… Phim Chuyện nàng luật sư có sự tham gia của Choi Ji Woo, Joo Jin Mo, Jeon Hye Bin, Lee Joon.

Link phim: https://bomtantv.org/phim-chuyen-nang-luat-su-1480.html

    In The Name Of The Father – Nhân danh Cha (1993)

In The Name Of The Father là bộ phim dựa trên câu chuyện có thật xảy ra ở Anh vào năm 1974. Theo đó, 4 người bị án oan trong vụ dàn xếp đánh bom tại quán rượu.

Trong phim, người cha bị kết án oan đánh bom chịu án 14 năm tù có một người con trai đã tìm đến một vị luật sư giỏi đề bào chữa vụ án. Cuối cùng chân tướng sự việc có được phơi bày? Người trong sạch có được rửa sạch nỗi oan không?

Link phim: https://vphim.net/xem-phim/in-the-name-of-the-father-nhan-danh-cha-HFGI/full-hd.html

    North Country – Không thể im lặng:Phim dựa trên một câu chuyện có thật, phim kể về một nữ nhân viên (Charlize Theron thủ vai) bị quấy rối tình dục tại nơi làm việc mà phần đông lao động là nam giới. Câu chuyện diễn ra ở một khu mỏ tại Minnesota. Từ những phản kháng ban đầu, vụ việc dần trở thành một vụ kiện quấy rối tình dục đầu tiên trong lịch sử tư pháp Hoa Kỳ.

Link: https://phimv8.com/phim/khong-the-im-lang-3649

    Murder In The First – Lần đầu giết người (1995)

Murder In The First là bộ phim xoay quanh nhà tù khét tiếng Alcatraz, nơi có một tù nhân bị giam cầm bởi án oan đến mức điên loạn. Để trả lại trong sạch cho người tù nhân tội nghiệp một luật sư trẻ tuổi đã quyết định lật lại vụ án và tìm ra kẻ phạm tội thật sự.

Link: https://vphim.net/xem-phim/murder-in-the-first-lan-dau-giet-nguoi-IFJH/full-hd.html

The Hurricane xứng đáng lọt top đầu những bộ phim luật sư hay nhất mọi thời đại khi khai thác đề tài này với cốt truyện vô cùng lôi cuốn.

Phim kể về câu chuyện một võ sĩ đấm bốc người da đen Mỹ Rubin Carter bị ngồi tù oan 20 năm về tội danh giết người và những nỗ lực điều tra của vị luật sư. Ngoài đề cao công lý, phim còn lên án sự phân biệt chủng tộc để lại nhiều suy ngẫm cho khán giả.

Link: http://movie.onb.vn/movie/the-hurricane-tay-dam-cuong-phong_10762.html

Conviction là câu chuyện dựa trên vụ án có thật của một người mẹ đơn thân có người anh trai bị kết án giết người oan. Để rửa sạch tội danh không có thật cho anh trai, cô đã tìm lại về trường và theo đuổi nghề luật sư.

Xem phim, khán giả bị lôi cuốn bởi hành trình tìm bằng chứng và lật lại vụ án của bà mẹ đơn thân. Phim cũng truyền tải ý nghĩa sâu sắc về tình thân giữa những người yêu thương trong cùng gia đình.

Link: http://ww.xemvtv.net/phim-ket-an-11213.html

Link phim: http://ww.xemvtv.net/phim-ke-chu-muu-11363.html

Link phim: http://www.phimmoi.net/phim/nguoi-luat-su-10387/

    Bridge Of Spies – Người đàm phán (2015)

Bridge Of Spies là bộ phim lấy bối cảnh lịch sử thời kỳ chiến tranh lạnh, một bị cáo bị kết tội làm gián điệp cho Liên Xô. Thế nhưng, để bảo vệ pháp lý và chứng minh sự trong sạch cho tội nhân này, một vị luật sư đã quyết định vào cuộc.

Xem phim, khán giả sẽ phải hồi hộp với những tình huống kịch tính ngay tại tòa án và những khó khăn, nguy hiểm mà vị luật sư phải đối mặt.

Link: http://www.phimmoi.net/phim/nguoi-dam-phan-3194/xem-phim.html

Link phim: http://www.phimmoi.net/phim/tieu-diem-i2-3599/

Loving là câu chuyện có thật kể về một cặp vợ chồng Mỹ từng bị tống giam vì cuộc hôn nhân đa sắc tộc của họ và cuộc hôn nhân ấy đã góp phần “lật đổ” bộ luật cấm hôn nhân đa sắc tộc ở xứ cờ hoa. Nội dung phim là cuộc chiến tại tòa của Richard và Mildred Loving, cặp vợ chồng liên chủng tộc “trắng-đen”. Họ là những người đã chiến thắng pháp luật của bang Virginia về “cấm kết hôn đa sắc tộc” với phán quyết của Tối cao Pháp viện Hoa Kỳ vào năm 1967 thông qua án lệ Loving vs. Virginia.

Link phim: http://www.phimmoi.net/phim/yeu-6014/xem-phim.html

    Phim Sự im lặng (Scilenced):Bộ phim nói về Kang In Ho – một giáo viên mới được bổ nhiệm tại một trường học khiếm thính ở thành phố Mujin. Trên đường đến chỗ làm mới, In Ho tình cờ gặp được Yoo Jin, một nhân viên tại Trung tâm Nhân quyền Mujin.

Tại ngôi trường mới, In Ho và Yoo Jin phát hiện ra những chuyện không tưởng do các giảng viên tại trường thực hiện với chính học sinh của mình. Và Kang In Ho đưa vụ án ra ánh sáng, tuy nhiên cuộc đời không phải lúc nào cũng có sự công bằng. Là một bộ phim rất đáng xem, rất có giá trị giáo dục đối với những người học luật nói chung và những luật sư tương lai nói riêng.

Link phim: http://www.phimmoi.net/phim/su-im-lang-4139/

    Phim Hy Vọng (Hope):Là câu chuyện về bi kịch xảy đến với cô con gái bé nhỏ So-won trong một lần đi học từ trường về nhà. Cha cô bé – Dong-hoon – nhận được điện thoại từ bệnh viện thông báo So-won đang bị chấn thương cả về thể xác lẫn tinh thần. Liệu gia đình của họ có vượt qua được quá khứ và trở về là một mái ấm như ngày xưa.

Link phim: http://www.phimmoi.net/phim/hy-vong-4138/xem-phim.html

    Legally Blonde – Luật sư không bằng cấp:Phim là câu chuyện về cô gái trẻ Elle Woods (Reese Witherspoon), người đang đau khổ vì bị người yêu đá vì anh ta muốn tới trường đại học danh tiếng Harvard để học luật và muốn tìm một cô gái khác phù hợp với mình hơn là Elle. Để chứng tỏ cho người yêu cũ biết rằng mình không chỉ có não mà còn rất thông minh nữa kìa, Elle quyết tâm tới Harvard – ngôi trường nơi tình cũ của cô theo học – và trở thành luật sư. Với sự hòa đồng, thân thiện song không kém phần mạnh mẽ, Elle dần chinh phục được tất cả bằng nghị lực của mình. Kết quả thậm chí quá bất ngờ với Elle khi cô được trở thành luật sư bào chữa cho một vụ giết người ở Beverly Hills…

Link phim: https://phimhdonline.tv/luat-su-khong-bang-cap-legally-blonde/

Link phim: https://vphim.net/phim/erin-brockovich-nghi-luc-song-DAFC/

Phim là thiên sử thi về cuộc đời của Mahatma Gandhi, khởi đầu là một luật sư ở Nam Phi và kết thúc khi Ấn Độ được giải phóng khỏi sự thống trị của Anh quốc nhờ phương pháp đấu tranh bất bạo động của ông. Ben Kingsley đã xuất sắc vượt qua hàng ngàn ứng viên khác để được thủ vai chính trong bộ phim do Richard Attenborough làm đạo diễn.

Link phim: http://movies.hdviet.com/phim-cuoc-doi-gandhi-gandhi.html

25 Years A Slave – 12 năm nô lệ: Một bộ phim rất hay về sự bình đẳng và quyền con người. Trong lời thoại phim có một ý rằng: Sự phân biệt chủng tộc vốn là hệ luỵ của một sự phán đoán lệch lạc. Nó có thể đúng ở một chế độ chính trị, một nền pháp lý như hiện tại. Nhưng trong một hệ quy chiếu khác của tương lai, chưa chắc nó đã đúng!

Link phim: http://phim.keeng.vn/12-nam-no-le-12-years-a-slave-f911466.html

    Bằng chứng thép:Phim Hongkong với những diễn viên khá quen mặt, nội dung kịch bản rất li kì, các vụ án được tác giả viết ra rất hay với những lập luận sắc bén của cảnh sát điều ra. Xem phim này có thể rèn tư duy pháp lý, tư duy phán đoán tình huống rất tốt, đặc biệt tốt với sinh viên luật.

Link phim: https://vietsubtv.org/phim-bang-chung-thep-2341.html

    Don’t Cry Mommy – Mẹ ơi đừng khóc:Phim này nói về nạn xâm hại tình dục trong học đường. Coi ức chế kinh khủng vì người phạm tội không được trừng trị thích đáng, đôi khi mình thật sự rất đồng tình với cách làm của người mẹ trong phim bởi vì người mẹ ấy thật sự không còn tí hi vọng nào nữa.

Link phim: http://www.phimmoi.net/phim/me-oi-dung-khoc-4715/

    A Time To Kill – Một thời để giết (1996):Nội dung A Time to Kill bắt đầu bằng việc một bé gái da đen đã bị cưỡng hiếp và hành hạ bởi 2 thanh niên da trắng. Cha cô bé, trong lúc phẫn uất và mất niềm tin vào pháp luật, đã dùng súng giết chết 2 kẻ bất nhân này, và bị khép tội giết người. Một luật sư da trắng, đã đứng ra bào chữa và bảo vệ người đàn ông đáng thương này.

Link: https://vietsubtv.org/phim-mot-thoi-de-giet-10304.html

    Philadelphia (1993):Bộ phim lấy bối cảnh thập niên 80 tại Mỹ, và mạnh dạn đề cập đến những vấn đề nhức nhối trong xã hội Mỹ thời bấy giờ: sự kì thị những người mắc bệnh AIDS, và chứng ghê sợ những người đồng tính luyến ái.

Nội dung Philadelphia kể về Andrew Beckett, một luật sự trẻ xuất sắc, đang làm việc cho một công ty luật hàng đầu tại Philadelphia. Một ngày, người ta phát giác anh bị AIDS và đồng tính, nên đã dùng một cái cớ đuổi việc anh. Andrew Beckett, đã quyết định sẽ kiện hãng luật này, trong một cuộc đấu tranh căng thẳng và gai góc.

Link: https://vietsubtv.org/xem-phim/philadelphia-4579/full.html

    Liar Liar – Nói dối như cuội (1997):Liar Liar kể về Fletcher Reede, một luật sư có khả năng nói dối không chớp mắt. Sau nhiều lần bị bố hứa lèo, cậu con trai của anh đã ước trong ngày sinh nhật của mình rằng, cha mình sẽ có một ngày không thể nào nói dối. Và điều ước đã thành sự thật, vào đúng cái ngày Fletcher Reede phải ra tòa. Bộ phim, vui nhộn, nhẹ nhàng, đậm màu sắc giải trí, nhưng cũng không quên lồng ghép những bài học ý nghĩa.

Link phim: https://vphim.net/phim/liar-liar-dung-noi-doi-bo-oi-AAKCJ/

    Primal Fear – Tột cùng sợ hãi (1996):Nội dung phim kể về vụ án một tu sĩ trẻ bị kết án giết một vị giám mục tại Chicago. Tin rằng cậu tu sĩ trẻ này là kẻ bấn loạn thần kinh, vị luật sư này tìm mọi cách bảo về cậu ta trên tòa và cuối cùng giúp cậu ta trắng án. Thế nhưng, sau đó, ông đã nhanh chóng nhận ra mình đã sai lầm nghiêm trọng.

Link: https://vphim.net/phim/primal-fear-tot-cung-so-hai-AAJFD/

Link: http://khoaitv.hdmoi.net/nhan-danh-cong-ly/

    Fracture – Sự rạn nứt (2007):Fracture kể về Ted Crawford, một chuyên gia tài năng, tỉ mỉ, tính cách đa dạng và rất lạnh lùng. Ông có một cuộc hôn nhân thất bại, khi cô vợ trẻ đã ngoại tình. Phát hiện vợ ngoại tình, Ted Crawford âm mưu giết chết cô, và sắp đặt một vụ ám sát hoàn hảo. Thế nhưng, cô vợ chưa chết. Ted cùng với luật sư đã giúp mình trắng án là Willy Beachum, đã bước vào một cuộc đấu trí căng thẳng, với hàng loạt những âm mưu, thủ đoạn.

Link: https://vphim.net/xem-phim/fracture-ran-nut-BGBK/full-hd.html

    Remember – Hồi ức:Bộ phim Remember xoay quanh câu chuyện về cậu học sinh Seo Jin Woo (Yoo Seung Ho) mắc hội chứng “trí nhớ siêu phàm”, có khả năng ghi nhớ cụ thể và chi tiết những chuyện xảy ra trong quá khứ đến mức tiểu tiết nhất. Jin Woo quyết tâm sử dụng năng lực thiên tài của mình để theo đuổi nghề luật sư để tìm ra thủ phạm thật sự trong vụ án oan của cha mình – ông Seo Jae Hyuk – người bị mắc chứng mất trí nhớ Alzheimer. Nhưng không ngờ, người cha lại bất ngờ qua đời trong khi con trai Jin Woo đang ngày đêm đấu tranh cho sự vô tội của ông. Đứng trước nỗi đau thương tột cùng, Jin Woo còn phải đối phó với tình trạng mất trí nhớ dần dần của mình.

Link: http://www.phimmoi.net/phim/hoi-uc-remember-3468/

    I Can Hear Your Voice – Đôi tai ngoại cảm:Đây là một bộ phim tình cảm Hàn Quốc nhưng được xây dựng với mục đích tuyên truyền pháp luật. Toàn bộ quá trình xử án, các nhà làm phim đã trích dẫn các điều luật quan trọng được công tố viên và luật sư sử dụng trong vụ án, giúp người dân Hàn Quốc nâng cao ý thức pháp luật.

Bộ phim là quá trình kể về việc điều tra, đi tìm chứng cứ các vụ án Hình sự, dân sự điển hình của các Luật sư và công tố viên trẻ cũng như ước vọng của họ về một đất nước công lý luôn được bảo vệ.

Link: https://vietsubtv.org/phim-doi-tai-ngoai-cam-8770.html

36. The Great Debaters – Những nhà hung biện (2007): Bộ phim dựa trên một câu chuyện có thật dựa trên bài báo của tác giả Tony Scherman được đăng trên tạp chí American Legacy vào mùa xuân năm 199, cốt truyện xoay quanh những nỗ lực đáng khâm phục của huấn luyện viên Melvin B. Tolson (Denzel Washington thủ vai) tại trường Đại học da màu lịch sử Wiley – nơi mà đội của ông luôn đề cao sự bình đẳng với người da trắng ở miền Nam nước Mỹ suốt năm 1930. Với sự nỗ lực không ngừng nghỉ, họ đã chiến thắng đội hùng biện của Đại học Harvard và dành giải vô địch.

Điểm nổi bật của bộ phim là những màn tranh luận mạnh mẽ về nhân quyền của người da màu tại nước Mỹ sẽ bổ sung cho bạn cách trình bày thuyết phục nhất trong thuyết trình tại trường.

Link: https://vietsubtv.org/phim-nhung-nha-hung-bien-4364.html

Một bộ phim về nhà tù Alcatraz khét tiếng với sự tham gia diễn xuất của Christian Slater, Kevin Bacon và Gary Oldman. Christian Slater trong vai một luật sư trẻ đã nhận vụ án của một tù nhân Alcatraz, người bị biệt giam một cách oan uổng trong nhiều năm và vì thế đã trở nên điên loạn.

Link: https://hatde.tv/xemphim/murder-in-the-first-6406

    Reversal of Fortune – Số phận may rủi – 1990: Reversal of Fortune dựa trên một câu chuyện có thật: Giáo sư Luật Harvard Alan Dershowitz tiếp nhận vụ việc của nhà công tác xã hội Claus von Bulow, kháng cáo bản án kết tội ông ta vì đã cố giết vợ mình. Phim miêu tả đặc sắc quá trình giáo sư Dershowitz và sinh viên của mình chuẩn bị cho phiên phúc thẩm.

Link: https://www.imdb.com/title/tt0100486/

    Selma – Giấc mơ thay đổi cả thế giới: Một bộ phim với sự tham gia diễn xuất của David Oyelowo và Carmen Ejogo. Selma kể về câu chuyện của nhà hoạt động nhân quyền Dr. Martin Luther King, Jr. và chiến dịch của ông vận động cho quyền bầu cử bình đẳng của người dân miền Nam nước Mỹ.

https://khoai.tv/xemphim/to-kill-a-mockingbird-giet-con-chim-nhai-1665

Link: https://phimhay.co/giac-mo-thay-doi-ca-the-gioi-12662/

Phim được chuyển thể từ tiểu thuyết cùng tên của nhà văn Harper Lee, kể về câu chuyện của Atticus Finch và con gái Scout của ông, cũng như quá trình Atticus bảo vệ một người đàn ông da đen bị kết án oan về tội hiếp dâm, trong bối cảnh phân biệt chủng tộc sâu sắc trong xã hội Mỹ đầu thế kỷ XX. Atticus Finch do Gregory Peck thủ vai và anh đã giành giải Oscar cho hạng mục nam diễn viên chính xuất sắc nhất.

Bộ phim gây xúc động khi lột tả cuộc sống trong tù, số phận của các tù nhân và nghị lực của Andy. Bị hàm oan và nhận án chung thân dựa trên những chứng cứ gián tiếp, Andy chưa bao giờ ngừng hy vọng và mơ về tự do. Với kịch bản xuất sắc chuyển thể từ tiểu thuyết của Stephen King và bàn tay tài ba của đạo diễn Frank Darabont, The Shawshank Redemption lay động người xem bằng những thông điệp ý nghĩa về tình bạn, hy vọng và cách mà con người đối mặt với sự bất công trên thế giới.

Link: http://www.phimmoi.net/phim/nha-tu-shawshank-i1-301/

http://www.phimmoi.net/phim/12-nguoi-dan-ong-gian-du-308/

Cũng là một tác phẩm lấy bối cảnh ngục tù của đạo diễn Frank Darabont, chuyển thể từ tiểu thuyết của Stephen King, The Green Mile (Dặm Xanh) đã lấy đi nước mắt của hàng triệu khán giả vì câu chuyện quá dữ dội về sự bất công trong xã hội. Phim kể câu chuyện về cuộc đời của Paul (Tom Hanks), một viên chức coi ngục tử tù trong thời kỳ Đại suy thoái tại Mỹ. Ở nơi tăm tối ấy, Paul đã gặp John Coffey (ngôi sao quá cố Michael Clarke Duncan thủ vai) – một tù nhân da đen có vẻ ngoài hung dữ, bặm trợn nhưng bên trong lại có tâm hồn nhân hậu.

Link: https://phimhdonline.tv/dam-xanh-the-green-mile/

Chuyện phim bắt đầu ở thành phố New York – nơi mà một thanh niên 18 tuổi đến từ khu ổ chuột đang chờ xét xử vì bị buộc tội đâm chết người cha. Một bồi thẩm đoàn có 12 người đàn ông bàn thảo về tội trạng của bị cáo để đưa ra phán quyết anh ta có tội hay không. Ban đầu, 11 người cho rằng người thanh niên này có tội và định đưa phán quyết tử hình mà không cần bàn thảo. Chỉ duy nhất bồi thẩm viên số tám – người biểu quyết “vô tội” và lá phiếu của ông khiến các bồi thẩm viên khác tức giận. Bồi thẩm viên số 10 còn cho rằng hầu hết những ai xuất thân ở khu ổ chuột đều có khả năng phạm tội cao hơn người bình thường.

Link:

Quá hay, quá nổi tiếng là những từ dành cho bộ phim này. Bố già được coi là một trong những phim hay nhất của lịch sử điện ảnh, nó luôn xếp ở các vị trí dẫn đầu trong các bảng xếp hạng phim hay uy tín. Phim xoay quanh diễn biến của gia đình mafia gốc Ý Corleone trong khoảng 10 năm từ 1945 đến 1955. Mặc dù bộ phim nói nhiều về mặt xã hội và các cuộc đụng độ giữa các gia đình mafia với nhau và. Tuy nhiên, qua bộ phim chúng ta có thể thấy rõ một phần nào đó hiện thực của pháp luật thực thi, luật pháp sẽ là công cụ hay là quyền lợi.

    Lách Luật (How to Get Away with Murder)

Là một bộ phim truyền thuộc thể loại chính kịch luật pháp xen lẫn huyền bí và trinh thám kinh dị do Mỹ sản xuất dài 13 tập, kể về cuộc sống của một nhóm sinh viên trường luật do giáo sư Jack thuộc lĩnh vực bào chữa đứng đầu. Các tập tiếp theo của bộ phim sẽ cho chúng ta thấy một sinh viên tình cờ phát hiện tập hồ sơ của vụ án giết người khá bí ẩn trong thùng rác gần nơi mình ở, tính tò mò đã thôi thúc anh cùng cả nhóm tích tực điều tra, họ không hề biết rằng đây là vụ án đặc biệt nghiêm trọng mà cảnh sát muốn giấu diếm sự thật và kẻ chủ mưu đằng sau lại có hàng ngủ trong bộ tư pháp. Jack và nhóm sinh viên của ông phải bí mật điều tra để không bị phát hiện.

  • Phần 1: http://www.phimmoi.net/phim/lach-luat-phan-1-3212/
  • Phần 2: http://www.phimmoi.net/phim/lach-luat-phan-2-3213/
  • Phần 3: http://www.phimmoi.net/phim/lach-luat-phan-3-i2-4193/
  • Phần 4: http://www.phimmoi.net/phim/lach-luat-phan-4-6092/
  • Phần 5: http://www.phimmoi.net/phim/lach-luat-phan-5-7579/

Link: https://hatde.tv/xemphim/the-life-of-david-gale-cuoc-doi-cua-gale-3967

Thuộc thể loại hành động, The Fugitive (Kẻ đào tẩu) là tác phẩm rất nổi tiếng của tài tử gạo cội Harrison Ford vào thập niên 1990. Nhân vật chính của phim là bác sĩ Richard Kimble – người bị kết án oan vì cái chết của vợ mình. Thoát khỏi nhà giam liên bang, anh trở thành một kẻ vượt ngục và bị truy nã bởi các đặc vụ liên bang. Richard lên đường tìm bằng chứng chứng minh mình vô tội và đưa thủ phạm ra ánh sáng công lý…

Link: https://vphim.net/phim/the-fugitive-ke-dao-tau-FBAA/

Nhân vật chính của phim là giáo sư David Gale, người đứng trước tột cùng sự bất hạnh khi cả gia đình và sự nghiệp đều tiêu tan. Anh là một trong những người tích cực tham gia phong trào phản đối án tử hình nhưng sau lại phải lĩnh bản án đó khi cảnh sát tìm thấy thi thể một người bạn thân của anh và kết quả xét nghiệm cho thấy cô ấy bị hãm hiếp đến chết…

Với trí tưởng tượng và sự phán đoán cảm tính, Briony buộc tội cưỡng dâm cho Robbie Turner – con trai người quản gia và là người yêu của chị gái cô, Cecilia. Với lời buộc tội này, cô bé 13 tuổi chia rẽ mối tình giữa Cecilia và Robbie, đẩy chàng trai vô tội vào tù bốn năm và chết khi phục vụ trong quân đội. Trong suốt phần đời còn lại, Briony ăn năn và tìm mọi cách chuộc lại lỗi lầm…

Link: https://vietsubtv.org/phim-chuoc-lai-loi-lam-8518.html

Là series phim “đình đám” dài 5 phần của TVB vào thập niên 90, bắt đầu trình chiếu từ năm 1992. Nội dung phim xoay quanh anh chàng công tố viên Dư Tại Xuân (Âu Dương Chấn Hoa đóng) có tính cách chính trực, ngay thẳng trong cuộc việc. Anh và cô đồng nghiệp Đinh Nhu (Trần Tú Văn đóng) đã xảy ra nhiều chuyện oan gia trong cuộc việc. Bên cạnh các công tố viên còn là chuyện về chàng luật sư liêm chính như Giang Thừa Vũ (Đào Đại Vũ đóng). Lồng ghép vào những vụ tranh kiện là những bài học về cuộc sống, rằng đừng sống gian dối và độc ác, bởi luật pháp nhìn vô hình nhưng lại hữu hình một cách công bằng.

Link: https://xemphimtvb.com/phim/ho-so-cong-ly-phan-1-214/

50. Pháp Y Tần Minh (Medical Examiner Dr. Qin)

Phim Pháp Y Tần Minh chuyển thể từ tiểu thuyết Ngón Tay Thứ 7, “Bàn tay có quỷ vạn kiếp bất phục, nhân gian thái bình tồn tại Phật tâm. Kéo lớp chỉ tơ phân giải tiếng nói của tử thi, nhìn rõ mọi việc rửa sạch oan tình”. Tần Minh là pháp y tuấn tú, cao lãnh, có thâm niên cao trong lĩnh vực giải phẩu tử thi, năng lực logic vô cùng mạnh, tâm tư kín đáo. Thường rất dễ dàng tìm thấy những manh mói bị bỏ quên trên thi thể nạn nhân, điều tra vì vụ án, cung cấp những manh mối mới quan trọng cho việc phá án. “Câu chuyện của người chết” kết giao với anh, anh chính là “Qủy thủ Phật tâm”.

Câu chuyện phim được kể dưới góc nhìn của bác sĩ pháp y Tần Minh. Tần Minh cùng với trợ lý của mình là Đại Bảo, đội trưởng đội cảnh sát hình sự Lâm Đào hợp thành “Bộ ba vàng” của sở cảnh sát. Họ đã cùng với những cảnh sát khác phá giải nhiều vụ án hóc búa và bí hiểm…

Nội dung của “Quy luật sống còn” xoay quanh bốn luật sư trẻ tuổi là Lạc Ban, Chung Thanh Linh, Trác Vỹ Danh, Tương Tư Gia. Bốn con người với bốn tính cách khác nhau cùng đầu quân về một công ty luật nhỏ đang chìm trong nợ nần. Với nhiệt huyết của tuổi trẻ, cả bốn người đã hợp sức giúp công ty vượt qua khó khăn, đồng thời bảo vệ chính nghĩa cho những người bị ức hiếp. Tuy nhiên cũng chính vì họ còn trẻ, nên dần dần có người đã sa vào cám dỗ và phạm phải sai lầm…

Link: https://vietsubtv.org/phim-quy-luat-song-con-7870.html

Mang phong cách luật sư “đường phố”, phim nói về chàng luật sư “lưu manh” tên La Lực Á có cách hành xử kỳ lạ và luôn bảo vệ những người nghèo bị chèn ép. Còn Vương Tư Khổ là cô nàng luật sư thực dụng, luôn quan niệm phải cãi thắng bất chấp thân chủ là người tốt hay xấu. Hai con người hai đường lối khác nhau, trở thành oan gia và dần cả hai đã hiểu về nhau. Lúc này thì Tư Khổ lại vướng vào một vụ án nguy hiểm…

Link: https://vietsubtv.org/xem-phim/toa-an-luong-tam-4204/tap-1.html

“Chân tướng” được TVB phát sóng trong năm 2011, lấy đề tài luật sư với những góc khuất và mặt trái của nghề này. Nếu “Tòa án lương tâm” mang nét hài hước thì “Chân tướng” lại có phần u ám và đen tối hơn. Phim là chuyện về những người luật sư,nhưng không phải ai cũng dùng luật để lấy công bằng cho người vô tội. Ngược lại họ đã lợi dụng luật pháp để bao che tội ác và lợi dụng nó để mưu lợi cho bản thân. Nam chính là luật sư Lưu Tư Kiệt (Trần Triển Bằng đóng) là hình mẫu “nửa chính nửa tà”, bất chấp thủ đoạn để đạt được mục đích. Còn nữ chính là Khang Chỉ Hân (Dương Di đóng) lại là người ngay thẳng chính trực. Hai người dần bị cuốn vào những vụ án phức tạp. Cả hai còn có sự giúp đỡ của ông chủ công ty luật là Trác Thiếu Khiêm (Huỳnh Hạo Nhiên đóng).

Link: http://ww.xemvtv.net/phim-chan-tuong-5755.html

“Pháp luật vô hình” xoay quanh luật sư Cam Tổ Tán (Tạ Thiên Hoa đóng) và bạn gái là luật sư Huống Thiên Lam (Dương Di đóng) sống chung cùng nhau, nhưng sau đó vì khác biệt suy nghĩ mà chia tay. Sau này, cả hai gặp lại nhau trong một văn phòng luật và cùng nhau đối đầu với những vụ án hóc búa nhằm giải oan cho người vô tội. Được xem là phần 2 của “Chân tướng” năm 2011, “Pháp luật vô hình” nói về những kẽ hở trong luật pháp cùng những luật sư bất lương, sẵn sàng vì tiền mà biện hộ cho kẻ ác.

Link: https://phim7z.tv/phim/phap-luat-vo-hinh-htv2-5263

Phim xoay quanh nhân vật Cao Triết Hành (Quách Tấn An đóng) bị tàn phế do một cảnh sát tên Trương Lập Huân (Ngô Trác Hy đóng) gây ra. Từ đó, tâm tính anh thay đổi và quyết tâm thành một luật sư. Khi đã đạt được ước nguyện, anh đã sử dụng những kiến thức pháp luật của mình để thực hiện những mưu đồ xấu xa, mà trong đó là việc lợi dụng Trương Lập Huân để giúp mình… Lấy nhân vật phản diện làm nhân vật chính, phim là cuộc đấu trí giữa thiện và ác, giữa cảnh sát và luật sư biến chất. Những tình tiết tranh cãi nghẹt thở cùng nội tâm phức tạp của Cao Triết Hành là nét hấp dẫn của “Vòng xoáy thiện ác”.

Link: https://bomtantv.org/phim-vong-xoay-thien-ac-7889.html

Lấy đề tài sự ganh tỵ và lòng tham của con người trong các luật sư, “Luật sư đại tài” nói về hai nhân vật chính là Lưu Cẩn Xương (Lưu Khải Trí đóng) và Trương Cường (Phương Trung Tín đóng). Cả hai đều là những luật sư tài giỏi, nhưng vì đường lối và suy nghĩ khác nhau nên đã quyết không chung đường. Dần dần, một trong hai người đã bị tham vọng làm mờ mắt và sa vào những sai lầm khó cứu vãn… Là bộ phim khá khó xem của TVB bởi quá đen tối và u ám, “Luật sư đại tài” xoáy sâu vào những mặt trái của ngành luật sư và những sơ hở của pháp luật. Đồng thời lên án những nhà giàu vung tiền để bào chữa cho việc phạm tội của họ.

Link: https://phim7z.tv/phim/luat-su-dai-tai-sctv9-5216

    The Paper Chase (Chạy theo tấm bằng) (1973)

Nếu bạn đang cần tìm sự đồng cảm cho cuộc chạy đuổi điên cuồng với bài vở của mình, có lẽ Chạy theo tấm bằng là bộ phim rất thích hợp.

James Hart, sinh viên năm nhất trường luật Harvard, đã có một khởi đầu chẳng thể tệ hơn. Cứ tưởng rằng tiết học đầu tiên chỉ là buổi giới thiệu chương trình học, thế nhưng anh chàng đã rơi vào tình cảnh xấu hổ đến nỗi chỉ mong có lỗ để chui khi vị giáo sư ngay lập tức cho sinh viên nếm mùi khích biện kiểu Socrate và anh là sinh viên đầu tiên bị gọi tên.

Bộ phim cho thấy phương pháp khích biện – sinh viên liên tục phải trả lời những câu hỏi mà giáo sư đặt ra – được áp dụng như thế nào trong chương trình đào tạo luật và phương pháp này có thể có tác dụng ra sao. Và rất có thể, khi bộ phim kết thúc, bạn sẽ thở phào vì thấy những gì mình đang trải qua vẫn chưa phải là ác mộng ghê gớm lắm.

Phim Nữ công tố viên sành điệu (16 tập) với nữ chính Ma Hye Ri do diễn viên Kim So-yeon thủ vai là một người phụ nữ có trí nhớ tuyệt vời và khả năng tập trung cao, những điều đó đã giúp cô vượt qua các kỳ thi một cách dễ dàng.

Với tài năng như thế nhưng cô lại dành nhiều quan tâm hơn cho thời trang, chán ghét những công việc khô khan và luôn nghi ngờ với việc liệu mình có phù hợp với công việc công tố viên mà mình đang làm hay không.

Thông qua các cuộc xung đột với các đồng nghiệp cấp cao và các cuộc đấu tranh với các trường hợp khó khăn, Hye Ri đã từng bước trưởng thành, trở thành một công tố viên xuất sắc với một ý thức trách nhiệm và sự công bằng.

Link: https://vietsubtv.org/phim-nu-to-vien-sanh-dieu-10474.html

Một sự khởi đầu mới – A new leaf là phim xoay quanh cuộc sống và khả năng xử lý những vụ án của luật sư nổi tiếng nhất trong giới luật sư – Kim Suk Joo, một luật sư lừng danh có tiếng tăm địa vị trong xã hội. Chưa có vụ kiện nào anh thua cuộc.

Tuy nhiên sau một vụ tai nạn anh dường như quên hết tất cả, trừ những kiến thức về ngành luật. Dần dần anh nhận ra những sai lầm trước đây của mình, con đường sự nghiệp của anh từ đây cũng gặp không ít trắc trở. Nhưng anh đã trở thành một luật sư chính nghĩa chân chính hơn.

61.Cái giá của tội ác – Remember 2021

Link: https://bomtantv.org/phim-mot-khoi-dau-moi-1488.html

Nam chính của bộ phim là một công tố viên – Ha Dae Cheol – một người luôn muốn mang đến công bằng, chính nghĩa cho mọi người. Tuy nhiên anh đã nhận ra không phải công tố viên có thể giải quyết được mọi việc, nhất là khi người phạm tội là những người có quyền lực hoặc có quan hệ. Quyền lực có thể mua bằng tiền và địa vị xã hội trở nên bất công bằng hơn.

Chính vì điều đó Ha Dae Cheol đã mang một chiếc mặt nạ trở thành một công tố chính nghĩa theo công lý. Nếu không thể xử lý bằng pháp luật, anh sẽ xử lý bằng nắm đấm và làm cho các phạm nhân ra thú tội. Đây là một bộ phim về đề tài luật sư rất ăn khách vào thời điểm được phát sóng.

Link: http://www.phimmoi.net/phim/mat-na-cong-to-vien-2694/

Phim xoay quanh quá trình trưởng thành của cậu bé Seo Jin Woo. Cậu là một người có trí nhớ siêu phàm. Vì để minh oan cho người bố tội nghiệp của mình cậu đã thi vào trường luật và tốt nghiệp ngành luật sư sớm.

Cậu phải trải qua rất nhiều khó khăn và cả nguy hiểm trên con đường minh oan cho người bố của mình. Đây là một bộ phim đậm chất hình sự, mỗi phút giây đều kịch tính. Bộ phim có rating rất cao ở thời điểm được phát sóng. Đây là một bộ phim mà chắc chắn bạn không thể bỏ qua.

Link: https://bongngo.tv/cai-gia-cua-toi-ac-5223.html

    Luật sư vô pháp – Lawless lawyer (2018)

Lawless Lawyer – Luật sư vô pháp là một phim đang được phát sóng trên đài cáp tvN, xoay quanh nhân vật nam chính Bong Sang Pil (Lee Jun Ki) – một trong những luật sư có tỷ lệ thắng kiện cao nhất. Từng chứng kiến cái chết đau thương của mẹ khi còn nhỏ, bị thúc đẩy bởi mong muốn trả thù cho mẹ, Bong Sang Pil sử dụng cả nắm đấm và lợi dụng những sơ hở của luật pháp để chống lại những người có quyền lực tuyệt đối.

Ngoài Lee Jun Ki, dàn diễn viên trong phim còn có Seo Ye Ji (trong vai nữ chính Ha Jae Yi), Lee Hye Young và Choi Min Soo và diễn viên kì cựu Ahn Nae Sang, với những tình tiết hấp dẫn về giới luật sư cũng như thế giới ngầm. Phim hiện đang có rating khá cao, hứa hẹn sẽ là một tác phẩm thành công về đề tài luật sư.

Nữ chính của bộ phim Gái già kéo vali là Choi Ji Woo – nữ chính của bộ phim Bản tình ca mùa đông nổi tiếng một thời. Trong phim này, nữ diễn viên Choi Ji Woo trong phim vào vai một nữ trợ lý luật sư vô cùng xuất sắc. Mặc dù bản thân rất giỏi nhưng cô không được đứng trước phiên tòa biện bộ vì cô không thể thi qua bằng luật.

Bị người khác khinh thường, chồng bỏ, phải vào tù một năm, cuộc sống của cô dường như rơi xuống. Nhưng cô đã cố gắng để vượt qua tất cả mọi khó khăn. Bộ phim ngoài những kiến thức về ngành luật còn mang lại nhiều giá trị nhân văn tốt đẹp.

Link: https://vietsubtv.org/xem-phim/gai-gia-keo-vali-15650/tap-1.html

là siêu phẩm pháp đình được yêu thích nhất Hàn Quốc trong năm 2021 nói về Hành trình minh oan của Park Jung Woo (từng là một công tố viên) dưới sự hỗ trợ của Seo Eun Hye, một nữ luật sư thường xuyên thất bại trong các vụ án.

http://www.phimmoi.net/phim/phong-so-9-7322/

Trước tình thế đó, Jung Woo đành phải tự mình tìm ra sự thật. Trong hành trình ấy, anh phải đối đầu với những kẻ âm thầm đứng sau thao túng vụ án, những kẻ muốn bẻ gẫy tinh thần lẫn ý chí của người công tố viên tài năng. Đồng hành với Jung Woo lúc này chỉ có nữ luật sư Seo Eun Hye, một luật sư thường xuyên thất bại trong các vụ án. Liệu ngồi trong tù, Jung Woo có kịp tìm ra chân tướng sự việc trước khi bị hành hình?

Xem phim: https://tv.zing.vn/bi-cao

65. Phòng giam số 9 (Room No. 9)

Phòng giam số 9 là một bộ phim kinh dị, hành động trả thù kể về câu chuyện của một luật sư tài năng, số phận của cô trong phút chốc bị xáo trộn sau khi cô bị tráo đổi linh hồn với một nữ tử tù ở phòng giam số 9. Trong phim, luật sư Eulji Hae Yi, 35 tuổi làm việc tại công ty luật Fence, một công ty luật nổi tiếng tại Hàn Quốc. Để đạt được danh vọng cô không ngần ngại phạm luật, hành xử trái với đạo đức. Tuy nhiên, mọi chuyện bỗng chốc bị xáo trộn kể từ khi cô bị tráo đổi linh hồn với một tử tù Jang Hwa Sa, 55 tuổi đang bị ung thư tuyến tụy giai đoạn cuối.

66. Tái thẩm (New Trial)

Phim được lấy cảm hứng từ một vụ án có thật, xảy ra tại Hàn Quốc vào năm 2000, đã được đưa lên chương trình tài liệu về hình sự và chính trị, xã hội rất nổi tiếng tại đất nước này mang tên “I want to Know that”.

Chàng trai trẻ Cho Hyun Woo chỉ vì tình cờ chứng kiến cái chết của một tài xế taxi trong đêm giữa ngã tư vắng người, đã bị kết tội oan và phải dành 10 năm tuổi xuân tươi sáng nhất ở trong tù. Những tưởng mọi nỗi đau trong quá khứ sẽ dần phôi phai, hậu quả của bản án lại ngày càng đè nặng lên đôi vai của Hyun Woo cùng người mẹ già yếu của cậu.

Biết được hoàn cảnh của cậu, một vị luật sư thông minh, tài giỏi nhưng lại đang phải chịu nợ nần ngập đầu, Lee Joon Young, đã tìm đến và quyết định đảm nhận vụ án, hứa sẽ giành cho Hyun Woo cơ hội được hưởng một phiên tòa tái thẩm, để xóa sạch tội danh oan ức của cậu. Bộ phim tái hiện quá trình khám phá sự thật đầy chông gai và đau đớn về những kiếp người nhỏ bé, yếu ớt trước sức mạnh quá lớn của Chính quyền và pháp luật cùng những kẻ lợi dụng chúng để ức hiếp người dân. Từ đó, chúng ta sẽ nhìn ra những giá trị nhân văn hết sức đẹp đẽ và đáng giá mà sự đồng cảm có thể mang lại trong quan hệ giữa người và người…

67. Tòa án Ma nữ (Witch’s Court)

Là bộ phim xoay quanh một nữ công tố viên tên Ma Yi Deum do Jung Ryeo Won thủ vai, cô làm công việc này đã 7 năm, sự nghiệp đang trên đà thăng tiến, nhưng cô lại là người rất độc đoán và tham vọng, đôi khi không quan tâm đến các phương pháp, dù hợp pháp hay bất hợp pháp, miễn sao có thể nhận được kết quả điều tra như mong muốn là cô sẵn sàng thực hiện. Một ngày nọ, vì để xảy ra sai sót trong quá trình làm việc Ma Yi Deum bị chuyển sang bộ phận giải quyết các vụ án mà các nạn nhân là phụ nữ và trẻ em.

68. Truy tìm ký ức (Memory Lost)

Nhân vật chính của câu Truy tìm ký ức là Hàn Trầm. Dù mất trí nhớ, anh vẫn luôn tìm kiếm vị hôn thê của mình. Cô gái bị tất cả mọi người phủ định là không có thật trong suốt 5 năm. Và rồi Hàn Trầm đến thành phố Giang, nơi đây anh đã gặp Bạch Cẩm Hi (Tô Miên), một cô gái đầy cá tính theo đuổi ngành tâm lý tội phạm. Giống Hàn Trầm, Tô Miên là nhân vật đầy bí ẩn với quá khứ trống rỗng trong suốt 5 năm. Từ khi gặp nhau, anh đưa cô vào một thế giới hoàn toàn khác. Họ bị cuốn vào những vụ án phức tạp, cùng nhau đối mặt với S, với tổ chức 7 người đen tối cùng sự tinh vi trong từng tội ác. Hành trình tranh đấu với cái ác, lật mặt những kẻ tội đồ trong tổ chức 7 người cũng là hành trình từng bước truy tìm ký ức đã mất của 5 năm trước…

69. Đối tác đáng ngờ (Suspicious Partner)

Đối tác đáng ngờ (Suspicious Partner, tên cũ là Be Careful With This Woman) là một bộ phim hài lãng mạn xoay quanh chuyện tình yêu giữa hai người làm việc tại tòa án, và một tên sát nhân hàng loạt luôn tìm cách truy sát cặp đôi chính. Trong phim, Ji Chang Wook vào vai Noh Ji Wook – một người đàn ông trẻ trở thành công tố viên theo mong ước của cha mình. Thế nhưng sau một vụ tai nạn, anh đã đổi nghề thành luật sư tư. Nam Ji Hyun sẽ vào vai Eun Bong Hee, một học viên tại học viện tư pháp, đồng thời cũng là một cựu tuyển thủ Taekwondo. Choi Tae Joon sẽ vào vai bạn thân của Ji Chang Wook.

Link: https://bomtantv.org/phim-doi-tac-dang-ngo3-3032.html

70. Cặp đôi điều tra (Investigation Couple)

Cặp đôi điều tra là bộ phim tâm lý hình sự hàn quốc, câu chuyện xoay quanh một chàng bác sỹ pháp y với trái tim lạnh lùng và một cô công tố viên mới vào nghề với trái tim ấm áp.

Baek Beom một người đàn ông chững chạc đã làm một bác sĩ pháp y trong suốt 10 năm trời đã sờ đến không biết bao nhiêu là xác chết, ông cảm thấy tuyệt vời với công việc của mình, nhưng không mở tâm trí, lòng của mình cho người khác sang sẻ. Eun Sol là một công tố viên tân binh với một cá tính tươi sáng và cô xuất thân từ nền tảng gia đình giàu có. Các nhà khoa học pháp y với một nhân cách xấu và một công tố viên nhiệt tình phải tham gia lực lượng đặc biệt để bắt một kẻ giết người hàng loạt.

71. Lời Thì Thầm (Whisper)

Lời Thì Thầm là một bộ phim hành động, điều tra, nói về nữ cảnh sát Shin Young Joo (Lee Bo Young) và thẩm phán Lee Dong Joon (Lee Sang Yoon) cùng nhau hợp tác để vạch trần những vụ tham nhũng xảy ra tại một công ty luật hàng đầu và trong giới chính trị.

72. Lắng Nghe Tiếng Lòng (I Hear Your Voice)

Lắng Nghe Tiếng Lòng kể về cuộc sống của những luật sư chân chính trong xã hội hiện đại, những người luôn phải đối mặt với nhiều khó khăn và nguy hiểm trong công việc. Jang Hye Sun là một nữ luật sư gan dạ, mạnh mẽ và vui tính. Cha Kwan Woo , một sĩ quan cảnh sát đầy nhiệt tình và đam mê với công việc, người sẽ trở thành luật sư của chính phủ. Và Park Soo Ha là một cậu bé 19 tuổi có khả năng siêu nhiên, đọc được suy nghĩ của người khác.

    The Judge:Nội dung bộ phim The Judge xoay quanh Hank Palmer một luật sư tài năng với những thành công và đóng góp của mình, danh tiếng của ông nhanh chóng vang danh, thế nhưng Hank Palmer phải tạm dừng tất cả để về quê nhà chịu tang cho người mẹ mà anh yêu quý nhất, mọi ánh mắt và hoài nghi đều đổ dồn về thẩm phán Joseph Palmer và cũng là cha ruột của Hank, Hank vì tin tưởng ở cha nên đã làm luật sư biện hộ cho ông và bắt đầu dấn thân vào một cuộc chiến đầy cam go.

Link: http://www.phimmoi.net/phim/ngai-tham-phan-2277/xem-phim.html

    How To Get Away With Murder:How To Get Away With Murder kể về công việc lẫn đời sống riêng tư của Annalise Keating – vị giáo sư giảng dạy Luật hình sự tại trường Đại học Middleton ở Philadelphia. Mỗi năm, Annalise lựa chọn trong lớp của mình ra một nhóm sinh viên xuất sắc nhất để vừa học vừa làm tại văn phòng luật sư riêng của cô. Họ là Connor Walsh, Michaela Pratt, Asher Millstone, Laurel Castillo và Wes Gibbins – những con người có giới tính, màu da, hoàn cảnh xuất thân và tính cách khác hẳn nhau. Annalise chung sống cùng chồng mình là Sam Keating – một tiến sĩ tâm lý học – nhưng cô lại ngoại tình với Nate Lahey – thám tử địa phương. Khi hai mảng đời sống riêng tư và công việc của Annalise va chạm, cô và nhóm sinh viên của mình miễn cưỡng bị lôi cuốn vào một âm mưu giết người phức tạp.

http://www.phimmoi.net/phim/nhan-danh-cong-ly-3486/ http://ww.xemvtv.net/phim-nhan-danh-cong-ly-2016-25051.html

Link: http://www.phimmoi.net/phim/lach-luat-phan-6-i2-9536/

75. Nhân Danh Công Lý

Link: https://bongngo.tv/nhan-danh-cong-ly-5406.html

75. Phép Màu Trên Phố 34

Phim lấy bối cảnh tại một cửa hiệu tạp hóa ở thành phố New York, nơi ông cụ Kris Kringle được giao nhiệm vụ đóng vai ông già Noel. Những điều tuyệt vời, những niềm hy vọng mà ông mang lại cho trẻ em sống trên con phố 34 của thành phố New York đã khiến cuộc sống của người dân ở con phố này bỗng trở nên kỳ diệu lạ lùng. Nhưng vấn đề bắt đầu nảy sinh mỗi khi có ai hỏi ông có phải ông già Noel không, ông đều tự nhận mình chính là ông già Noel thật. Tình hình trở nên tồi tệ hơn khi ông bị đưa ra tòa vì những lời cáo buộc về tội lừa đảo, có những kẻ không muốn ông gieo vào trẻ thơ niềm tin rằng ông già Noel là có thật..

Link: https://vphim.net/phim/miracle-on-34th-street-phep-mau-tren-pho-34-JHHG/

76. Nghị Lực Sống

Dựa trên một câu chuyện có thật, bộ phim kể về nghị lực và ý chí đấu tranh của Erin Brockovich, một phụ nữ gần như túng quẫn khi một mình nuôi ba đứa con và phải trả món nợ kếch sù sau một tai nạn. Trong một lần tình cờ phát hiện hồ sơ đặc biệt ở văn phòng luật mà cô vừa may mắn tìm được việc làm, Erin đã dũng cảm khởi kiện và theo đuổi đến cùng để sau đó trở thành anh hùng của ngành tư pháp bang California. Một mình đối đầu với tổng công ty điện và gas, buộc họ bồi thường cho các cư dân bị nhiễm bệnh bởi cách xử lý chất thải tồi tệ từ xưa mà họ giấu nhẹm. Link: https://www.phimconggiao.com/nghi-luc-song/

77. Chỉ Vài Người Tốt

http://www.phimmoi.net/phim/ran-nut-9561/

Khai thác đề tài đấu tranh chống tiêu cực trong quân đội, phim cảnh báo về sự tồn tại của một thế lực cực hữu, hiếu chiến trong quân đội Mỹ. Bắt đầu từ một vụ án tưởng như khá bình thường: hai người lính Mỹ bị buộc tội giết chết đồng đội của mình. Vậy mà khi ra toà, những người luật sư trong quân đội như Galloway và Kaffee nhận ra mọi chuyện không hề đơn giản. Những áp lực quân đội, những bí mật quân sự với những điều lệ ghê gớm dần dần bị phát hiện. Thế nhưng cả hai luật sư trẻ đều hiểu được rằng: họ đang đùa với lửa. Kaffee tưởng chừng như đã bỏ hết tất cả để được sống yên ổn, chấp nhận cho thân chủ mình nhận tội để giảm án, nhưng Galloway thì không. Tuy nhiên sự đấu tranh của cô cũng gần như là tuyệt vọng bởi sự phân biệt đối xử giữa nam và nữ trong quân đội cũng như trong xã hội Mỹ. Những cuộc đấu trí căng thẳng đến phút chót để đưa ra ánh sáng một sự thật đau lòng đã tạo một niềm tin cho những người bị cáo và gia đình họ.

Link: https://vietsubtv.org/phim-chi-vai-nguoi-tot-8420.html

78. Rạn Nứt

Giàu có, rực rỡ, và tỉ mỉ Ted Crawford, một kỹ sư kết cấu tại Los Angeles, bắn vợ và entraps người yêu của mình. Ông ký một lời thú nhận, tại buộc tội, ông khẳng định quyền của mình để đại diện cho mình và yêu cầu tòa án để di chuyển ngay lập tức ra xét xử. Phim Rạn Nứt: Công tố viên là Willy Beachum, hotshot sớm để tham gia một công ty luật dân ưa thích, nói với tất cả mọi người đó là một trường hợp mở và đóng. Crawford nhìn thấy điểm yếu của Beachum, gãy xương chân tóc của nhân vật của mình: Willy là một người chiến thắng. Kỹ sư thiết lập trong chuyển động một tội phạm đồng hồ với tất cả các đối tượng di chuyển theo những cách ông dự đoán. Link: https://vietsubtv.org/phim-su-ran-nut-7480.html

79. Oan ức

2 anh sinh viên New York đi du lịch về miền nông thôn. Tại 1 cửa hàng tiện dụng nọ, sau khi mua hàng và lên đường thì họ quên mất chuyện trả tiền, chẳng bao lâu sau mọi người phát hiện anh chủ cửa hàng bị giết. Mọi tình tiết, nhân chứng vật chứng, mô tả nhân dạng … đều chỉ đúng họ, bị tống giam vì tình nghi cướp của giết người…

Link: http://ww.xemvtv.net/xem-phim/oan-uc/ZU0ZZU.html

Thẩm phán Lee Jung Joo (Park Eun Bin) làm việc tại Tòa án Seoul, nổi tiếng là nóng nảy. Không ít lần, cô thậm chí còn chửi thề với những tên bị cáo không biết xấu hổ. Mục đích lớn nhất của cô khi trở thành thẩm phán đó là chiến đấu chống lại thế lực lớn mạnh đã kết tội giết người cho anh trai cô rồi giết chết anh ta.

Trong khi đó, Thẩm phán Sa Ui Hyun (Yeon Woo Jin) là đồng nghiệp tại Tòa án Seoul với Lee Jung Joo. Từ nhỏ, anh đã có ước mơ sẽ trở thành một thẩm phán được nhiều người ngưỡng mộ và hiện tại, anh đã ít nhiều đạt được giấc mơ đó. Sa Ui Hyun nổi tiếng là người biết dùng luật và có lương tâm khi đưa ra những lời tuyên án. Khi Sa Ui Hyun trở thành cộng sự của Lee Jung Joo, mối quan hệ giữa họ đã phát triển theo hướng khá kì lạ – không phải kẻ thù, cũng không phải là bạn.

Nam chính của phim Byun Hyuk là 1 luật sư danh tiếng tại Mỹ, đặc biệt trong các vụ kiện ly hôn, trước khi được mời về làm việc cho “Daebo”. Còn nữ chính Lee Kyung chỉ là một thư ký phụ việc trong văn phòng luật. Sau khoảng thời gian sống cùng Lee Kyung, Byun Huk đột ngột bỏ đi không lời từ biệt, chỉ để lại cho cô vài cuốn sách luật. Đau khổ đến tuyệt vọng, Lee Kyung ngày đêm vùi đầu nghiên cứu những cuốn sách và vượt qua kỳ sát hạch quốc gia để trở thành luật sư. Một ngày, cô được mời biện hộ cho Han Min Kook, một doanh nhân đang gặp rắc rối với vụ ly hôn. Min Kook hiện là giám đốc điều hành một tập đoàn tài chính vô cùng kiêu ngạo. Vợ anh là một ngôi sao điện ảnh và đã là một biểu tượng thời trang vào 6 năm trước. Lập gia đình rồi nhưng Min Kook vẫn không bỏ được thói trăng hoa để rồi phải ra tòa ly dị với khoản tiền bồi thường chóng mặt.

Sau khi tiếp nhận vụ kiện, Lee Kyung mới biết vợ Min Kook chính là cô bạn thân từ thời trung học Lee Ae Ri còn luật sư bảo vệ cho cô này không ai khác ngoài Byun Hyuk. Lee Kyung giờ đang đứng trước cuộc chiến chống lại cô bạn thân Ae Ri và mối tình đầu Byun Hyuk…

Link phim: https://bomtantv.org/phim-chuyen-nang-luat-su-1480.html

【#3】Oleg Tinkov “i’m Just Like Anyone Else” (Published In 2010; Full Text In English)

Dedicated to my father, Yury Timofeyevich Tinkov (1937‑2002), miner in the Kuznetsk Basin and to Rina Vosman’s father, Valentin Avgustovich Vosman (1935‑2006), Estonian miner

Just like anyone else

Dear reader, this book has been written from my heart and soul. I don’t mean to tell you what to do or to show off, but to tell you the story of my journey of the last 42 years.

Those of us who were born between the end of the 1960s and the start of the 1970s are very fortunate. Our time fell within a time of revolution-on the boundary between socialism and capitalism. I’d like to use my biography to give an account of this dramatic period in our country’s history. This book is not meant to be educational, then; you would be mistaken to see it as such. I had no such goal in writing it.

But to him who has ears: let him hear. I’ll be happy if my experiences are helpful too. Smart people always learn from the mistakes of others; they seek out what other people’s lives have to offer. Please learn, then, and find answers to your questions.

I repeat, though: this isn’t a book on how to create a successful business. It’s not a self-help book and it isn’t a set of teachings-it’s just my life described.

Oleg Tinkov I initially agreed to write this blurb for Oleg’s book because I like him and his family enormously. Having read it I can see how useful it would be for aspiring entrepneurs in Russia to read. Here’s a man who literally built an empire from scratch without the help of handouts from Russian residents or family! He shows the way for the new entrepneurs of the future!

Richard Branson, Virgin

From the Editor

When I was working as a journalist in St. Petersburg, I covered financial topics only. Thus my work never brought me into contact with Oleg Tinkov, who was an electronics salesman, frozen food producer, and owner of a restaurant on Kazanskaya Street. Sometime around 1995, however, I was made aware of this ambitious businessman and was amazed at how rapidly he was changing the game.

At this point Oleg was already involved in what he refers to, in this book, as “speculation.” He began construction on a large brewery. The beer market was already fully saturated, however, and so not an easy place for a small player to stay alive. At the same time there were powerful players that would be able to buy out a new factory. What if they didn’t buy? Intriguing. I was interested to see what Oleg Tinkov would do next.

When I found out in 2005 that Tinkov had sold his company to Belgian InBev for over 200 million dollars, I immediately thought that the history of such a success was worthy of a book. At that time Oleg was busy with his cycling team and, in 2006, he told be he was starting a bank, Tinkoff Credit Systems. His business model was an original one. At that time there were no exclusively Russian credit card companies. To be honest, I didn’t believe the project would be a success (you can’t be successful every time you enter a new market). The fact remains, however, that by 2009 the bank’s net profit had reached nearly 20 million dollars.

In 2007, I offered Oleg a weekly column in Finance magazine. He agreed to write it. At the same time I reminded Oleg about the book idea. I even sent him a first paragraph: “On the 14 th of September, Oleg Tinkov came back from a two-month international tour where he had enjoyed his status as the owner of a cycling team. When he arrived at his office, the first thing he did was go to the massive aquarium by reception to find out how his fish were doing. He was sad to discover that one of the babies had been eaten by one of the larger fish. There were still grounds for optimism, though: after all, the rest of the babies had reached maturity and this meant their safety was now all but secured. Tinkoff Credit Systems was like a little fish in the credit card market.”

Oleg Anisimov

Oleg Tinkov and Oleg Anisimov working on I’m Just Like Anyone Else on the island of Elba

Chapter 1

Between the Beer and the Bank

I spent the summer of 2005 happy as a puppy, in Tuscany, cycling and relaxing. I felt ptty pleasant-removed from it all-as I had just sold my Tinkoff beer business to the Belgian company InBev for 260 million dollars. At 37, I had become a true multimillionaire.

My life offered an interesting vantage point on the evolution of Russian consciousness. When I sold my Tekhnoshok chain of stores in 1998 and my Darya business in 2002, people felt sorry for me. It was as though the sales meant I lost the businesses and that, therefore, I was a loser. When I closed the Tinkoff deal, however, I was praised. This was a sign of rapid evolution in the business world: people now realized that selling your business can be cool. Fortunately, I understood this 10 years before everyone else did. I knew that there is nothing like selling. It’s the only thing that puts your business, your investments, and your talent into monetary terms. And it provides you with both the time and the resources to get started on something new.

After our vacation on Italy’s Tyrrhenian Sea we returned to Moscow. Next, our whole household, nanny included, packed our things and took a Lufthansa flight to San Francisco. Our destination was our home in Marine County, which is made up of a dozen or so small towns just on the far side of the famous Golden Gate Bridge.

In terms of infrastructure this is the best place in the world. Downtown San Francisco is only twenty minutes away. At the same time, however, you’re basically living in the forest with deer nearby. The schools are amazing-and I’m talking about the public schools, not the private ones. My eldest son Pasha went to first grade, and my daughter Dasha started seventh grade at the most ordinary of public schools in Mill Valley. The town is well-known as the birthplace of Timothy Leary, the famous LSD enthusiast, and although my feelings towards drugs are negative, the fact is worthy of note.

I like to spend a year in America once every five years (at least this has usually been the case in my life). The children go to local school and spend time with their peers; I look for new ideas and enjoy the freedoms, so to speak, that America has to offer. To tell the truth, it only takes about a year for me to get tired of it-there’s an awful lot of stupidity in America. The country has a few things in common with the Soviet Union. Its best features are worthy of detailed study and analysis, beyond anything that I can provide in this book.

The statements that follow may seem ungrounded; they constitute my own opinion. America has the highest level of competition of any country. And it’s the only country where business has been elevated to the level of a science. In Russia, we have sociology, political science, physics, and math; in America, they have another science-business. There are massive universities, faculties, schools, and colleges where business is approached from a scientific viewpoint. For this reason competing with American businessmen proves a great challenge indeed. They are the most aggressive, strongest, and at times the most cynical of them all, but they are very effective in their work. They get what they want. They are capable of sharing and of coming to compromises, but they do so with only one goal in mind: to make more money.

In America, business is gutted, cleaned, and sorted. This is partially due to the American mindset and Protestantism, but it is also a result of the way the nation is structured. Our early education involves counting apples, but little Americans learn their numbers in dollars and cents. Everything boils down to money and its accumulation. There is a deep understanding that if you have no money, you’re a loser, and that if you do, then you and your family are doing well. This is what the American dream boils down to.

At the same time the Americans have managed to create a society where businesspeople don’t just talk about their social responsibility; they take an active stance on the latter. They cannot be bought by a phone call from the Kremlin; rather, they do as their hearts lead them to do. Feel the difference!

In general, Americans make interesting and shrewd businesspeople. This may not apply to all of them, but it is true as a general guideline. Due to the recent crisis, however, capitalism has suffered more and more attacks. Every couple of days, people on the radio and television remind us of Marx’s claim (I’m not sure he actually said this) that any businessman is willing to commit a crime to double his profits and willing to kill in order to triple them. It may be true that nineteenth-century mores were much baser, and society less civilized than it is today, but the businessmen of today display high moral standards.

Is it profitable to invest in Russia? Yes, of course! Would it be more profitable than investing in India, China, or Brazil-not to mention Europe? Yes, probably. You could earn twice as much in Russia than in these other places, but a number of American businesspeople feel that the rules of the game that have become established here are incompatible with their social and religious convictions. They have been brought up differently and how they live their lives is different. They feel no need for the extreme profit margins-which helps us answer the question of whether a capitalist is indeed capable of a crime to double his profits. The answer is: not always, by any means. One of America’s richest businessmen, for example, the deeply rational Warren Buffet, would not be.

In America I pfer to hang out with Russians and other expatriates, because it’s hard for us to understand Americans. They are strange people. Immigrants try to stick together. My neighbor John, an Australian, helped me to hook up my home phone. Within a week of our arrival, without having to leave the house, I had opened a bank account, got my TV working, set up insurance policies, connected to the Internet, enrolled my children in school, and bought a car at a nearby dealership. The paperwork was all done over the phone, quickly. This was the land of the telephone!

But don’t think that all I did was play sports and mess around. My main focus was to get a new business up and running. My thoughts were drawn to the idea of a credit card business, and it was in America that this notion was born.

I had been in every database since 1993, when I first came to America and bought a house in Santa Rosa. There is no privacy or secrecy once you’ve filled out a form for a purchase or in order to get something for free, be it diapers or ballpoint pens. It’s not surprising that you start getting mail as soon as you provide someone with your personal information. There is nothing strange or unlawful about it. The form usually states that by default you are releasing your personal information for transfer to third parties. Sometimes you don’t even notice it. This is how your information gets out there, into the world.

When I was studying marketing at Berkeley in 1999, I started to become more interested in how the system worked. Of course I realized that in order to open a bank I would have to have a huge sum of money and, in this respect, I didn’t picture myself as a banker.

Rustam and I quickly came to an agreement with respect to selling his vodka. After all, he is a rational and competent businessman. There has been talk that he foolishly gets himself into trouble, along with other negative publicity. As for me, I know him well and greatly respect his business talents. His lifestyle and love of luxury and glamour do not correspond to my values, but that is his private life and has no bearing on his effectiveness as a businessman. It is possible that he is one of the smartest businessmen in Russia. He, along with Andrei Rogachov, Sergei Galitsky, and a couple others conceived of business ventures that are now worth billions of dollars and created these from the ground up.

During that meeting I said:

“Rustam, why don’t you start making plastic cards? It would be fantastic! It’s profitable, simple, and sexy. What’s the point of these consumer loans stores are giving out?”

“What makes you think we don’t make them? I have three million bank cards.”

“Are you kidding? I’ve never seen any. How come I don’t have even one?”

“Oleg, you aren’t part of the target market for my credit cards. We need people a little poorer than you,” joked Rustam.

“You know, the credit card business is really neat. I’ve watched Americans using them for a long time, and wouldn’t mind getting into it myself.”

“Yes, it’s a serious business, but it would require major investments in both infrastructure and loans.”

“Well, we’ll see. Once I’m done building the brewery works, maybe I’ll sell them…”

The subject was dropped. Now I understand how funny I must have looked then and what sorts of things must have been going through Rustam’s head. At least I found out that Rustam wasn’t just giving out consumer loans at stores, though, but also offering credit cards-and also that he was working in the sub-prime market, that is, with the most ordinary of people.

The scheme he followed was simple: if a person took out a loan at Russian Standard for a fridge or TV and paid it back, the bank would issue a credit card in the client’s name and send it to the person in the mail. The client would then make his or her own decision whether or not to activate the card. Of course a large percentage of the cards were unwanted and a lot of people felt the bank was pssuring them. After all, they hadn’t asked, themselves, for the card to be sent. Some, however, liked the fact that the bank had sent them the card and that it was left up to the customer whether it would be put to use: if you don’t want to use it, don’t activate the card-it is your choice.

Naturally, I analyzed the experiences of Russian Standard as well as Home Credit Bank and decided that my bank’s distribution model would be different, closer to what’s done in America.

* * *

Early in the Autumn of 2005, I met with Stephan Dertnig, chief at the Moscow office of Boston Consulting Group, and asked him to do a feasibility study examining how realistic it would be to turn my idea into an operating business. The document cost several hundred thousand dollars. It embodied a very thorough approach to the analysis, however, since I was potentially going to invest tens of millions in the proposed venture. I asked Stephan to develop a concept and to offer an answer to the question whether it would it be possible to market credit cards, directly, in Russia.

In November, Stephan traveled to San Francisco to psent the final version of the study. Along with Alex Koretsky, a Russian American from San Francisco, I came to a classy hotel in downtown San Francisco and listened to what Stefan had to say. Should the venture be undertaken? Stefan’s psentation offered a solid “yes.” What had to be done in order to get things under way, however, was not really discussed.

I asked those psent if they believed in the idea, and all of them said they did. In the end we all shook hands, there at the table, drank some rum, and decided that my next business would be in credit cards.

“Rustam, I’ve decided to start a credit card bank…”

“Are you sure? You’re getting yourself involved in a serious fight. It’s a complicated technology business.”

“Well what else can I do? I fear new developments may destroy the real estate market and he asked me,

‘What do you think you’re doing? This is big business. There’s no place for you here.’

Now my share of the consumer loan market is several times larger than Alpha-Bank ‘s, and my credit card business is at least ten times larger than theirs.”

“Listen, Rustam, you were just trying to talk me out of it-and then suddenly you’re talking about Freedman. What makes you think I won’t be able to do it?”

“Oleg, it’s your decision. Give it a shot! But you should know that it won’t be easy.”

I think that Rustam just didn’t fully believe I would actually start the project. Maybe he still doesn’t believe in what I’m doing. Nevertheless, I can say that a little while later, in 2009, his bank suffered losses, while my bank’s profit exceeded 18 million dollars.

Funnier still, was a conversation I had with Mikhail Freedman. Alexander Kosyanenko, the General Director of Perekryostok, the grocery store chain, had invited me to his company’s ten-year anniversary. It was there that I bumped into Mr. Freedman. All the managers of Perekryostok sat with us at the table. I shared my idea concerning the credit card bank.

“I’ve been thinking about opening a bank like Capital One in Russia for a long time,” was the reply given by the Chairman of the Board of Directors of Perekryostok, Lev Khasis.

“It’s a fine idea, but it would need some thorough reworking,” added Mikhail Freedman.

“There’s just one thing I’m unsure about. If the bank doesn’t have any branches, how will people pay them off?” I asked.

“What’s the post office for? They can pay at the post office.”

I think that deep down Mikhail Freedman didn’t believe in me either. I had never worked in the financial industry. How was I to compete with Alpha-Bank, which had been established in 1990?

I’m just like anyone else. If you don’t believe me, listen to the story of my childhood.

This is what a person who has just sold his beer company for 260 million dollars looks like. Here I am in San Francisco in 2005 with the Golden Gate Bridge in the background.

Chapter 2

The Tinkov Homestead in Leninsk-Kuznetsky

The Tinkov family is descended from nobility who lived near Tambov. There is still a village in the area called Tinkovo. I even managed to find my family’s coat of arms in the St. Petersburg Public Library. My grandparents, escaping political repssion during the dekulakization period, or because of the famine, perhaps, boarded a train and left their home in 1921. They disembarked at Kolchugino Station (as Leninsk-Kuznetsky was then known) and settled there. When my grandfather Timofey started working in the mines he was provided with housing-half of a cabin, that is, thirty-two square meters in house #16 on Kooperativnaya Street, 300 meters from the mine.

It was in this house that my father, Yury Timofeyevich Tinkov, was born in 1937, the second youngest of eight brothers and sisters. The eldest, Vasily Timofeyevich, was 15 years older than my father. He manned a tank in the war and is still alive, thank God. After the elder brothers had grown up and married, they began moving their wives into the cabin too. They had to sleep on bunk beds so that everyone would fit. As though this weren’t enough, they started having children. In these Tinkov breeding grounds three generations were born. In time, the family members went their separate ways. But my father remained to live in the cabin.

My grandfather spent his entire life working in the mines. In 1953, he died of acute poisonous gas inhalation after helping to put out a fire.

My mother’s parents were also nobility. They moved from the Far East, from close to Samara, to Khabarovsk Krai. It was there, in 1938, in the city of Dalneperechensk (known as Iman, prior to 1972), that my mother was born. The family had three daughters and no sons. My grandmother was a capable seamstress. She also kept a farm with a cow and some pigs. My maternal grandfather, Volodya, served as Building Superintendent in Iman during World War II. Afterwards he ran a sawmill. Vladimir Petrovich, as they called him, was feared and respected by all. They say I look like him. He passed away not so long ago, in 2001. A portrait of Stalin hung above his bed until the day he died. It always made me feel a little uncomfortable, but I loved my grandpa.

In 1966, my mother, Valentina Vladimirovna, made a trip to Leninsk-Kuznetsky, to visit her sister Nina. She met my father there. So my mother remained there with her eldest son Yura.

As one of my favorite poets, Vladimir Vysotsky, once sang, “I’m not quite sure of the hour I was conceived”. I do know, however, that I was born at 2:45 p.m. on December 25, 1967. I weighed 4 kilograms. The maternity clinic was 15 kilometers away from Leninsk-Kuznetsky, in Polysayevo. That’s where I was born, although my passport says I was born in the city of Leninsk-Kuznetsky, in Kemerovo Province-which is where I spent the first 18 years of my life, in any case.

My father was a very bright man. Both of his older brothers, Uncle Vasya and Uncle Vanya, held degrees and lived quite comfortably. Also wanting an education, my dad spent two years studying at Tomsk University. With a family came the need to make money, however, and he went to work at the mines in the transport section. His job was to operate the wagon dump, a machine used to unload coal coming in from the backwall. Father retired from the mine when he was 50 years old, following an accident where he suffered a head injury. Two of his friends died.

This turn of events ended in Yury Timofeyevich’s untimely death from a stroke in 2002. He was a month shy of his 65 th birthday.

I’ll be ever grateful to my father for giving me my main character traits. He taught me to be honest and to be myself, straightforward and resilient. He also taught me to love freedom and to hate totalitarianism in all its forms.

For a miner he was very sophisticated and articulate, an intellectual. After all, he was descended from blue blood. His genes showed! From the time I was a child, my father implanted in me a hatred of the establishment. Even relative to the current regime in Russia, I remain a nonconformist. And I don’t like what’s been going on around us, especially the recent movement to reinstate the USSR.

I remember the 26 th Convention of the Communist Party of the Soviet Union well. It was in 1981 and it was the last convention of Leonid Brezhnev’s tenure. In Siberia there was only one channel, Channel One, and to get Channel Two you had to hook up a special, enormous antenna. From morning to night all that was broadcast on the only available channel was Brezhnev and the 26 th Convention. Mother turned on the television and Dad pulled out the cord.

“Enough listening to this nonsense!” he exclaimed.

The sun was setting on Communism.

* * *

Thanks to my Father, I was raised with ill feelings towards the Soviet government. Nevertheless, in the eighth grade I was accepted into the Young Communist League. I started at the very bottom of the ranks as a good for nothing. I couldn’t have cared less. I recognized that it was all a sham. My thinking with regard to Communism was fairly lucid. I wrote an application letter to the Communist Party while in the army for the sole purpose of becoming a warrant officer. (Thank God, I changed my mind afterwards, but more on that later.) The story was different when it came to the Pioneers, the Communist government’s children’s organization. It was in an atmosphere of great celebration that they tied the scarf around my neck and pinned the badge to my shirt. I was quite worried when it took me two attempts before I was accepted.

My father, unlike most in the Soviet Union, loved America. He was a miner from a city of 130,000 and had never been abroad. He had only been to Moscow and Leningrad. He called America a “good country.” For him this love was a kind of protest. According to what was always said on television, it was a bad place, but he claimed it was good. In 2001 I completed my mission and brought my 65-year-old father to this country. As it turned out, this was shortly before his death. He lived for a month in California. He was not doing well at the time and was a bit depssed. Of course he liked America, but his emotions didn’t appear to be that strong.

Many of my positive qualities were developed in me by my father. My Pa means everything to me! Of course my involvement in sports and my education at the Mining Institute also had their impact. But it was my father who laid the foundation for how I see myself today. He always pssed me to be constructive and to respect others in order to become an upstanding member of society.

An unquestionable authority in our family was Grandma Senya, my father’s mom, whose full was name Xenia Tinkova. She was a unique woman. In addition to my father and his seven siblings, she gave birth to several other children who passed away. This was in the twenties and thirties, after all, and medical science was still underdeveloped.

Calling me a heretic, Grandma Senya tried to get me involved in the Orthodox Church. It was only when I was twenty and had moved to Leningrad that I began to think seriously about it and was baptized.

Grandma Senya taught me important life lessons:

“You little dummy. Who puts their sugar in the cup?”

“What are you talking about, Grandma Senya?”

“You should eat bits of sugar while you drink. That’s the only way to smell and taste it.”

When she was young, sugar was the only delicacy available and people tried to savor it. People today are worried about how to lose weight; in those days, the problem was different. People were poccupied with their survival. I was reminded of this when I was in the army. Shortly after we had been drafted we were spading butter on our bread and the dischargees laughed at us:

“What kind of person eats like that?” After a couple of weeks we understood them perfectly and found ourselves dipping frozen pieces of meat in salt and eating it without bread so as to taste it better. Until the day that I was discharged, twenty-three and a half months later, I never spad butter on my bread. If you served in the army, you’ll know what I’m talking about.

Grandma Senya stocked up on bags of salt, grain, and peas and kept them hidden in the house. This was surprising to me:

“Grandma Senya, why are you hiding those?”

“You’d be hiding some too, if you’d been through a famine.”

Grandma and Grandpa were alive in the twenties, during the civil war. It was a time of great hunger. Grandma Senya died in the winter of 1980. As a twelve-year-old, I was astonished by the funeral, with the incense wafting from the censer, and by the prayers.

My mother, Valentina Vladimirovna, worked as a seamstress at the local tailor’s shop, sewing and ironing. She led a prudent life. Now she’s over seventy and in good health; she remains active and looks her age. I inherited limitless energy and the seeds of my entrepneurial qualities from my mother: even during Soviet times she tried to make extra money by doing sewing work from home.

For my parents, discipline and routine meant everything. It was a well-established pattern in our family that I would be home by 9 o’clock in the evening, when the TV programme Vremya started. My friends would laugh at me when I would stop playing and head home-even in the long days of the Siberian summer. This was what we called “making a break for home.” We played hide-and-seek. We fought battles with machine guns cut out of wooden panels. We would play soccer in the middle of the street, in the dirt, sometimes with no shoes on. Each of us got only one pair of sneakers for the season and these quickly wore out if they were not torn in half first.

“Mom, why do you come to get me to go home? None of the other children’s parents look for them and it’s embarrassing!”

“I feel better that way. You never know what could happen…”

I would go home, while my friends would keep playing soccer till midnight. Who knows what they did afterwards? As for me, I never hung around. Indeed, it was unheard of for me to spend the night away from home. Only when I was 18 and about to start military service did I finally do so. The first time my parents let me ring in the New Year at a friend’s place was when I was in sixth grade and 16 years old.

I’m very grateful to my parents for all that they invested in me. After all, I grew up in a depssing part of the country. Many of my neighbors were in prison; some remain there to this day. The people I lived among were miners and former inmates and you’d often find them drunk and stoned. After spending time with such people, the St. Petersburg gangsters in their tracksuits seemed like pathetic caricatures.

The Siberian environment is harsh and there are very strict cultural norms to follow. Say the wrong thing and you might get hit. The rules to which one had to adhere came close to what is demanded in prison. There are three penitentiaries around Leninsk-Kuznetsky, two for adults and one for juveniles. This fact left its mark on the city-to the point where, in Leninsk, it’s shameful to call the police. You have to be able to resolve issues on your own, otherwise you will lose respect. You have to be a real man. You have to put your money where your mouth is. I’m still in the habit of not making extra promises.

Many people still remember the infamous scandal involving the mayor of Leninsk-Kuznetsky, Gennady Konyakhin. (Konyakhin and I went to the same school-No. 33.) There was a lot in the pss and on the news saying gangsters had taken over the city. The magazine Izvestiya called its publication on this matter the Bullheaded Times. President Boris Yeltsin fired the mayor himself.

The eighties saw a rise in street fighting, neighborhood against neighborhood, both in Leninsk as well as in other cities throughout the USSR. Compared to the mass fighting in Kazan, the fights in Leninsk were not quite as bloody and got less coverage. Nevertheless, there were a few dozen guys per side. Sticks, knives, and metal bars were the weapons of choice. The teenagers injured and sometimes killed one another. An eighth grade classmate, for instance, was shot through the leg. Sometimes you’d wake up in the morning and the fence outside would be missing, the stakes pulled out during the night to be used in the fights. There was even an article ( The Sweater Thieves) in the Komsmolskaya Pravda about these bloody fights in Leninsk-Kuznetsky.

The park where the municipal discotheque was held was in District 4. If anyone came from a different neighborhood, they’d be beaten up because they were in the minority. Central kids weren’t allowed to go there and neither were the Bazaar kids (of which I was one). I did go to the disco a couple of times. On the first occasion I had to run away though; on the second I got my head smashed in. I tried to avoid showing my face there after that. I’ve never been one to pick a fight-neither on the streets, then, nor in business, now. My experiences in Leninsk gave me a sense of where I ought not to go and a sense of when I ought not to go there.

One day, for example, I went ice-skating at the stadium. These huge punks came up to me. One of them asked,

“Where are you from?”

“From the Bazaar.”

“I see. You’re from the Bazaar.”

Then he socked me in the face.

I fell flat on the ice, blood gushing from my nose. To make a long story short: they beat the crap out of me. I couldn’t run away in the skates and I couldn’t hit those big losers back. What was I to do? I packed up my skates and went home. I never went back there, but instead skated exclusively at my local stadium next to Kirov Mine.

After I finished eighth grade, I changed schools, enrolling at School No. 2 in another part of town. But things got so bad there that I had to switch schools again. I could not study at all because of the emotional and physical torment. Why were they doing this?

Still, these experiences made my self-pservation instinct what it is today. On the one hand, given what I suffered, I’m not afraid of anyone. On the other hand, nowadays, I can see gangsters or tough guys from afar and know exactly how to maneuver away from them.

When people tell me that the Soviet era was a good time, I can’t help but smirk. This is because I remember all the bullshit-and I remember it well. What was good about those times? Maybe you could make a case if you were talking about Moscow or Leningrad-but in our city it was neighborhood against neighborhood, stolen clothes, ex-cons, crime lords, fights, and murder.

The mass fighting stopped in the late eighties, as drugs became more widespad. Getting high brought people together; it rendered them friends and brothers. At first, grass started to circulate; later on, heroin came on the market. In the early nineties, a lot of my peers and some younger kids died. They say that the youth of today saw what was going on back then and are afraid of drugs. From what I can tell, though, drug abuse remains a serious problem.

Strange things were always happening in Leninsk. People would go missing on a regular basis (and still do). When my parents lived in Polysayevo and I was serving in the army, their neighbor’s husband Slava disappeared. The last that anyone saw of him was one day in Kuznetsk Mine. He was gone, after that, for two weeks. As it turned out, three of the miners were standing at the bus stop, waiting for their bus, which was late. A car drove up and three jock types jumped out. They shoved the miners inside and drove away. The three were taken into the wilderness where they were made to do slave labor, hauling cement, bootlegging vodka, and making marijuana products. Somehow Slava managed to escape. Making his way home, he would walk only at night, hiding out during the day. He returned two weeks after his disappearance, all scraped up, wearing clothes he had found in a dumpster. Before he could get inside his apartment he collapsed from exhaustion in front of the elevator.

In the eighties fat women started to go missing. The public said they we were being cut up for ravioli. There was a serial killer in our town too. During the day he worked in the mines; by night he would kill young women in the park.

Our neighbors in the duplex were constantly getting drunk. At night, arguments would develop into screaming matches. Once, as I was falling asleep, I could hear fighting on the other side of the wall-the usual. In the morning, we found out that our neighbor had killed his wife, Auntie Valya. When the police came, I looked in the room. She was still lying on the bed with a knife sticking out of her. My neighbor was sentenced to prison and his son became a virtual orphan.

It is scary to think about it, but a significant number of my childhood classmates have passed away. Some of them died in jail, others were murdered, and still others drank themselves to death. Strict discipline, routine, and sport were my salvation. Now I’m trying to raise my kids the same way. God forbid they should ever know what it is like to lose their freedom. My daughter Daria is 16; I never let her stay over at her girlfriends’ places, even though she asks.

Of course, I tried to do things my parents did not allow me to do. I tried alcohol for the first time in the eighth grade, at a party on March 8-Women’s Day. I was with my friends Slava Zuyov (who died from pneumonia in 2009) and Misha Artamanov (who was shot five years ago under stupid circumstances on a hunting trip). We drank a bottle of Cahors wine and went to the disco to dance with girls. As though puking all night wasn’t enough, my dad beat me with his belt for disobeying. My classmates, on the other hand, came home drunk and their parents closed their eyes to it.

Later, when I was in the ninth and tenth grades, I drank, of course, but rarely. And I always kept it a secret from my parents. At the same time, though, I was getting into cycling-and sports and alcohol, as you know, are incompatible. Although I messed around with booze that last year before military training, it was mostly out of boredom. We would chip in and buy a bottle of wine for 3 rubles 42 kopeks-or sometimes vodka-and would sit drinking it in the playhouse outside the daycare.

My father almost never drank and I guess he passed those genes on to me. I like to relax with a drink, but I wouldn’t do so more than once or twice a month, to be honest. Large amounts of alcohol make me sick, just like my dad.

In the summer the boys and I would go swimming in Inya creek, a tributary of the Ob river. It was against my parents’ rules, so I had to dry my hair and take measures to pvent them from finding out. Sometimes, though, they pd it out nevertheless and would punish me. But really there was nothing to worry about. We had a blast, daring each other to jump off rocks and cliffs three or four meters high. The creek was small and you had to come straight back out of the water as soon as you dove in if you didn’t want to break your neck. It is true that a lot of people drowned there, so my parents’ worries were not completely unfounded. Now, at least, I can pe head first, five meters down off a yacht with no problem!

One day I smoked a little, and when I came home I smelled like smoke. Once again dad got out his belt. This was a common punishment in our family.

A belt is a handy thing. My father’s was brown and hung in his wardrobe. I was whipped a lot. The worst part was the buckle. It was only when I was 16 or 17 and getting bigger that I grabbed the belt and stopped him from hitting me-and my dad ended the practice.

I feel no resentment towards my father. No, I am thankful for what he taught me. Otherwise I would not have made it, considering what was going on around me as a child. Everything you are comes from your family, from how you were raised. We Tinkovs stood apart. My parents made their living honestly and were not drinkers and this gave me a strong foundation. Up until I left for the army, my parents kept me on a tight leash. I had no choice but to behave myself.

I’m almost three in this 1970 photo. At that time, Leonid Brezhnev ruled the country, which would remain at a standstill for a long time afterwards. From left to right: Marfa Yefanova, Timofey Vasilyevich, and Xenia Evstafyevna Tinkov (my grandparents); Evstafy and Anna Yefanov (my great grandparents) and Praskovya Yefanova My grandfather Timofey Tinkov worked in the mines his whole life. He died in 1953 from inhaling poisonous gases while trying to put out a fire.

My father, Yury Timofeyevich, loved to read the newspaper Trud. Smokey the cat helped him with this.

This honor roll certificate from when I was in the first grade shows how well behaved I was. It was also the last time I made the honor roll.

My father and grandfather ruined their health in Kirov Mine

Valentina Vladimirovna, Oleg Tinkov’s mother:

Oleg was born on December 25, 1967, at 2:35 p.m., weighing 4 kilos. He was always a healthy, active, good boy. He started walking at nine and a half months. We enrolled him in pschool at two and a half. He sang songs there and played on spoons made of wood.

Oleg learned the letters of the alphabet from his older brother Yura. At five, he could read and count and even knew a few English words. The newspaper Leninsky Shakhtyor , the girls wrote a poem for Oleg that went something like this: “Oleg rode far away from us on his bicycle.”

He really did hit the ground running. I worked for 48 years at the school and saw many interesting students graduate. Among them were some that went on to become scientists and arctic explorers. None of them ended up as a successful as Oleg, however.

By eighth grade, some of the kids were trying vodka. Oleg was doing business. My students told me about how Oleg had brought cosmetics back from the Baltics to sell. Oleg traded, exported and imported. At the time, neither his fellow students nor we teachers took these activities seriously.

Chapter 5

The Border Guard, not the Sports Club

When I was working at the mine, all I could think about was the coming Spring-because I hoped to be accepted, then, into the Army Sports Club. If I could not achieve that, then I would have to be a soldier. It was now that my coach Ivan Stepanovich failed me, for the first and probably the last time. I do not resent him for it now. Everything always works out fine in the end. He promised that he would get me a spot in the ASC, but there was only one vacancy. During the 1986 spring draft, it turned out I was not the only athlete born in 1967. There was another, the son of the director of the Novosibirsk ASC. Instead of selecting me, Oleg Tinkov, then-champion of the city and of the Kuznetsk Basin, winner of more than one competition-this son was admitted to the Novosibirsk ASC. He was admitted, too, even though I could have out-pedaled him with one leg.

The strong arm of the old-boy network has always held sway in Russia and always will. Thus I missed out. In April 1986, I was taken into the army and, instead of getting into the ASC, I ended up among the border troops, under the control of the USSR’s KGB. My career as a cyclist, which had held such great promise, ground to a halt. Everything that I did later-my return to sports in 2005-2006, my participation in races, the creation of the Tinkoff cycling team, and the cycling trips to Italy where we cover 4000 km in a month-is connected with the fact that my career was cut short at that time.

As we were being loaded into the railway coach, I looked out the window and saw the new spring growth. It reminded me of a song written by Vladimir Semyonovich Vysotsky:

Spring has just begun,

Most of the people are still indoors,

But I had to get out there, –

Then two arrived suddenly,

With a convoy, with a convoy.

“Get dressed,” they say, “come out!”

I begged the sergeant:

“Let me stay with the Spring!”

But the sergeant took me away. First, we took the train to Krasnoyarsk. From there we flew to Vlapostok and then took the bus to Nakhodka.

When we arrived at the unit, the dischargees took all our food from us. We did not resist. At first we were brisk with them. But they replied: “Let’s get you shaved, then we’ll talk”. We had our hair cut and then were sent to the sauna. Afterwards we were given submachine guns and then mounted Kalashnikov machine guns. This type of gun is very heavy but fires better than the others. It is hard to miss when using it, in contrast to the hand-held variety. We ran cross-country, but the 3-km sprints were easy for me: when I was cycling, after all, we would run 15-20 km during our winter practices.

We would sweat so hard from the heat and the pssure that the fabric of our uniforms would start to dissolve. Within three months they would tear. According to regulations we were supposed to get new clothing every six months, but ours had to be replaced more often. We had to run, jump, and blow things up. Explosions rumbled from all sides-flash! Bang! It is depssing to read about what goes on in the army nowadays. Serious training has been replaced by hazing. The goal then, was to make us into real border guards. If there had been a war we really would have protected our country. The army-or at least the border guard-was really and truly combat-ready.

The rumors about hazing in the Soviet army are highly exaggerated. Things were not all that bad. Believe it or not, we had nothing of the sort in the border guard. It all depended on your officers, their qualifications, and their approach to training. Sure, the army has its hierarchy: I washed the floors, of course, and the senior officers did not. But I was never-not once-punched in the two years that I was there. The worst I suffered was a shove or a minor kick in the butt if I was moving to slow. I was never beat up.

A lot of my friends ended up in the Afghan war and I might have been sent there myself. It was a choice between Afghanistan and the border. Our Fatherland decided that, being 190 cm (6′ 4″) in height, I would be of more use at the border. Three of my classmates who served in Afghanistan came home ruined men. The war taught them how to smoke marijuana and how to do a lot of other things. Up until 1986, when I was in Siberia, I did not know what drugs were. When I got back from the army, though, pot had become commonplace, distributed by veterans of that war. Heroin was next.

* * *

Healthy, young Siberian men were sent in bundles to the border and into Afghanistan. Less were taken from St. Petersburg and Moscow. I have heard terrible stories from friends about how much they were beaten and about how much they drank. The border guard was completely different. Everything was done with pcision and exactitude.

I was admitted to the sergeant training school. For six months, from April to October 1986, I trained to become junior sergeant. These were some of the most trying times of my life, taxing both physically and psychologically. I even considered suicide at one point. After that-until, perhaps, I was training for a race in 2005 (of which more later)-life was never so hard again.

A sergeant lives the good life: no washing floors, no kitchen duty and therefore no dirty dishwater. One day, though, I was stupid and told an officer to screw off. I had my sergeant’s badges ripped off and had to wash the kitchen floors and deal with the trash. This was unpleasant, to say the least, considering that I was in my second and last year of mandatory service. I did get my badges back, though, before being discharged.

Some of you may remember Mikhail Gorbachev’s famous trip to the Far East, to Nakhodka, Vlapostok, in June 1986. He even came to our unit, although I did not see him myself. Our unit was considered an elite one. It was called Nakhodka Independent Identity Check Point and was at the border at Vostochny Port. Because the country’s top official was coming, our combat training all but stopped for two months. Instead, we practiced for Gorbachev’s arrival. What did this involve?

I am not sure how things are today, but in the Soviet Army I was emotionally tormented. It was really a hard thing to take. One would get up in the morning and the clock would be ticking. Instead of socks, you would wrap cloth around your feet and pull on your boots. The blisters would burst and they would have to cut of the wrapping in the medical station. This happened to everyone. Stand, squat, get on the ground, push up! Silence, soldier! Shut up! My calluses got so thick from the binding and the canvas boots that today I can wear new shoes without the slightest discomfort.

My friend Oleg Kakovin, a guy from Leninsk, just could not let go. For three months, he kept fighting with the warrant officers. He would swear at them, but it was pointless. The system was built on the oppssion and destruction of the inpidual. Soldiers are rivets. The goal is to make the person into nothing. When there is no “I,” the color khaki pervades all. As the Soviet rock group Nautilus Pompilius sang: “I haven’t seen a scarier crowd than a crowd dressed in khaki.” Perhaps the same thing happens in western armies.

If my friend Oleg argued or told the sergeant to screw himself, the command would ring out: “Line up, platoon! Three kilometers running. March!” We’d all start running and tell Oleg to cut it out. Or we would be given the order to get up and all of us-except Oleg-would be on our feet. The punishment would be the same: a three-kilometer battle march. But when he refused to obey a third time and we were all forced to run three kilometers as a result, that made us angry. Everyone ran up to him and started kicking him. So you would give up resisting whether you liked it or not. We were disciplined as a group. You simply could not be mouthy or 30 people would get punished on your account. In the end you would suffer. This was very effective psychology. Thank God, I never used this approach in my business relations.

My responsibilities as a border guard included inspecting foreign ships as they were coming into port. We made sure that no one crossed the state border unnoticed and undocumented. It never happened. How crazy would you have to be to want to come illegally into the USSR? There were some that wanted to leave without permission, of course, but it was absurd to think that anyone would want to sneak in! Some Koreans, Japanese, and Chinese did come in legally. We would conduct a formal inspection. Going through the cabins, we saw foreign objects-jeans and magazines-and examined them closely.

This was how I learned my first few words in English:

“Open this.”

Please, go one by one.”

“Show me your passport, please.”

Please, open the door.

In our unit there were two brothers from Bryansk, one of which was a snitch. I beat him up for tattling to our superior, Colonel Zubr, who was scary as hell. If you let one word slip, he would make you dig shit out of the toilet all day long. It was terror: you had to keep your mouth shut and your eyes on the floor. I left the army twenty-two years ago. But if I bumped into Zubr today, I would punch that pig’s face in. Imagine what you would have to put a person through to make him want to kick your head in, twenty years later? And I am not even a resentful guy. I have no hard feelings towards people who have screwed me over, once a year or so has gone by.

* * *

My second year of service was easier, but more hectic too. For the two years I was there I took a break from speculation. After all, it was impossible to sell stuff in the army. My military service marks the only period, two years in all, when I have no memory of doing business. My green shoulder marks kept me barricaded from it. I suddenly had new priorities. I wanted a border guard marks of excellence: level one, level two… The army sucked me in and I found myself working to build my military career, even considering staying on as a warrant officer.

Before I was discharged in April 1988, three of my friends and I applied to serve further. Later, I was even summoned. One of the officers convinced us: what was there to do as civilians? A wide-scale restructuring of the system had begun while we were gone. Everything was a mess. Factory workers were not getting their pay. By contrast, the army meant stability. We were promised full government support, food, and a monthly salary of 200‑250 rubles. Imagine how things would have gone if I had signed that contract! I would be a moron now, a senior warrant officer or captain, stationed in a place like Nikolayevsk-on-Amur.

Border guard captain Tinkov!

But the hand of God was at work. A voice inside me said, “No, Oleg. Go home.” I came to Captain Sayakhov and told him,

“Comrade Captain, I want to take back my application.”

“What! Are you nuts? We’ve already sent everything to Vlapostok and you’ve been approved.”

“I don’t want to be a warrant officer.”

The captain called me an idiot and I was dismissed.

At the same time, Providence protected me from membership in the Communist Party. If you wanted to become a warrant officer you had to be a communist. I even wrote a membership application.

After my discharge, two friends and I flew from Khabarovsk to Kemerovo. From there I needed to make my way home to Leninsk. Gorbachev’s battle with alcoholism was in full swing and it was nearly impossible to buy vodka. We waited in line, bought a bottle, and shared it between the three of us. I got sick, collapsed, and fell asleep right at the station in Kemerovo. I did not manage to get home that night. It was a strange picture: a soldier in full parade uniform with regalia, asleep under a bench in a puddle of vomit. Having slept it off, I went to the house of one of my co-dischargees who lived in Kemerovo. I got a brush from him, cleaned off my clothes, and left for Leninsk.

The army is simply bad, but I am happy that I enlisted. The experience hardened me physically and emotionally. The army is not for the faint-hearted and it is not for little girls. On the whole it was a negative experience and I would rather not go into too many details. Still, I would recommend military service to anyone: you really gain a lot from it and return, ultimately, a new person. It is easy for me to say this, I suppose, since I have already been through it myself. Believe it or not, I can discern to a high degree of accuracy if someone has been in the army-just by having a conversation with him. People who have served have a soundness of mind at their core. In a similar way, I can tell that a young woman is Russian based on a number of factors, no matter how well she speaks another language. I wrote about this in my blog once, which led to a lot of heated discussion.

Let me tell you an interesting story. On February 23, Fatherland Defenders’ day, which is, traditionally, a holiday when women congratulate men for being-well, men-about 200 people filed into our auditorium. I opened the event in the customary way, with a speech. I started with the words “A display of prowess.” I spoke to those gathered about the army, but they seemed perplexed or oblivious. So I asked: “Which of you guys served in the army, anyway?” There were about 150 men psent. I was expecting half of them to raise their hands-or maybe twenty, fifteen percent at least. Imagine how shocked I was when only three hands went up. I felt sick, quickly wrapped up my speech and left.

We have a lot of double standards in Russia. The spectacle of white-collar workers, none of whom served in the army, celebrating February 23 in Moscow offices-and with a bang-brings the word duplicity to mind. Either refrain from celebrating the holiday at all, or just call it “Men’s Day,” as though it were the male counterpart of Women’s Day on March 8. These days hardly anyone serves in the army. Who knows if this is good or bad?

One way or another, on May 28-Border Guard Day-I arrived back in Leninsk-Kuznetsky. This holiday is celebrated completely differently now than it was then. You can see crazy drunks in green berets running down the streets of Moscow and St. Petersburg, yelling, singing, and jumping in the fountains.

Dear reader, I solemnly declare that I am not one of them!

Even though I remember well our battle song:

A border guard must follow cruel laws,

We can’t sleep when others are asleep,

You and I, pal, we’re back on duty.

A border guard must follow cruel laws.

We were taught that the USSR border was sacred and untouchable. We had been warned about the hazing, but none of it happened in our unit. Sure, we washed the floors, while our senior officers did not, but I never got beat up in the two years that I was there. This letter contains the phrase “the doors of any educational institution are open to you.” I didn’t take it seriously. Oleg Ikonnikov, cyclist:

Oleg and I practiced together, went to training camps, and passed the qualifiers for Master of Sport candidacy. He was a very strong finisher. He’d win the criterium and the group races. He could keep a good pace and hold his own in a team when we went to Russia-wide competitions. Even though his age ought to have put him in the juniors he competed with the grown men. He could have won among the juniors, but he was put into a more senior team to fill in the gaps. If he had stuck to it, he would have achieved great heights. The conditions would have to have been different and the coaches more professional, like in Omsk or Kuibyshev. Whoever got into the Army Sports Club (in Omsk) ended up succeeding. If Oleg hadn’t stopped training, he could have been a champion. He has the talent.

It was hard to get into the ASC. You had to get to Omsk, first, then fall on your knees in front of the coach and beg him to take you. Apparently Oleg wasn’t too interested. The team in Omsk was strong. From there you would get into the Central ASC or into the All-Union team. Once the nineties came, getting into the Omsk ASC was your ticket into professional teams. Of course, back when Oleg and I were training, there was no such opportunity. The ASC in Novosibirsk, though, was run like in a village. There really was no good reason to go there, except as an excuse not to join the army. Coaches should do all they can to keep a hold of and promote athletes like Oleg. But we had to promote ourselves, otherwise nothing would work. But that’s supposed to be the coach’s job.

Chapter 6

There Will Be No Wildfire

I came home from the army certain that I would work in the mines.

I got a call from the Committee for State Security (KGB) immediately. They wanted to recruit me. Because the Border Guard was administered by the committee they told me, “You’re already one of us!” If you paid attention to what I said about the values my father instilled in me, however, you will understand why I politely declined.

I was going to be a miner like my dad! He had just retired, so I pd I could take his place in Kirov Mine. I went and put in an application to work there. But I also thought about how nice it would be to take a vacation beforehand.

I happened to bump into my homeroom teacher from school. She told me she was going to work as director of a Pioneers Camp and asked me if I would like to go with her to get some rest. There was a teachers’ college in our town, which ppared future pschool and primary school teachers. Before placement, the teachers had to complete internships as Pioneers’ counselors at a Young Builder camp belonging to a construction trust located in Leninsk-Kuznetsky. “You’re an athlete. Why not come teach phys ed?” my homeroom teacher asked. I agreed and worked there all summer. I would go to work in the mines in September.

Looking back, I think that June 1988 was the happiest month of my life. It turned out that there were only two men in the whole camp: myself and the art director. The artist painted posters with logos along the lines of “Pioneers ahead!” Unlike me, a good-looking chap recently “emancipated” from the border guard, he enjoyed no success of any kind among the women. If you count all the medics, management, and counselors, the male-to-female ratio at the camp was around 1 to 50. The impact was obvious. I felt like king of the camp! The gains in sexual experience were-fantastic! There were even catfights over me. I had money: that same thousand I had earned from selling the Colnago bike. I bought Hungarian champagne by the caseful-paying 5 rubles 50 kopeks per bottle-and kept it in my room, where we drank. I would get up in the morning to do my workout and the whole camp would laugh at me. The team-leaders understood everything and shouted at me: “Oleg, get some sleep!” They had heard me getting wasted with the girls all night. But I would yell back, “Do some push-ups!”

One day they asked me to lead a game called “Wildfire.” I did not know the rules. In order to get out of it, I had to have an affair with the senior camp counselor. She relented: “Fine. You don’t have to lead the game. Who even cares?” The Pioneers asked me,

“When are we gonna play wildfire, Mr. PE teacher?”

“There will be no wildfire,” I answered with confidence.

The sun, the river, wild berries, girls-what else does a recently discharged soldier need? I’d recommend that everyone coming home from the army work a summer as physical education teacher at a camp. For a soldier, it is as entertaining and romantic as it gets.

While I was at the camp I met a girl named Zhanna Pechorkina. She was doing her internship, working part time in the cafeteria as she ppared for medical school. When I saw her in the cafeteria, about three weeks after I had started working, I knew that my days of fooling around were over. It was love at first sight. She turned 17 that June. Given today’s standards, that seems very young, but this was not so in Soviet-era Siberia. At the time, it was considered normal to have your first child at 18. We went on walks in the forest holding hands. Ah, the romance! An innocent girl-my first true love.

We were inseparable and went to the city together to visit my parents. On June 28, 1988, we got on a yellow Ikarus bus departing from the central market in Leninsk-Kuznetsky and went to the village of Yegozovo. Everyone took a seat; we stood on the floor near the back and kissed. The bus drove at an immense speed and bumped wildly up and down. I wondered why the driver was going so fast. Suddenly there was a crash and a grating sound. I blacked out. The next thing I knew, I was lying on the steps of the bus, which had spun to a stop. Getting up, I saw that half of the bus was missing. The back part of the roof was torn off and the windows shattered. The bus sort of resembled one of those tourist buses in London or Paris. In a state of shock, I started calling for Zhanna. I climbed through the hole in the back of the bus where the window had been. I landed on the road and started looking for her. I found her in the ditch, her dress pulled up over her head so that all I could see were her bare legs and underwear. I told her, “What are you thinking? People can see everything.” I pulled her dress down from her face. And then I saw something that I hope never ever to see again in my life-my beloved girl with no head, in effect. Her casket stayed closed at the funeral.

I grabbed her hand, choked with memory. Then I felt hands grabbing me from behind and I heard someone say, “Get this one to the ambulance immediately!” My head started spinning once I got to the car. I spit and saw eight teeth fall onto the pavement.

What had happened in that fateful moment? As we were standing there, kissing, a KamAZ truck, driving too fast, hit the side of our bus. A pole broke loose from the force of the impact and I was thrown to the floor and onto the steps. I did not fly out of the bus and that saved me. Zhanna had been standing with her back to the pole, while I faced her. The pole just ripped through her head. She got the brunt of the blow, while I was hit with less force. Because Zhanna was six inches shorter than me, she got hit in the head, while I was struck in the teeth. Essentially, she saved my life by blocking the blow with her head. It is ironic that this happened just as we were kissing.

This was the first time that my life was spared. The Lord protected me… I was taken to the hospital. I underwent multiple surgeries. Investigators came and got information from me. I was totally devastated by this tragedy. What a thing for a twenty-year old man to suffer…

I could not look our mutual friends in the eye; I could not look at her parents or at buses or at the town. As Nautilus Pompilius sings: “I looked at these faces and couldn’t forgive them for being able to live without you.”

I had to leave Leninsk-Kuznetsky.

One day I ran into my friend and neighbor Yura, who lived across the way from me on Kooperativnaya Street. He told me that my other neighbor Vitya Starodubtsev had moved to Leningrad in order to attend school at the Mining Institute. Yura and Vitya explained that it was not that complicated. All I had to do was to get a paper from the mine saying that I had worked there. On top of that, I had already completed my military service. I was fascinated and inquired as to when they were accepting applications. It turned out that I had only one week left. My friend Edik Sozinov, who was still living in Leninsk, helped me. Quickly, we gathered all of the required doctor’s notes and I got a letter from the mine stating that I had worked there for nine months. Once I had all of my documents together and had put on my junior sergeant’s uniform, I got on the train and left for St. Petersburg to start school. To stay in Leninsk would have been unbearable.

About ten years ago, I met up with Edik. He told me,

“I remember how we took you to the train station. But no one believed you’d finish what you set out to do.”

I am not so sure that I believed it myself. I was absent for almost all of my last two years of high school. I then served two years in the border guard, which most likely did nothing for my intellectual capabilities. Who knows what kind of impudence it took to think that I could get into the Leningrad Mining Institute, the top university in Russia, established during the reign of Catherine the Great!

I returned from the army in 1988, grown up and hungry for sex. Looking back, I think that the happiest time of my life was spent working at the Pioneers’ Camp in June 1988 Lidia Irincheyevna Baturova, Oleg Tinkov’s homeroom teacher:

I met with Oleg’s class twenty-five years after their graduation. The kids told me what they had achieved. Fourteen of the students finished school with B’s and A’s, but none of them managed to achieve Oleg’s level of success.

When Oleg Tinkov’s generation was growing up, there were eleven mines and factories operating in Leninsk-Kuznetsky. Later, everything shut down. Circumstances during the stagnant Soviet period were stable at least: you finished school, attended an institute or technical school, got an education, and then went to work. Now these kids had taken their first grown-up steps at the end of the eighties, when the country was in turmoil. Few had managed to stand up to the revolution in our way of life.

All of the social facilities that existed then have closed down: the schools, pschools, and stadiums. The stadium and gym where Oleg grew up and trained as a cyclist have been demolished. There are only five mines in the city now and five of the other larger enterprises have been closed as well: the yarn plant, the light bulb plant, Kuzbasselement, Khimprom, and the clothing factory. Thousands of people were thrown overboard, in a manner of speaking. As a consequence, these people were unable to provide a good education for their children. The tragedy in small towns today consists in the fact that children have no opportunities for development and nowhere to go. I’m already teaching the children of my former students and I can say that it’s a rare thing to see someone achieve a level of education higher than trade or technical school. Only a very few inpiduals are capable of breaking free and going further. The children lack the finances and the motivation. Once Oleg had gotten on his feet, he came to Leninsk-Kuznetsky with his kids and brought them to see the school. His daughter Dasha, who had just returned from America, asked,

“Dad, I can’t believe kids actually go here.” The school is small, poorly maintained and has no funds. So Oleg decided to help. He was the first graduate of the school to donate money for repairs and equipment for his class. He wanted the kids to see that you can succeed through knowledge and schooling. I’m grateful to him for using gifts to encourage people in the right direction. His charity gave rise to a conundrum in the graduates’ minds: why is he able, but we are not? A whole movement was started. Everyone wanted to help out as much as they could.

The municipal school board received an official charitable donation in the amount of 150 thousand rubles. The bureaucrats decided to hold on to the money for a while in order to profit from it. I received a call from Oleg, who was in Italy at the time:

“Did you get the money?” My answer was,

“No.” He started swearing,

“Don’t just gape, find it!” He gets like that sometimes. I got in contact with the local criminal authorities, some of whom I had taught in school. Immediately, the money was found.

The municipal school board accounted for every kopek. And I had to keep Oleg just as informed as I was. I know my student. He can be very nice, but when it comes to money, he’s incredibly strict.

We ordered new furniture for the classroom, but it was taking forever for the delivery to come. September 1 was just around the corner. Once again, I had to involve the criminal element. These guys like Oleg a lot and respect him for helping the school. They drove to Kemerovo, where the furniture manufacturer is located. As a result, the furniture arrived the following day. Everything was assembled and set up over night.

When Oleg came, I showed him everything: the new windows, the newly laid linoleum floors, the desks and chairs, the board, the TV-VCR combo, the video camera and the audio library for geography class. It seemed like his mind was elsewhere, but he took note of everything and was interested in the details. He hadn’t just doled out the money like an aristocrat-he wanted to be sure that his money had been put to good use.

The next time he came to see what we’d done, everything had been set up. We reminisced about the new furniture that was brought to the school in the summer of 1980. We workers at the school, as well as the kids and parents, assembled everything ourselves. All of the chairs were still in tact, including the one that Oleg had put together and signed with his name over 20 years ago. We had his son Pasha sit on that chair.

This wasn’t the only time that Oleg helped the school board. We really wanted him to build a school, but he decided to build a playground instead, along with Natalya Vodyanova and Alexei Prilepsky. Good for him! I value his humanity. When he comes to visit, you never get the impssion that he’s stuck up or seeking attention. He always asks about everyone and takes an interest in how things are going and who needs help.

That last time we got together as a class, we noted with great sadness that six of the students have now passed away. All of them were Oleg’s good friends. Each of them went down a different path. Some got involved with organized crime and two girls drank themselves to death. Their male classmates can’t believe it.

Some of my earlier graduates fought in Afghanistan, and some of my more recent ones served in Chechnya. The have found it difficult to readjust to normal life.

To tell the truth, some of the groups of kids I’ve seen through to graduation ended up much worse off than Oleg’s class. In one class, for example, all but one of the boys served time. Many have died. The neighborhood where Oleg grew up became a hotbed of drugs. Thanks to sport, Oleg was able to catch hold of life and get further than these others.

My memories of Oleg are all good ones. He can be harsh and severe, but he always keeps his head about him. I really hope that he retained his grasp of, and sensitivity to, the situation at hand. This is a skill we lack. May everything be good for him.

Young people are living a modern life. You are insiders. We stand at the curb and can do little to affect what’s going on-except through you. Students are smarter than their teachers. We provide a base; we lay a foundation. What grows from this is up to the child. Every student, no matter who he or she is, is unique. As long as you don’t put too much pssure on kids, they will rise by themselves. My motto is “Teachers should bring up children so they can be learned from.”

Chapter 7

Change! We Wait for Change!

When I applied to the Leningrad Mining Institute, the physics professor took pity on me. At the exam I could not explain Newton’s second law. He looked at my sergeant’s shoulder marks, and my badges of excellence from the border guard and said,

“Do you promise to bring your physics up to snuff before the start of the semester?”

“I promise!”

“Okay, I’m giving you a C.”

“Thank you!”

I was really pleased, considering that I had already been given B’s in composition and math. I got in! It was a good thing that I had come dressed in uniform. Otherwise I would have ended up at Moskovsky Station waiting for a train to Leninsk-Kuznetsky-something I did not want at all. I cannot remember what that professor’s name was, but I would thank him, if I were to see him again, for offering me the chance to give life in Leningrad a shot.

Strangely enough, I did well in school. Because I had barely made it into the program, I had to promise myself that I would study hard. I sat in the first row, the best place for absorbing knowledge. I can still remember our math professor, Lobazin, and our physics professor, Mezentsev. If I could not understand something, I would come up to the teacher after class and ask him to explain further. My studies bore fruit: I was the first in my class to write my final exams and I was even one of only four students who passed physics on the first try.

At the institute I met the most cultured intellectual people. The best people in the country. The professors were the embodiment of intelligence. Their speech, their approach to the material, their love of liberty, and their ambition captivated me. It amazes me to think that such obviously anti-Soviet ps could end up teaching in a state-run university in the USSR. They criticized Soviet authority-some of them doing so indirectly, but the more courageous ones just telling it like it was. Some of them would make post-lecture announcements such as, “Remember, Nautilus Pompilius has a concert tonight.” The professors at the Mining Institute planted the seeds of nonconformism and inner freedom in me.

I do not know how things were in Moscow at that time, but in St. Petersburg everything was light and color. After its founding in 1703, the city was originally the freethinking capital of Russia. The Decembrist uprising of December 14, 1825, the workers’ revolt of January 9, 1905, and the 1917 revolution all happened there. It is not surprising that the years 1988-1990 saw an intensification of anti-Soviet sentiment in Leningrad. I just cannot understand why there has been no protest in St. Petersburg during the current stagnant period in our country.

Back then, freedom was in the air. I was really excited about all of it. I remember buying a badge reading, “Yegor, you’re wrong!” The slogan referred to Yegor Ligachev, who had interrupted one of Boris Yeltsin’s speeches, saying, “Boris, you’re wrong. It’s not just tactics that make us different now. Boris, you possess a great deal of energy, but it’s not creative energy. Rather, it’s destructive.” People decided that Yegor was wrong. We supported Yeltsin because we believed that he would save the country from communism.

Of course, it was Mikhail Sergeyevich Gorbachev who got the ball rolling. He had the strength and courage to take down the Soviet system from the inside. Of all the leaders of the USSR and Russia in the twentieth century, I respect him the most. He was a member of the communist mafia-there’s no other way to put it-and decided to fight against it. He was a rule-breaker. He broke down the very organization of which he was a part, in order to offer us freedom.

A lot of people say that Gorbachev had no choice-that everything would have unfolded exactly as it did regardless of his involvement, but I disagree. I think he had a choice. He could have tightened the bolts, as Andropov did in 1982-1983. But this was a person who had been elected as the General Secretary of the only political party in the country-and it turned out that he held democratic and liberal views. Gorbachev is the sharpest and greatest Russian politician ever. It is not for nothing that he has garnered praise and respect in the West. The only thing that he did wrong was the alcohol reform. Without a doubt, he will go down in history as the man who put an end to communism. Yeltsin will be remembered as Russia’s first psident. Lenin and Stalin will be remembered too, but with the least fondness. As for the others, my gut feeling is that their memory will be all but erased.

When he dies, we will cry. We will pay him our respects and remember what a good person he was. For now though, as long as he is still with us, I would like to expss my gratitude to him for conquering the communist dragon.

Mikhail Sergeyevich, THANK YOU! My deepest respect!

We still hear the voices of those idiots that praise the Soviet Union. What is there to praise, anyway? It is unfortunate that those in power in Russia today often appeal to the USSR. Some even anticipate its restoration. But that is something that I would most certainly not want to see. I would not want to see a specific quota of mohair scarves allocated to Dushanbe, Tajikistan, where the coldest it gets is plus 10. Nor would I want to see big shipments of plastic ice hockey sticks being sent to Tashkent, Uzbekistan. The Soviet economy was inoperable. The system’s collapse was just a matter of time. And then there was America dragging us into the arms race. But even if that had not happened, the crash would have been inevitable.

In the last few years we have seen a governmentalization of the economy; once again, today, we see socialism baring its teeth. Half of the economy now hangs on Gazprom, along with some soccer and hockey teams. We are treading water, in spite of Gorbachev’s breakthroughs and in spite of the work that Yeltsin did towards accelerating our country’s development. We have strayed from the path. We have taken one step forward and two steps back.

I would stress that my argument must be understood from an economic standpoint. I am no political scientist or politician. I do not know how many parties there are in the country. But I am certain that there are more than one. The economy must operate in accordance with capitalist mechanisms. It is the best approach that we have thought of. Take, for example, communist China’s economic successes. They are based on market principles. In this respect, their approach has not been socialist in the least.

In the summer of 1988, before I started my studies at the Mining Institute, the nineteenth Party Conference was held. At this conference, changes were announced, changes bearing on the Communist Party of the Soviet Union. It had become clear that communism was weak and could not last. The wind of change was blowing from the Baltic Sea, the Bay of Finland, and from Europe. The Scorpions would sing about the wind of change in the nineties. In Russia, the rock group Kino was already singing about it:

Change! Our hearts require it.

Change! Our eyes need it. In our laughter and tears and in our pulsing veins:

Change! We wait for change!

During my very first semester at the institute, our trigonometry professor told us about Anatoly Sobchak, a teacher at a nearby university. Sobchak’s star was only starting to rise. He was fighting for the most basic of western values: democracy, inpidual liberty, and private property.

At the end of the 1980s, we believed that everything would change and we would be the ones to make it happen. There is a reason why university students are considered key to revolutions. In spring 1989, a miracle happened: we elected Anatoly Alexandrovich Sobchak to the USSR parliament, repsenting the Vasilievsky Island District 47. I am glad that my vote played a part in that victory. Sobchak could not win in the first round, even though he had a majority of votes. But in the second round his win was unequivocal. One of the voting stations was in our dormitory in Building 5, Shkipersky Stream.

I fell in love with St. Petersburg. Vasilievsky Island, the buses full of foreigners, the imported goods, the colored lights, the wide prospects, the steamships-it was a country boy’s dream come true, especially after I had come so close to becoming a warrant officer. I just went crazy. I was in awe of the wealth of knowledge available at the mining institute, the statues by the entrance, the huge staircase leading down to the Neva River, the neighboring Baltic factory, where a reconstruction of the icebreaker Lenin was on display. I had only ever seen such things on TV. I would call my state upon arrival in Leningrad euphoric. It was as though I was high all time.

Ever since, I have had my own special relationship with the city. It was in this great, beautiful city that I grew up and became the person and the businessman I am today. It is disappointing to have to say it, but I am not a native Leningrader. And yet I am probably more of a patriot than many who were born there. Of course I consider myself Siberian, but after thirteen happy years in St. Petersburg, I am a most genuine Petersburger.

I went to university in this city, I met my future wife there, and this is where I started nearly all of my businesses. No city in the world has given me anything remotely like what this city has.

So I’ll quote Iosif Brodskoi:

There’s no country or graveyard,

Which I would pfer.

It’s on Vasilievsky Island

That I’ll be interred.

I associate the Leningrad of the late nineteen-eighties with the rock band Kino and its lead singer Viktor Tsoi. My Baptism

In December 1988, I went to Nikolsky Church to be baptized. The priest asked me,

“Do you know the Lord’s Prayer?”

“No.”

“Then I can’t baptize you. Go learn it.”

I memorized the prayer on the plane on one of my trips to Siberia. I still remember it:

“Our father, who art in heaven. Hallowed be thy name. Thy kingdom come, thy will be done on Earth, as it is in Heaven. Give us this day our daily bread. And forgive us our trespasses, as we forgive those who trespass against us. Lead us not into temptation, but deliver us from evil. Amen.”

On December 25, 1988-my birthday-the priest baptized me.

Chapter 8

The Mining Trade Institute

The Leningrad Mining Institute is the oldest technical school in Russia and is, for all intents and purposes, where international mining science originated. Because of this, at the end of the eighties, the Institute’s student body included people, not just from the socialist camp, but Americans and Western Germans as well. For the most part though, international students came, naturally, from “third-world” countries in Asia and Africa.

When they came back from holidays, they would bring merchandise with them. A lot of them flew through Berlin, while students from former French colonies (Algeria, Burkina Faso, Côte d’Ivoire) had stopovers in Paris. They all wanted to earn some extra cash. They came to Russia with jeans, perfume, and cassette tapes. After exams were over they would return home with their money in foreign currency-dollars, marks, or francs.

The foreigners were not good at selling on the street. Maybe they were just scared to do it. Instead they sold their goods to Russian speculators, like me. On the street, my profit would reach fifty to one hundred percent. I lived off this margin. To tell the truth, though, I did not save much as we loved to party in the dorms.

I soon realized that, in Siberia, goods that were in short supply could be sold for twice as much again. For instance, I could sell cosmetics kits in Leningrad for 25 rubles, while in Leninsk-Kuznetsky they sold for 50. Lipstick was 15 rubles in the city, but 25 in Siberia. Of course, when I could, then, I tried to sell in Siberia.

In Leninsk I would come to the shoe or yarn factory, which were staffed mostly by women. Because they would not let me in through reception, I had to climb through a window. The workers already knew that there was this guy named Oleg from Leningrad and that he traded in scarce, imported products. I was able to make even more money there than I would have if I had sold the stuff at the local market. This was because the women liked the idea of making their purchases from the comfort of their own place of employment. This is just another example of the importance of service in business.

(I still remember the lessons that I learned then. In particular, the savings program launched in 2010 by Tinkoff Credit Systems is based on the same principle: a bank repsentative comes to where you are when you want to open an account.)

Of course, sometimes, the merchandise turned out to be complete crap. Once I bought lipstick with glitter in it from some Gypsies on Staronevsky Prospect. Later I saw how they made it. They would take shiny chocolate wrappers, cut them into tiny pieces, and add them to the lipstick.

In the main, I sourced my merchandise from foreigners. Another source, however, was a fellow student at the Mining Institute, Igor Spiridonov. He was from Prokopyevsk in Kemerovo Province. Igor sold in small bulk: cosmetic kits came in full boxes; lipstick in blocks of 100 each; VHS cassettes in packs. I bought my first consignment in cash and sold the goods inpidually in Siberia. A week later, I bought more. Because Igor and I were fellow Siberians, he offered me a larger consignment and said I could pay him back after I had sold the product. In this way I made money off the difference with no investment.

At one point I was flying three or four times a month. I would load up a couple bags, buy a ticket to Kemerovo for 60 rubles, and then sell the goods in Siberia for twice as much or more than they would have cost in St. Petersburg. Of course my trips were not just about business. I also spent time with my friends, Edik Sozinov, Alexei Smirnov, Zhenya Brekhov, and Alexei Prilepsky. I even convinced the latter two to apply for university in Leningrad.

Later, I started bringing stuff back to sell. A group of Yugoslavian construction workers were building a hospital in Leninsk-Kuznetsky. They lived in what was called the Yugoslavian Village, in trailers. They brought German marks with them from Europe. You could not buy anything in Soviet stores with foreign currency, however-be it vodka or treats for the girls. Because the Siberians had no need for foreign money, I bought the marks from them at a ludicrously low price and sold them to speculators on Vasilievsky Island. If I remember correctly, they cost me five rubles each and I sold them for nine. Such was the Soviet Forex!

Most of the people studying at the Mining Institute were from regions where there was an active extraction industry. There were a lot of students from the Kuznetsk Basin, Don Basin (Donetsk, Chervonograd and Shakhty), Vorkuty, and Ukhty. There were a few students, too, from Slantsy and Yakutia, where diamonds are mined. I tried to stick with guys from Kemerovo Province; we were from the same area and I was used to trusting my own. I considered them more reliable and understanding.

But this approach almost backfired. Vitalik from Kemerovo, who was about five years older than me, got me involved in some shady dealings having to do with gold. And I crossed a few lines. I am ashamed to admit it, but it got to the point where I was taking part in some straight-up thievery. Thank God, I had the strength and soundness of mind to get away from these people. The Lord led me away. They wanted to expel me from the Institute. I lost so much. Worst of all, I lost my good name in the dormitory. The most important thing, though, is that I stopped hanging out with that crowd.

So why am I writing about this? None of us is perfect. Young men arriving in a new city are bound to get mixed up with bad apples. You have to try your best to avoid them, but if it is too late for that, then you have to have the strength to walk away. Now, I never judge people for their mistakes-remember that even Pinocchio got mixed up with the wrong crowd. But he showed what his character was like by breaking away. I was like Pinocchio in that story. I was led astray by their high life: the restaurants, discos, and strip chúng tôi was all so tempting. After all, before I came to Leningrad I had not even seen the inside of a restaurant, really.

One way or another, I decided that I would never become involved with crime. And although the article against speculation was only removed from the Criminal Code in 1991, it had been largely unenforced for a long while before then. Undoubtedly, I should have been more careful, but I was afraid of nothing in pursuit of the good life. I had to keep speculating.

Every day, during our long break after second period, we speculators would meet at the Mining Institute, in a wide square hall, which we called the “meeting spot.” People could get onto campus without documents and speculators from various neighborhoods, from places like Aprashka (Appraising Door) and Galyora (Gusting Door), came to the Institute to buy product. The meeting spot was a place of intense commercial activity. Items for sale included clothing, appliances, and electronics. Currency was also exchanged. Trade was evolving. At first clothing and perfume were the most sought after items; later, demand for electronic gear grew. For two years dual-cassette tape recorders were all the rage. We called them soapboxes.

We students made money any way we could. I would buy vodka at the store, during the day, and then sell it in the dorm, at night, for 20 rubles. Some people accused me of being an animal for this, but I disagree. If you do not go to the store, during the day, to get your vodka-and you want some at night-then you have to pay up. Nothing is free, including drink, when a sudden urge to have some sets in. My fellow students would get mad about it, but they would buy the vodka. One kid got a VCR from his parents and he used to charge a ruble to anyone who wanted to watch a movie in his room. All was right and fair: the VCR was an asset and assets should bring you profit. We would stay up all night watching movies starring Sylvester Stallone, Bruce Lee, and Arnold Schwarzenegger. We thought action movies were the height of cinematography.

* * *

I liked it in Leningrad, but I missed my friends in Leninsk dearly. In the winter after I had finished my first midterms, I almost made the biggest mistake of my life. There was a university transfer system in the Soviet Union, which allowed you to transfer to a more pstigious school after you had been accepted to a lesser one. In the winter of 1989 I went to the Kuznetsk Basin Polytechnical Institute in Kemerovo. Like the Mining Institute in Leningrad, it trained future mineworkers.

The young woman in the transfer department looked at me like I was an idiot.

“What! Are you stupid?”

“I’m sorry. What do you mean?”

“We have fifty students waiting on transfers from Kemerovo to Leningrad. What are you doing, man? Don’t screw around.”

She changed my mind; I withdrew my transfer documents. I feel like God was at work here too. That girl at the Institute could have taken all my papers without saying anything. I probably would have ended up working as an engineer or something in the mines in Leninsk!

Cosmetic kits cost 25 rubles in Leningrad. In Siberia, their price was double. One of my first investors, Oleg Korostelev, his wife Vera, Rina, and I in Morskoi Restaurant. Eduard Sozinov, a friend of Oleg’s from school:

Every time Oleg came to Leninsk-Kuznetsky, he would bring something to sell. It was the simplest way to make extra money. Before, this was called speculation; now we call it business. At the time, though, I thought it was a completely normal thing to do. He’d bring jeans and coats people had ordered-in small amounts, though. Mostly he sold cosmetics, however. Women go crazy over things like that and the stores didn’t carry anything. Lipstick and perfume sold like hotcakes, because the price was reasonable. Jeans, on the other hand, were something very few people could afford…

Igor Spiridonov, Oleg’s business partner during his university years:

I lived in a dormitory on Maly Prospect (Oleg lived on Shkipersky Stream). Oleg had good connections when it came to sales in Siberia. I knew where you could get stuff cheap in Leningrad. During our early days of speculation, the main products were clothing and toiletries. Later we started speculating on currency and electronics and started making grown-up money.

The first time Oleg came to my dorm on Maly Prospect, he told me that he was from Leninsk-Kuznetsky (we were practically neighbors, as I was born in Prokopyevsk in Kemerovo Province). He had heard from someone that I had merchandise for sale. A week later he came back and said he had sold everything. “Nice turnover,” I thought. Mostly Oleg bought cosmetic kits, VHS cassettes, and lipstick. Later on, like good neighbors, we agreed that he would take a bigger shipment of merchandise to Siberia and pay me when he got back.

Chapter 9

Gangster Stories

In Leninsk-Kuznetsky I saw some real tough gangsters. When I moved to Leningrad, I came into contact with athletes who called themselves gangsters. They were from Tambov, Kazan, and Vokruty, and because they did not know how to do anything else, they took up hustling. You would join a gang based on what part of the country you came from. Unlike in other cities, in St. Petersburg there were few people from the south. Chechens and Dagestanis played only a minor role there. The top guns were from Slavic gangs, which were dominated by former athletes. They were not really gangsters in an ordinary sense.

At the end of the eighties in St. Petersburg, if you were doing business then gangsters would inevitably become involved. This happened, for the first time, when I managed to sell a can of black caviar to some foreigners at the Pribaltiyskaya Hotel for fifty dollars-an insane amount of money at the time. It was the first time I had ever held a fifty-dollar bill in my hand. I nearly went nuts. To my dismay, the in-house gangsters saw me making the sale and decided that they deserved a cut. I had to escape through the restaurant kitchen, running past the frying pans with food cooking in them, just like in mafia movies.

The Mining Institute was under the protection of some guys from Vorkuty. They were big and aggressive and liked to rock it out at nightclubs. You would not say that they were well-structured, but they sure had biomass. The prostitutes on Vasilievsky Ostrov paid them for protection, as did the currency dealers and rich kids who sold matryoshka dolls. This was nothing serious, just old-fashioned racketeering. Now I realize that the gangsters did not make all that much money, but at the time they seemed super-rich, driving 2109 Ladas and eating out at restaurants.

My first encounter with the Vorkutians came when I was in my first year of university. I and our Komsomol rep, Vitya Cherkashin, were returning home from the pub across from Kazan Cathedral. We were a little tipsy when we got back to the dorm. We noticed the Vorkutians loitering there, as they often did. Their boxer, Igor, was harassing people and a few of the others stood nearby watching and laughing. Vitya and I were walking down the hall. They were walking towards us. I was certain that we were going to get punched and possibly kicked. If we pushed up against the wall, they would take exception; if we walked straight towards them, they would get mad. They would get pissed no matter what. Once we had reached them, the boxer took his stance.

“Whatchya gonna do, Tinky?” he sneered.

What was I to do? The beer and lack of options gave me the guts to act. I had nowhere to turn. I remember that I had been taking boxing at the Mining Institute for six months, at that point, and we had only worked through one punch-the right straight. I did not think about matters for long. I took up my position and followed through with the punch. It was a good hit, for me, but not so much for Igor. I got him in the jaw. Boxers know that this is the worse place to be hit-you can fall down immediately. I thought it was over, that they would kill me. Contrary to what I expected, though, his buddies, who were standing close by, opted not to get involved. None of them wanted to go down second. They just shit themselves! I shouted something along the lines of,

“That’s what’ll happen to every one of you!”-and withdrew.

Realizing I would be screwed if I stayed around, I ran out of the dormitory five minutes later, caught a cab, and went to my girlfriend’s place. She was studying economics and lived on Bolshaya Morskaya Street. The next day, after class, I came back to my room. I sat waiting, knowing they would be coming. The ringleader entered and said,

Suddenly, I was recognized all over and my reputation inched upward. One fine day during the long break, some strong men from Vorkuty, wearing black leather jackets, approached me.

“We’re going outside. We need to talk,” one of them said.

We went outside and stopped on the staircase in front of the chemistry department.

“So, you’re selling here?” one asked.

“Yeah, I’ve been trying to earn some money.”

“You’re going to have to pay us. You’ve got to feed the bros.”

“What does this have to do with me?”

“Listen, you! Are you looking for trouble?”

Of course I was already ppared for this moment.

“I couldn’t care less who you need to feed. I have a dad, mom and brother. They’re the only ones I owe anything to-no one else. If you harass me again, I’m writing a police statement.”

“Listen, what the hell is your problem? Don’t you know the rules?”

“I’m not interested in your rules. I set my own.”

“Okay, fine. What point is there talking to this piece of trash?” They threatened me and left.

Naturally, I never had to deal with them again and I kept on working.

Ever since then, I have understood that the dumb underdog gangsters are easily scared, while their leaders should be used; you might borrow money from them. They are rich and they have their head on their shoulders. Later on, I borrowed money from certain organizations, understanding clearly that they were controlled by people whose names were often mentioned in criminal histories. I took loans from them rather than from banks, at interest rates that were reasonable-to say the least. Should it make a difference where I get my loans? They had capital and I did not have the money I needed for various projects. And you would never hurt someone who owes you. No one would. They thought they were using me, but, in my view, they were the ones being used. Not many of those people are still alive today, although now and then I do see some of them around St. Petersburg. Now they have realized who was using who. After all, I was paying them at a fixed interest rate, but in the end their money earned me much, much more.

In the 1990s gangsters liked to follow a scheme called “raising hogs.” They would give money to an entrepneur, would get a share in the business, and then, when the company started to go under, they would milk the owner dry. Or kill him. I would never give gangsters a share in my business, because it always ended badly.

As long as he has something to hide, a businessman will always fall victim to extortion. For the moment, unfortunately, law-abiding businessmen are few and far between. A lot of people want to get rich in six months, buy a yacht and plane, and move to Monaco. In order to achieve this, they avoid paying taxes, or customs duty, and they bribe officials. They give extortionists something to work with.

My situation is different. I have been laboring hard for 20 years and yet I have not acquired anything extraordinary for myself. Compared to the average man, I am very rich, to be sure. But from the point of view of the richest, I am poverty-stricken. I am not accustomed to fast money and I am not willing to break the law in order to make a profit. I will not go against my own conscience. That is why I will not let anyone make my life difficult. It would be unfair. I will protect my rights by whatever means possible. As for those who steal from their country or from others, their lives should be made difficult. You must not forget, I have a home in St. Petersburg and a lot of my friends are high up now. I am respected. I receive offers of help as soon as I have a problem. A lot of people might say, “Well, I haven’t got any influential friends from St. Petersburg!” I am just saying that you must use your head and act in a way that protects you from harassment.

Again, I never got involved in any business with a really high profit margin that would be of interest to the mafia. A lot of my friends and other acquaintances have been killed, sometimes for no apparent reason. But I have never had bullets flying by my head-not even during those dark and dreary days when human life had lost nearly all its value.

I do have one story involving bullets, actually, but it has nothing to do with business. It was December 25, 1992, and I was celebrating my birthday in the Pribaltiyskaya Hotel. After dinner I invited all of my guests (there were eight or ten of us) to the dance club Eldorado in Karelia Hotel. It was controlled by thugs from the town of Tambov. A few of them sat a couple of tables away, giving us dirty looks. As the night wore on, most of the girls left the club. Finally, our wives were the only women left. One of the smaller thugs, who wore a cap, came up to Rina, pulled at her hand and said,

“Come on. Don’t ya wanna dance?”

I took hold of his hat, pulled it down over his face, and told him to you-know-what off. He hit me first, I hit back, and so the fight started. There were five of us and nine of them. The police put an end to the fight, but the gangsters went outside, got in their cars, and waited for us. The cops that worked at Karelia enjoyed some kind of relationship with the gangsters and maybe even got money from them. The policemen told us straight up,

“Guys, you’re screwed. You’ve got no chance. Get whoever protects you in here, otherwise you’re dead.”

The cops were slow to understand their pdicament. Half an hour later they realized that if we were killed, they would get in trouble too. In view of this, they offered to take us to the station. They backed a police van up to the exit and one by one we jumped inside. When they saw that we were going to get away with our offensive behavior, the gangsters drew their guns and jumped out of their BMWs.

The cops started shooting into the air.

“Everyone in your vehicles!”

When the van started moving, the mob cars followed us. They followed us all the way to the station. I was on the edge of my seat, as though I were in a movie. When we got to the police station, we were put in a cell. The police told us to wait until morning and then to call whoever it was that protected us to come pick us up. I really value my freedom, but I was totally fine with spending that night behind bars. By morning, the thugs had gone. We all went back to our homes and for the next couple of weeks tried not to stray outside.

Eduard Sozinov, a friend of Oleg’s from school:

The street fighting in Leninsk-Kuznetsky stopped after we were discharged from the army in 1988. The reason was the rising popularity of drugs. Within what seemed like moments, everyone united and became friends and brothers. At first grass and bud were the mainstay, but later on heroin made an appearance. During the early nineties, the shit infected the city and a lot of our peers died. Practically every single young adult used. No one tried to avoid it. At least everyone tried it once. I’m not sure about Moscow and St. Petersburg, but I think that drug-use thrives to this day across the country.

During those terrible, dark times, Oleg tried his best to stay away. The place was a cesspool of drugs and murder. For several years the shootings and funerals were incessant.

Oleg took pains to be careful. He made sure no one knew he was coming. One day, we were told some people were looking for him; it sounded as though they wanted to kill him. The boys had found out that he had money. They wanted to take everything they could from him. Probably the first order of business was to track him down, harass him for money, and then, based on his reaction, decide whether to put the squeeze on him further.

Oleg used to say that you could actually talk to the gangsters in St. Pete’s, but the ones back home wouldn’t listen, no matter what you said. He never even tried talking to them. Still, his trips were frequent, because he had to keep up his business in Leninsk. And he had to visit his parents. For safety’s sake, he avoided spending the night there. We found him a rental each time he came.

After the collapse of 1991, Oleg brought a large consignment back home. There was wine, vodka, and some kind of clothing-denim skirts, perhaps. The city bomb shelter was stuffed full. But there was a robbery and a lot was stolen. Oleg even went to the police, but they ended up finding nothing. It’s a good thing that Zhenya Brekhov and I had sold off some of the vodka and wine to various stores the day before.

Chapter 10

The Girl from Estonia

The dorm on Nalichnaya Street housed students from various faculties of the Mining Institute. I met an awesome girl there, at a dance, in April 1989. Here name was Ira. We danced and I fell in love. I always try to bring things to their logical conclusion. That night, though, it did not work out. The night was nearing its climax and I noticed that she had disappeared. She must have gone to her room. My search turned up nothing.

The next day I was walking by the math department and saw her (or was it someone else?).

“Ira! Hey!” I said with a start.

“I’m not Ira, I’m Rina.”

That is how, thanks to a random dance with a girl named Ira, I met my future wife, Rina. It was not until twenty years later that we were officially married-but more on that later. The next time we met was two months later, in June. I had gone into the grocery store at the corner of Gavanskaya Street and Shkipersky Stream to buy some sausage. As I stood in line, I noticed the same girl that I’d seen before, as I was walking by the math department-Rina.

I bought her a birch beverage for 11 kopeks and she had the indiscretion to tell me her room number. The following Saturday, I and my friend Edik, from Vorkutia, grabbed a bottle of wine and went to visit Rina on Nalichnaya Street. She had two female roommates and so Edik and I were happily outnumbered.

The Gavan Hotel had recently opened on Maly Prospect on Vasilievsky Island. It was not long before I took Rina there. We paid three rubles for entrance to the Hotel because it was part of the Intourist system and was not technically intended for Soviet citizens. You had to walk up to the glass door and show the doorman your open palm with a bill in it. He would open the door, take your money slyly, so that no one would notice, and let you into the hotel. There was a bar on the top floor. The barman Albert was an enterprising man in glasses. According to the menu, beer cost 55 kopeks, but everyone paid a ruble. Some people asked for change. When they came back for more beer, Albert would say, matter-of-factly,

“We haven’t got any beer.”

On this occasion, I got Rina really drunk and brought her back to my dorm. She gave in immediately, of course. It was not just anybody that could show a girl the kind of good time that I had. The moral of the story is simple: without money, you can accomplish nothing with women. I am kidding, of course. Rina is not materialistic. I took her to some cooperative restaurants, a few times, but later my money ran out. So Rina started taking me out! My sense was that she had money because she was from a fairly well-to-do Estonian family. According to her, however, it was because she was careful about how she spent her stipend. Whatever the case might have been, a girl paying my way was unacceptable. I started feeling shabby about it. I realized that the time had come to start making real money. I started putting twice the energy into my speculation business. My motive was simple: I wanted to take this beautiful girl to restaurants. The size of my consignments grew.

But I proved unable to get rich quick. I remained in the dorm and Rina moved in with me. It was we two, plus Andrei Pavlov from Kingisepp. Hungry days ensued. Andrei’s mom would bring him a sack of potatoes once a month and that is how we fed ourselves. I cannot stand potatoes to this day.

One day I stepped out of the kitchen to get some salt. When I came back, I discovered that someone had taken the whole pan of potatoes. There was an unwritten rule that said: make sure you stay with your potatoes during the last five minutes of frying-otherwise they will be stolen and later you will find your empty pan back in the kitchen. Sometimes people’s soup even went missing. There was no point in looking for it as 150 students lived on our floor alone.

There were bedbugs in the rooms. We would poison them, but they were never gone for long. Moving the beds away from the wall and into the center of the room afforded us some protection, but they would still climb up the walls, along the ceiling, and then fall on us from above, feeding on us once more. All of these domestic annoyances pushed me to do greater things. After all, I’d seen fortunate speculators who rented or bought their own apartments, drove their own cars, and were always going from restaurant to restaurant.

Sometime after I had finished my first term, I went to a regular store and bought some cans of red caviar at government prices. I got into a commuter train at Finlyandsky Station and got a ticket to Repino. I walked to Penaty Estate Museum where the Finnish tourists were filing out of the buses. I simply repeated the phrase “sata marka,” which means a hundred marks in Finnish. I quickly sold all the caviar for ten times what I had paid for it at the store.

After I pulled that off, I felt incredible. The business was easy and the profits huge. I told a kid in my dorm, Volodya, that there was money to be made. The next morning, we bought two whole cases of caviar and made the trip to Repino. After a couple days business with the Finns we found ourselves surrounded with 2106 Ladas with tinted windows. We did not know if it was the mob or the cops. Either way, since nothing good would come of us sticking around, Volodya and I started running in opposite directions. I raced along the tree line, tossing caviar into the bushes as I went. My hands were empty of cash. Even though I was an athlete, I could not outrun the officer, who wore a leather jacket. He caught up and twisted my arm behind my back, told me to pick up the jars that I had discarded, and took me to the Repino police department.

He took me to the special cases section, wrote me up, and confiscated my caviar. I sat across from that overstuffed cop, filling out the papers.

“You know what makes you lucky?” he asked

“What?”

“These problems you had today, they’re minor.”

“Minor? You caught me, didn’t you?”

“If you had been caught by the mobsters that control that spot, your problems would be much more significant. You were only here briefly. Now don’t come back.”

It seemed the cops were more afraid of the gangsters than I was. Maybe they were even getting a cut for protecting people that were essentially their superior officers. After these events, the Mining Institute received a letter saying that I was involved in the black market. For the second time they wanted to expel me. I’m not sure how they could let me leave to Poland with a service record like this: it must have been the lack of a unified information system.

I never again made the trip to Repino after this. In July, though, I received invaluable work experience in Soviet commerce. Nikolai Nikolayevich, the manager of the produce store on the Corner of Havana Street and Little Avenue, gave me a job selling fruit and vegetables at the stand. The kiosk still stands on that corner, next to the dairy store.

Our business was unique. You would weigh a kilogram of tomatoes. Then, before putting them in the bag, you would throw one of them under the table. Bananas, being both heavy and expensive, were especially profitable to tip in this way. Not stealing was not an option here. For instance, when a delivery would come in, they would tell us, “Here are a hundred kilos of tomatoes” and you would weigh them and there would be only ninety. But when you would say that some were missing they would always ask the same question: “Do you want to keep working here?” So really, you had to cheat-just another feature internal to the socialist system. To this day, when I go to the market, I always keep close watch on the shopkeepers’ fingers.

In August, Rina and I headed south with the money that I had “earned.”

Because I was only ever taken to Yevpatoria as a child, it was with pleasure that I took my love to the same small Crimean town. Memories of beach sex have blotted out all other recollections from the trip. Not surprising? Maybe not-except that we had sex during the crowded part of the day. We just covered ourselves with a blanket and assumed that nobody would notice what we were doing. As it turned out, we were mistaken.

At the same time, merchants from Moscow and Leningrad started sweeping up chainsaws and other electrical appliances and exporting them to eastern European countries. These products were still available for sale in the towns and villages of Kemerovo Province. I scooped them up with a view to selling them in Poland.

Rina came from Estonia to study at the Mining Institute. Estonia, though part of the USSR, was more like a foreign country. Rina Vosman, Oleg Tinkov’s wife:

Oleg was a Siberian guy, different from the others, unique. Life in Siberia is tough. I’m softer, more intelligent (laughs).

He was always different from the others-from the moment I met him. He wasn’t like anyone else. When I came to St. Petersburg, I was 20, a young, cute girl. And I knew a lot of people. But everything changed as soon as Tinkov came into my life. The last twenty years have flown by. Oleg has said that I’m from a rich family and that that’s why I had money kicking around. But it really was because I saved bit by bit. He loved to have a good time. When Tinkov got his stipend, everyone would have a good time. Every girl in the dorm would be in his room. He really loved girls ( laughs). There were girls named Mashka and Svetka and Lenka-all different kinds. He’d spend his whole stipend on champagne, then he’d eat fried potatoes or go hungry all month. But that’s how he’s always been: he has a big heart. As soon as I started coming to his dorm, the girls stayed away. It was the easiest thing in the world for me to achieve. Slowly I started moving my stuff in. When we lived in the dorm, we were poor. We had nothing to eat. After the third period in the day, we’d skip school and stand for three hours waiting in line to buy “blue birds.” That’s what we called the Soviet chickens due to their peculiar coloration. Fried potatoes and a three-liter jar of tomato juice-now that was a hearty meal! So we thought in those days, at least.

Chapter 11

Hello, Europe!

Rina’s parents lived in Estonia, while here maternal grandparents were in Szczecin, Poland. This made it easy for her to get into Poland. As for me, I had to get approval from various offices, the trade-union committee, the Communist youth league, and so on. Since Poland was still part of the Soviet bloc, the first time we went there, in 1989, we did not even have to apply for a foreign travel passport. Our Soviet ones were enough.

After we arrived at the home of Rina’s relatives in Warsaw, the first thing we did was head to Voskhodny Market, which means “Eastern Market” in English. We made the acquaintance of a Polish man there-Juliusz. He told us which goods from the USSR were in highest demand and so we started to bring these in.

In Poland, the price on anything with a power chord was three times higher than in the USSR. We would buy Raduga television sets in the Kozitsky Union Store on Maly Prospect on Vasilievsky Island. I would load them onto the train, disembark in Warsaw, sell them for 200 dollars apiece, and come home. Rina transported TV’s too. I would load them on the train in Leningrad and Juliusz would unload them in Warsaw.

In 1990, we made things more complicated. Rina spent the whole summer in Warsaw and I traveled back and forth. I flew to Siberia, bought Taiga chainsaws at various general stores for 200 rubles each, brought them with me to the airport in Kemerovo, paid for the excess baggage, and then flew on to Leningrad. From the station, I brought the saws to the room we rented in a co-op apartment on Gavanskaya Street. The next day, I was off to the station and, a twenty-four-hour train-ride later, I was in Warsaw. The logistics took up an awful lot of time. But it was totally worth it: in Poland we sold the saws for 200 dollars each, which was enough to buy another six or seven of them back in Russia.

From time to time, I’d fly in to Novosibirsk, hire a cab, and drive around to general and co-op stores, buying every electric appliance they had. In the cities, speculators had bought everything up, while in the villages, the stores were still stocked. Sometimes I would drop by my mom’s place in Leninsk-Kuznetsky for five minutes or so. She was always surprised because she thought I was in class.

* * *

One day Juliusz told us about a particular kind of business that the Poles liked conducting: taking cigarettes to Berlin. A pack cost one mark there, which was twice as much as in Poland. My Soviet passport allowed me to go to Poland, but not Germany. I took the risk and went with him anyway. I simply handed my passport to the German border guard, who decided he would not trouble me and put a red stamp in it.

In Berlin I was surprised by the stark contrast between capitalism and socialism, between West and East Berlin. It was at that time that they began tearing down the famous Berlin wall. I got on the S-Bahn train, which connected East Berlin with the West. It was like some crazy dream: like moving from a black and white movie into a colored one.

I got off the train at the Zoologische Garten Station, and found myself surrounded by the most delicious of aromas. There were little lights and flashing signs all around. In stalls along the street, you could buy all kinds of exotic fruit: kiwis, bananas, and pineapples. There was nothing like it in the USSR, nor in Poland. There, in West Berlin, I was finally set completely free from the illusions of communism and my father’s words-that capitalism is cool-were confirmed once and for all.

In Berlin, Rina and I had to sleep at the station. Once, while we were walking along the street, I saw a hotel with a sign out front stating that they charged 50 marks per night for a room. This may sound cheesy now, but I said,

“Trust me, Rina. A day will come when I will be making money and we’ll be able to stay in that hotel.”

Later, I stopped taking the risk of going to Berlin without a foreign travel passport. Rina started to go instead. Apart from cigarettes, skirts and shirts were big sellers. At the open-air market in Warsaw, we bought black Turkish skirts with belts as well as military shirts (faux denim) with tags reading, “US Army.” Rina is thin, so she would put on five or seven layers of shirts and skirts.

At the station in Berlin, Gypsies would spend mark upon mark to buy this crappy junk. It is a mystery where they sold it. After all, the quality was revolting. In any case, though, we made good money selling it. Within 15-20 minutes, the Gypsies would gobble everything up and Rina would board the train heading back to Warsaw.

Some of our imports from Europe included gas canisters, pistols, and cartridges. All of these things sold well in St. Petersburg. By the end of summer 1990, we had made a few thousand marks. I used the money to buy a computer, which I took with me on an LOT airlines flight to Leningrad. At Pulkovo airport everything might have come crashing down. A customs official took one look at my suspicious facial expssion and said,

“Would you mind stopping, sir?” I ptended I did not understand what it was he wanted. He was distracted and I managed to slip through.

After I sold the computer, I flew to Tyumen and bought my first Lada 2109. The color was called “wet asphalt.” It cost me somewhere in the range of 25,000 to 35,000 rubles. Lada aficionados will know what I mean when I say it had “long fenders.” The license plate had “TYU” on it, which meant that I was Tyumenian, automatically. I barely knew how to drive and so my friend Sergei Abakumov helped me to get the car back to Leningrad. As we were coming into the city he said that he was tired, so I got behind the wheel. You had to see my steering as we drove past Moskovsky Department Store to believe it! Somehow, though, I made it back to Vasilievsky Island.

Rina was not pleased:

“I slaved away all summer long and wore ten dresses at a time for you-and you went and bought a car?” And she was right. While we were in Europe we pinched pennies everywhere and we often went hungry. We did not want to spend our foreign currency. In Germany, for example, a kebab would cost a mark, while in the Soviet Union you could survive for a whole week on the same money. We would skip dinner and have sex instead. We went hungry so that we could make money. After all that-pig that I was-I went and bought a 2109. I am sorry, Rina! Remember, though, how it took us a mere three hours to drive that 2109 from Vasilievsky Island to your home in Kohtla-Jarve?

I spent all of our money on the car because I was sure that I would make more soon-which I did. In 1990 I met a man named Andrei Rogochov, who later started the Pyatyorochka retail chain and became the richest person in St. Petersburg. We started as equals, opening a company called LEK-kontakt. He held a 50 percent stake, while I shared the other fifty percent with the Pakhomov brothers (better known as the Ilyiches). My trips to Germany became more serious. I got a foreign travel passport. Rina now stayed home, happy to get treats, such as pineapples, from Europe.

I brought cash into Germany, but not altogether legally. I would hide it in a mattress or-no need to fret-in my own ass. I would then buy fairly large batches of printer cartridges and toner. Andrei was in charge of selling these in St. Petersburg.

Once, when I was taking our assets to Germany, I came close to losing everything. One night on the train, after the other passengers in my compartment had fallen asleep, I carefully opened a stretch of seam on the mattress, put the money inside, and sewed it back up. At customs, I had to roll up the mattress and wait for the officer. He caught me off guard when he said,

“All right, take out your money.”

“What money?”

“In the mattress.”

Catastrophe. I broke out in a cold sweat. The problem was not just that I might lose all the money. There would surely be a criminal investigation, as well, and I might even end up behind bars.

“I don’t have any money.”

“What do you mean, you don’t have any money? You do…”

The official started pinching and pulling at the mattress-touching the very place where the money was hidden. But he did not feel anything! He rolled the mattress up again and said, “You’re right, there’s nothing.”

What was that all about? Had one of the other passengers snitched? Was the officer bluffing?

You know what I think: it was God, protecting me once again from very serious trouble.

In Poland and Germany I honed my mastery of business. I bought Xerox toner in this store in Germany. On Meeting a Polish Man

One day, I wanted to get some zloty, but the currency exchange was already closed. An elderly Pole came up to me, and asked,

“Did you need something?”

“I wanted to changed some money. I have some German marks, but I need some zloty so that I can get something to eat.

I must have looked a bit unkempt, so the man took me into a bar and bought a sandwich and some tea.

“Are you Russian?” he asked

“Yes,” I replied.

He began telling me the story of the emancipation of Poland by Soviet forces. In 1944 the Poles revolted, but they could not get the support of the Red Army and the Germans crushed the revolt. According to his version of events, the Russians declined to help the Poles on purpose, in order to get rid of the dissidents of the day. He also talked of the violence committed by Russians against the local population. I had been raised to believe that we saved Europe, so this was a shock to me. Here I was, sitting in Europe, hungry; one of our “emancipated” Poles was feeding me and telling me about how evil we were.

“So why did you feed me?”

“I have no pjudice against you. You’re a poor hungry student. But you must know these facts.”

Now I understood that the same historical events may be interpted differently by different people. The Soviet version of these events was very different from the Polish one: Konstantin Rokossovsky, the commanding officer of the First Belorussian Front, who later became Poland’s National Defense Minister, asserted that the Polish uprising was in no way supported by the Red Army.

Rina Vosman, Oleg Tinkov’s wife:

We trekked to Poland to make money. Time after time, I made the trip from Warsaw to Berlin wearing military-style shirts that were supposed to look like they were made out of faded denim and ugly black skirts with gold-colored buckles and elastic waistbands. Oleg could not do it, because he did not have a foreign travel passport. The Gypsies would scoop everything up within 20 minutes of my arrival at the station and I would have to keep my wits about me to make sure that I was not ripped off in the frenzy. I failed to understand the business. Did someone need this junk somehow? The Gypsies paid in marks. I could not get my head around the fact that people in Germany paid two Deutschmarks for a Pepsi. To me, that seemed like crazy money. In Russia you could survive for quite a few days on two marks. That is why we packed sandwiches and water. We would do anything to hold onto those marks. One day I found myself in a stressful situation. Usually, the customs officers were men. They would simply look the other way, as it were, when faced with a women bundled up in clothes for sale. This time, however, the officer was a woman and she started to strip search me. The next thing I knew, they had taken Juliusz and me off the train. We had to spend the whole night on the platform. Some Germans walked by with dogs that sniffed at us. We had this uncanny feeling-as though it were 1943 again. We sat there until the sun came up. Then we took the next train back to Warsaw. We were lucky not to have had everything confiscated. We escaped with minor bruises, so to speak.

After our first trip to Europe, Oleg got a photocopier to bring home and sell. After our second trip, he brought back two of them. After our third, he was driving a “wet asphalt” colored number 9 Lada with long fenders.

Nikolai Nikitich Zhuravlev, former psident of Kuzbassprombank:

I met with a huge number of clients during my time at the bank. Oleg Tinkov left the best impssion of any of them. He came to me, told me what his business was about, and asked for a loan. I liked his reasoning, so we gave him a million rubles. He bought various goods with the money and then sold them inpidually. He even came to our bank to sell stuff. The girls loved that kind of shopping. So we started giving him more. Oleg was always careful to pay back his debts. Later he got into more serious business. He started opening stores that sold household appliances. In spite of our forty-year age difference, we became friends. I watched Oleg as he worked. He had clear and specific goals and he always got right down to business. He can talk to anyone and is good at building strong relationships, qualities that were given to him by nature.

It is amazing how good a worker he is. He is highly energetic and picks everything up as he goes along. That is why I was not surprised in the least when I heard that he had opened a pasta factory and later a brewery in St. Petersburg. He is curious. I have been with him at different meetings in the Central Bank and he always showed a keen interest in the inner workings of the financial industry.

To tell the truth, if there were fifty people like him in Russia, then they could keep the economy growing. I think Oleg would make a fine Minister of Finance.

Chapter 12

From the Soviet Union to Singapore

One rainy autumn day in 1990, I parked my No. 9, once again, across from the Institute. Our drilling-and-blasting professor parked his No. 1 in the next spot over. He looked at me and we went together into the lecture hall. What could he teach me? Well he could teach me about drilling and blasting. But when it came to making money, there was nothing he knew that I did not. In the end, I never wrote my final exams. I never crossed the finish line at the Institute.

This decision followed logically from my priorities at the time. Why had I started my studies? Well, my goal at the time had been to return later to Leninsk-Kuznetsky and to work as a section superintendent in one of the mines.

The peak of my career, then, would have been becoming mine director. If that had happened, my pay would have been 1000 rubles a month and I would have been given a Volga to drive. In my third year of university, however, I was already earning 10,000-15,000 rubles each month and the prospect of becoming a mine director held no attraction for me whatsoever.

Everything I do is based on economics. Sometimes, of course, I am motivated by charity, care, a desire to help, but I believe that if a person spends dozens of hours a month on something, he should reap the rewards. From that perspective, it seemed there was no point at all in continuing my studies at the Mining Institute. Moreover, with the help of the widely respected Novosibirsk businessman, Voldemar Basalayev, I and the Ilyiches had gotten into the car business. This business was nothing out of the ordinary, but the potential profits were huge and it would take some time to achieve them.

We came up with the idea of delivering cars by air. At the Chkalov factory we got soldiers to agree to take our cars on flights to Moscow or, less often, directly to Leningrad. Two cars could fit in an An-26. We paid the soldiers 5,000 rubles cash for each car and then drove them into the cargo hold. We stayed in them during the flight, which included a refueling stop in Chelyabinsk.

Every few days, my neighbors would be shocked to see me driving up to my building on Nakhimov Street (nearby the Pribaltiyskaya Hotel)-where Rina and I paid 500 rubles rent per month for an apartment with just one room and a kitchen-in a brand new car, either a 2108 or a 2109. We did not worry in the least about selling the cars at the market. Instead, we would just sell them at a slightly reduced price to people we knew-people who would actually go to the market and sell the cars there. I had around twenty cars registered under my name at the Department of Motor Vehicles.

Just think how ineffective the economic policies of the Soviet Union were. They would assemble a car in Tolyatti and ship it 2500 kilometers to Novosibirsk, via Ufa, Chelyabinsk, and Omsk. From there we would fly the car to Moscow and then drive the seven hundred kilometers from there to Leningrad. But we would still manage a huge profit margin. That is how inefficient the system was!

And I was not the least bit surprised that 1991 was the year in which the USSR collapsed. Events were unfolding rapidly. It was hard for me to keep on top of it all. Starting on August 19, a group of Communist Party hardliners put Gorbachev under house arrest at his summer cottage in Foros. Then they announced the creation of the USSR State Emergency Committee. The committee was made up of Vice President Gennady Yanayev, Prime Minister Valentin Pavlov, KGB chairman Vladimir Kryuchkov, Minister of Defense Dmitry Yazov, Minister of Internal Affairs Boris Pugo, First Deputy Chairman of the Defense Soviet Oleg Baklanov, Chairman of the Farmers’ Union Vasily Starodubtsev, and the President of the Association of State Enterprises and Industrial, Construction, Transport and Communication Facilities, Alexander Tizyakov. I remember how Yanayev’s hands were shaking when the state of emergency was declared. I could already see that the people who were trying to seize power had no control. None of them were particularly enthusiastic about their cause.

The people involved in the coup really believed that somehow the USSR could be saved. All they accomplished, however, was to ensure that its downfall was irreversible. The people were already taking big gulps of freedom and no one liked the bans that the SEC was trying to introduce. No one took to the streets in support of the committee. In contrast, the President of the RSFSR, Boris Yeltsin, who was leading the fight against the coup, garnered the support of hundreds of thousands. Thank heavens, the coup was over soon enough: on August 22 the members of the SEC were arrested and Mikhail Gorbachev returned to Moscow. Real power in Moscow had been transferred to Yeltsin though. The “parade of sovereign states” began: on August 24, Ukraine declared its independence, on 27 August, Moldova declared its sovereignty, Kyrgyzstan did so on August 31, and so on.

On September 6, the Presidium of the Supme Soviet of the RSFSR issued an order, renaming Leningrad Saint Petersburg. Of course, I was happy with this decision, as I had a clear understanding of the role Lenin played in Russia’s history.

It so happens that I spent my childhood in Leninsk-Kuznetsky, went to cycling camp in Leninabad, and later moved to Leningrad. Both my childhood and my youth, then, were connected to Lenin. When I was young, Soviet propaganda encouraged us to deify him. It was only at the end of the eighties, when I was in Leningrad, that I realized he was simply a Jewish weirdo who had made an agreement with the Petrograd bankers of the time and plunged the country into poverty, essentially destroying Russia and the Russians. He brought suffering upon the Russian people. We are still suffering. I would have had him burnt at the stake.

The last nail was hammered into the USSR’s coffin in Bialowieza Forest on December 8. Boris Yeltsin, Stanislav Shushkevich, and Leonid Kravchuk signed an agreement: “We, the Republic of Belarus, the Russian Federation (RSFSR), and the Ukraine, as founding states of the Union of Soviet Socialist Republics, hereinafter called the Supme Parties to the Agreement, having signed the Union Agreement of 1922, hereby declare the dissolution of the USSR as a subject of international law and as a geopolitical reality.”

Thus Gorbachev became the psident of a non-existent country. On December 25-on my birthday to be pcise-he retired.

By that time, the country’s economy was faltering badly and had reached a dead end: the government kept issuing unsecured money, which led to major deficits and a massive rate of inflation against the US dollar. The government simply could not go on regulating prices; regulation had bled itself dry. As we looked on, the ruble lost its value and respectability. Everyone was trying to get rid of any rubles that they had, buying foreign currency or goods. The shelves were empty. The whole country was collapsing. What was there to do? On November 6, Boris Yeltsin appointed Yegor Gaidar as deputy chairman of the economic policy committee of the RSFSR. Mr. Gaidar decided that shock tactics were the best medicine for the economy. On January 2, 1992, shoppers discovered that prices had increased enormously.

To tell the truth, however, these problems were no worry of mine. I kept my savings in dollars, but constantly turned them over. The value of the ruble against the dollar was shrinking faster than the prices of goods were growing. In January 2002, I was worth a ten thousand dollar wad of cash. I took that same pack of money with me on my first trip to Singapore. I really started making big money on that trip and, at the same time, my Tekhnoshok retail chain put down its roots.

Igor Sukhanov let me in on the Singapore idea. This man was a renowned speculator who went by the nickname Dushny, which means “soulful.” I bought computers and fax machines, which I was able to sell for a total of 30,000 dollars on the day of my return. I really liked this three-to-one business model and my trips to Singapore became very frequent indeed.

Each trip took a few days and a visa was required, but we had our tricks. I got some people at Aeroflot to give us a few stickers that were normally used to change the dates on tickets. In Singapore, we would stick them on our tickets to make it look like we were leaving the next day. They would let us into the country and then we would throw the stickers away. When our day of departure arrived, the customs officials would sometime noticed that we had exceeded the twenty-four hour visa-free period. They would put a red stamp in our passports, indicating our violation. Never once, however, did this lead to further problems. The officials in Singapore had the right to arrest us at the airport upon our third violation. In view of this fact, we always got new foreign travel passports after our second warning.

The idiocy of the Soviet system played into our hands. First of all, when one was leaving the country, it was possible to exchange 300 rubles for dollars at the government rate. In order to do that, we would have to stand in line for two or three hours at the Vneshekonombank on Gertsen Street. But it was not quite so simple. The wait-time was only two to three hours if you bought your place in line (another widespad phenomenon of the early nineties). Basically, there were people who made money by waiting in line outside, all night, in order to sell you their spot in line in the morning.

Secondly, because of the low dollar-exchange rate, business class tickets turned out to be incredibly cheap. In the West they would cost 1000 dollars, but in Russia you could get them for around 600 rubles. In other words, at the black market exchange rate of 15 rubles on the dollar, the cost of a business class ticket would work out to 40 bucks.

Igor Sukhanov gave me lessons on how to transport cash. Using Mr. Taya’s company, Future Systems Electronics, we would hand it over in Russia, then picked it up again upon our arrival in Singapore. This was an ideal method-particularly because it meant that I did not have to shove the bills through my back door as I had done on those earlier trips to Germany. We bought calculators, toner, photocopiers, computer parts, and even fax paper from Mr. Taya. If you could sell it in Russia, for a profit, we got it.

On the way back, I did not want to pay five dollars for every kilo in excess weight, so I would raise the scale from underneath with my foot. The important thing was to make sure that the needle remained stationary and did not jump around. One time, after I had held it up so carefully, the airline worker decided he was going to re-weigh the bag. I had no idea how hard I had been pushing up the first time. I cannot deny that, now and then, we would be asked to take a couple of steps back from the scale.

My approach to business was different from his. I always liked long cycles: because the prices there were much higher, I would sell my product in Kemerovo, Novokuznetsk, and Leninsk-Kuznetsky. For instance, I could get 2000 dollars in St. Petersburg for a computer that cost me 1000, while in Siberia the same computer cost 3000. Svetakov, however, liked fast cycles: he would pay 1000 for a computer in Singapore and sell it directly in Moscow for 1500. Each of us has our own approach. I do not like fast wholesale money, but try to squeeze every penny I can out of the process. Big markups are my weakness.

To be honest, it took some small kickbacks to get it done. The price depended on what you negotiated and on the amount of digits the calculators displayed (8, 10, 12 or 16). I did not like having to pay 14-25 percent just to get the money out. Plus, it was really risky business. I had to go to Moscow to get the rubles, in cash. Then, I would carry the bags with me on the train to St. Petersburg, on edge the whole way. Next, I would go to Vasilievsky Island and buy dollars from rich kids at the Gavan and Pribaltiyskaya Hotels. It was a ptty hodge-podge procedure! But I managed to find a way around it soon enough. I learned how to buy non-cash dollars for non-cash rubles, which I would then transfer directly to Singapore to pay for the hardware through joint ventures that were entitled to carry out wire transfers.

Before too much time had passed, I managed to close a very large calculator deal. Procurements at the yarn factory in Leninsk-Kuznetsky were done through a rather strange character. He contacted me himself and said he was looking to buy three thousand Aurora calculators. The record remains silent on the question why these yarn-spinning women needed such a massive number of calculators. But the enterprise was state-run, which meant that it did not really belong to anyone. This procurement worker was accountable to no one. I sold the calculators to him and earned a hundred grand in the process. I think it was purchases of this kind that led to the plant’s ultimate bankruptcy.

In those days, the sums I earned selling calculators were colossal. I was able to buy a two-bedroom apartment in a modern 137 series building on Korolyov Street, near Kommendant Airport. In order to establish my residency in St. Petersburg, I had to marry a local woman, Nina Iosifovna. Born in 1927, she was 40 years my senior. At the marriage office, everyone looked at us like we were crazy. When I gave a bouquet to the female marriage registrar, though, she smiled and said,

“I’ve got you guys pd out.”

Later I found a fake Leningrader husband for Rina as well. Here was another holdover from the Soviet system: even if you had money, you could not buy an apartment in a city unless you were registered there.

We bought a dog, a boxer, and started thinking about having kids. Every seven to ten days I would fly to Singapore. When possible, I would make two trips a week. It worked out, then, that I was in the air for fifty-six hours each week. And with every excursion, I doubled my capital.

My business grew by leaps and bounds. I could not fly to Singapore anymore, so I started shipping my merchandise on cargo planes. I would do the receiving and customs paperwork at Pulkovo Airport in St. Petersburg. Because of the immense pssure, my business methods became more civilized. In September 1992, Rina and I went to the Municipal Executive Committee to register a limited liability partnership, Petrosib. We chose a transparently honest name: I shipped electronics from St. Petersburg to Siberia. At the entrance to the building, which once housed the Kalininsky District Party Committee, we were told that, “You can register one of those businesses upstairs.”

After the failed coup, Yeltsin had outlawed the Soviet Communist Party and now big wax seals, labeled “sealed,” hung on the door. It was a criminal offense to tear off one of those seals. It is a real shame that, later on, Yeltsin betrayed himself by allowing the Communist Party to come into existence again. It would be better if those doors were still sealed and if people like Gennady Zyuganov, the current Communist Party leader, never had any say. Germany had forbidden Nazism; in consideration of its history, Russia should have made communism illegal as well. I am not really all that interested in politics, because it is irrational to bother about things that you have no control over. As a citizen, though, I am obliged to state my opinion.

* * *

Nikolai Nikitich Zhuravlev made a phone call from Kemerovo to Promstroibank in St. Petersburg and helped us to open both a US dollar and a rubles account for Petrosib. I hired an accountant, Nadezhda Ivanovna Turukhina. In this way, in the autumn of 1992, my operations became completely legal.

I had begun to get my bearings in Singapore and I switched suppliers, abandoning Future Systems Electronics for Cut Rate Electronics. This new company was headed up by an ethical Indian businessman, Ashok Vasmani, who everyone called Andy. Mister Andy. The stuff he sold may have been of slightly lower quality, but it was still cheaper.

One day, when I was buying yet another consignment of Record televisions, he asked me,

“Oleg, why don’t you get a container?”

“A container? How many TV’s is that?”

“Three hundred and twenty.”

“But that’s over sixteen thousand dollars. Plus you have to pay five thousand for the container. And then you have to wait forty days. I can’t take that much money out of circulation.”

“Correct, but when you send it by cargo, you’re paying five dollars per kilo. If you send them in a container, it’ll cost you almost half as much.”

I paid for half the container and convinced Andy to loan me the money for the other half. Forty days later, I was doing customs clearance at the St. Petersburg port. My partner, Andrei Surkov, and I unloaded the container and stored the 320 television sets at the Petrosib office at 10 Sadovaya Street. We put some on display in one of the rooms, set up some fake trees, and hung a digital clock on the wall.

We hung up a banner reading “Cheap Televisions” and instantly people started coming, asking questions and making purchases. The turnover was slow, of course, but our sales volumes increased and our profits grew with each TV that we sold.

The calculators made me tons of money and now, too, these TV sets. We got more of them, but it was getting harder and harder to sell them in St. Petersburg-even at a low price of $350. We started having them delivered to other regions. In Siberia, a TV cost 500 dollars. We registered more companies: Petrosib-Novosibirsk and Petrosib-Omsk. We used the Regional Supplier system for warehousing. This was highly profitable, as small-scale retailers from the district centers usually went to the Regional Suppliers-and our TV’s were right there. Two years later we did a count and were shocked: we had sold 300 containers of televisions!

Nikolai Nikitich Zhuravlev had given me my first money loan; Andy loaned me product worth much more. At one point, I owed him a million dollars. But he took the risk and trusted me and, in the end, both of us earned a good chunk of money in electronics sales.

Andy left the electronics business and is now the owner of one of Singapore’s biggest Indian restaurants. We remain close. My wife, some friends, and I flew to Indonesia recently via Singapore. We dropped by Andy’s place, tried his different dishes, and listened to eastern music.

Andy is a person who believed in me and helped me to build my career. He is another gift that fate bestowed upon my life. Everyone needs to meet someone along the way that believes in you. There is no other way to become a businessman. I sincerely hope that every person finds his or her own Andy.

* * *

1992 was a very difficult year for the country and a simply fantastic one for me. I was exhausted from the constant running around and now had the money to take a little break. Vyacheslav Butusov, a Russian singer, sings a song about America. Part of it goes like this: “It took a long time for us to learn to love your forbidden fruit.” As it turns out, he was absolutely right. As soon as I had the time to do it, I took off to the states.

I bought my first imported car, a Ford Orient, in 1992.

The Petrosib team next to the famous fake trees that I had purchased in Hong Kong.

Ashok Vasmani, nicknamed Andy, and Nikolai Nikitich Zhuravlev are people who helped me so much to do business in the early nineties. St. Pete’s speculators in Amsterdam: Igor Sukhanov, nicknamed Dushny, Igor Spiridonov, myself, and Oleg Korostelev. At first, San Francisco made no impssion on me. Valentina Vladimirovna, Oleg Tinkov’s mother:

When Oleg was training in the cycling team, he’d sometimes bring some stuff home with him, like scarves and arm warmers. I was worried, because I didn’t know where he was getting it. I got on his case. When he started doing business at the Institute, I didn’t get in his way. He was an adult now. He met Rina, studied, and made money on the side. One day he borrowed 150 rubles from me; he said he wanted to buy something. Later he made it back and sent me a wire transfer. But I sent him the money back. He needed it more because he was far from home. But in the end he dropped out of school after his third year and dedicated himself completely to business.

On fake trees

One of my clearest memories of my business in those days involved my trip to Hong Kong. Sankin introduced me to a former classmate, Max, who lived in Beijing. Max told me I should look into selling fake flowers and trees. I flew to Hong Kong to buy some. At that time it was still administered by Great Britain. All we did there was to buy a copy of the Yellow Pages, find a manufacturer, dial his number from a payphone, arrange an appointment, and go straight to the factory. It was not far from the airport. Leafing through the catalog, we called Moscow and found out that the same stuff cost five or six times as much there. My greed was my ruin. When I saw the potential for a huge net profit-sixfold!-I bought not one, but three containers. A fully loaded forty-foot container cost around twenty grand, so I paid sixty for the three.

On the one hand, I made the sixty back quickly, covering my investment. On the other hand, though, I had a lot to sell! So I started doing away with the plants in other ways. I took some to my house, sold some to my friends, and gave them to my employees as bonuses. Two years passed, but I just could not get rid of those trees and flowers!

So I called the head of our Kemerovo office, Svetlana Alexandrovna, and told her,

“Do something with these flowers!” A natural-borne salesperson, she had worked as commercial director at the Regional Supplier and she could sell just about anything. She is best described with a metaphor:

She will stop a horse in mid-gallop, enter a burning house, and convince someone inside to buy something!

She sold a bunch of the plants at a good price and then said,

“Oleg, I found a client that’s willing to buy everything we have.”

“How much?”

“They want a 60% discount.”

“Sold!” I did not want to have to deal with those stupid trees anymore. “Who’s buying, anyway?”

“The Kemerovo Funeral Home.”

There were so many flowers that, to this day, they are probably making wreaths from them for funerals in Kemerovo Province. On a side note, there is always good money to be made in the funeral business. A client who is under intense emotional pssure and on a very tight schedule will not try to talk you down. That is why funeral businesses drive their prices up.

Thus my business portfolio includes two strange deals in Kemerovo Oblast: the sale of three thousand calculators to a yarn factory and a truckload of fake flowers to a last-rites business. It is hard to know whether to laugh or cry.

Andrei Surkov, Oleg Tinkov’s partner at Tekhnoshok:

Our meeting was based on speculation. Oleg lived in a Mining Institute dorm on Shkipersky Stream, while my dorm was on Nalichnaya Street. We students would buy here, sell there. On this basis, some of us became business partners or even friends.

Later I got a job in a company, so I could understand what goes on when you don’t have to do all the running around the city with bags yourself. I wanted to see what it was like to run a more or less civilized business, in an office, with other people and some kind of organization. It was at that time that Oleg started actively pursuing business in Singapore. He would fly there to buy ink, toner, photocopiers, and calculators. He called me in 1991. We met up and went to the bathhouse, where he offered me a position as his junior partner, working with electronics. I agreed immediately, because I considered Oleg a good person and a competent businessman. At the beginning, our work at Petrosib consisted in the following: once a week Oleg would fly to Singapore for office supplies, calculators, and toner. Then he’d come back. A few days later, he would leave for Singapore again…

On selling liquor

For around a year Igor Spiridonov and I imported liquor into Russia. For around two years there was no extra fee for alcohol. One of the best products in those days was Royal, a type of hard liquor from Holland, but we did not know anyone there. There was, however, a small-scale plant in Hungary with which we knew how to do business. We ordered the liquor in Budapest and, once in Siberia, it sold well. Igor placed the orders and I was in charge of sales and payments. A half-liter bottle of liquor cost us between sixty and sixty-two cents, including delivery to Russia. A container held twenty-two thousand 500-mL bottles or seventeen 700-mL ones.

At first we got five thousand bottles, then ten thousand, then a container, then two, until we reached a maximum of ten containers. A funny thing happened with that last contract. We ordered five containers of 500-mL bottles of Dolce Vita and another five containing 700-mL bottles. The bottling plant mixed up the labels, but it did not matter. We sold the liquor with the wrong labels.

Chapter 13

Why Hello, America!

In the early nineties, in Russia, if you were a foreigner it was as if you had blue blood. It did not matter if you were a simple Italian plumber or an American mover. From our point of view, even foreigners coming to Russia on a tour package that cost them all they had seemed like billionaires. They wore Reebok or Nike sneakers and leather jackets, signs of great wealth during the breakup of the USSR. We called them businessmen. Now I understand that these were low-budget tourists, but in the midst of the rampant poverty, they seemed super rich. That is why everyone wanted to hang out with foreigners. Male university students chased after them, hoping to make a buck; women followed them around so that they could get into US-dollar bars like the ones at the Pribaltiyskaya or the Gavan Hotel. If they were really lucky, they might be taken to the Grand Hotel Yevropa. Better yet, they would get married and move away. Not that every story had a happy ending.

Every Wednesday at the Kirov Cultural Center there was a party for people over thirty. Those parties seemed really lame at the time and now, too, when I am over forty myself, they still seem like a silly idea. I do not know what possessed my classmate Sasha Sankin to go there. Maybe it seemed like it would be easier to meet a woman there and take her to a hotel-because people over thirty are more easy-going. What actually happened though was that he met an American woman over forty years old, they had sex at the dormitory-and she fell in love with him!

She was in love with a poor student twenty years her junior, who had moved to St. Petersburg from Tashkent! In the end she invited him to move to a small town called Santa Rosa, 30 miles from San Francisco, a typical Californian town with a population of about one hundred thousand. Not far away is the famous Wine Country, where there are thousands of wineries dotting the valleys of Napa, Sonoma, Alexander, Bennett, Dry Creek, and Russian River.

Santa Rosa lies along the Russian River; at its mouth, on the Pacific Ocean, stands the town of Fort Ross; it was the southernmost Russian colony during the early 19 th century. It was at Fort Ross that the Russian ships Yunona and Avos, made famous by Andrei Boznesensky’s and Alexei Rybnikov’s opera, made landfall. It is not a made-up story: in 1806, according to official records, the Russian aristocrat Nikolai Rezanov actually met and fell in love with Concepción Argüello, the daughter of the Spanish Governor.

The Russians left Fort Ross in 1841. From an economic point of view, there was no reason for them to stay there. In 1867, Alexander II sold Alaska to the Americans for 7.2 million dollars in gold, but the Russian colonies on the Pacific coast were not included in the transaction.

By a twist of fate, then, Sankin ended up in a place that had been historically Russian. He had been living there for a year already, but I had no idea; I was simply sitting in my Petrosib office, wearing a raspberry-red blazer. As soon as I found out he had moved there, I got hold of his telephone number. At that time, it was not easy to place a phone call to America. I went to the Central Post Office, waited in line, and got through to Sankin. It seemed miraculous-just as placing a phone call to Mars would now.

“Hi, Sasha! This is Oleg Tinkov. So you’re really in America? That’s awesome!”

“Hey, Oleg! Yeah, I’m slowly getting settled in here.”

“How’s your American wife?”

“We recently got porced…I got a Green Card and am official here now. I brought my dad here from Tashkent. I’m renting an apartment. I work a power lift at Friedman Brothers. We sell home hardware.”

“No way! Can I come visit you?”

“Fly on over. I’ll help you out when you first get here. You can stay at my place.”

Getting my visa was a headache and a half. I tried everything. For a small fee-or maybe out of the kindness of his heart (I don’t quite remember the details)-a friend from the Leningrad Army Sports Club hockey team set things up to appear as though I had been hired as support staff. My height, at six feet, four inches made me convincing. In December 1992, I came to the consulate for an interview.

“Okay, we’ll give you the visa, but how are you going to pay for living expenses?”

“I have a credit card.”

When I was in Singapore, I broke Russian law by opening an account at Citibank. I got a Visa Gold card. By then, my credit card history went back 18 years. This made an impssion on the consul: in St. Petersburg, out of a population of five million, there were perhaps a thousand people who had a card like that. How did someone who worked as part of a hockey team’s support staff end up with a Gold Visa? The consul refrained from asking and gave me another visa-in this case an American one.

I partied over New Year’s Eve. Then, in January 1993 I got into an Il-86 airplane on an Aeroflot flight from Sheremetyevo airport in Moscow to San Francisco via Anchorage. My surroundings shocked me: there were Jewish refugees, crying children, and a bunch of mesh bags. I was stunned by the smell of the San Francisco airport. Anyone who has flown in America knows that unique airport smell. There were a lot of iron doors and police shouting into megaphones:

“Go right!”

“Go left!”

The movie Gangs of New York with Leonardo Dicaprio reminds me of the imposing feeling I had then, at the beginning-the sense that America resembles a big prison. At the airport, if you are an outsider, they immediately make sure you know that everything is serious, that everything is under the government’s control. Big Brother is watching you! Sasha Sankin met me and drove me around San Francisco in an old Toyota. I was sleepy because of jetlag, but nevertheless we went to a bar to have a beer. At first glance, I did not like the city. It seemed strange, unintelligible, and unkempt. Today I think that it is the most European and the most beautiful city in the US. I spent close to 5 years there. If I ever decided to move to America permanently, I would settle in San Francisco.

We drove thirty miles to Sasha’s small house in Santa Rosa, past the famous Golden Gate Bridge, which I had often seen in Hollywood movies. The house really did look like it was made of cardboard, which is something people usually say about American houses. I was also surprised to note that Sasha’s father was very angry, aggressive, and bitter. Towards himself, towards Sasha, towards me-he resented everyone. They would get up at six in the morning and leave the house, making sure the heater was turned off, because they wanted to save money. The intense cold would wake me up. I realized I would not be able to sleep, so I got up right after they did. Welcome to capitalism!

When I arrived in America, I knew practically no English. I gawked at my surroundings, dumbfounded. It was hard to learn the language. Now, though, my speaking and writing skills are not all that bad. I make mistakes, but I doubt that my written Russian is much better.

Now, naturally, simply having a good time was not my only reason for being in America. I wanted to start something. That same January I went to a government office in Santa Rosa and registered a company, California Siberia Enterprise. Between the paperwork and getting a stamp made, the procedure took about an hour. Next I went to Kinko’s, where you can pay for office services. I leafed through the free templates and found an image of a Siberian Bear, which I decided to use as my company logo. Everything fell together: the bear symbolized Siberia and the yellow and green motif repsented California. I had a bunch of business cards printed, right away, which read:

California Siberia Enterprise Oleg Tinkov President

In 1993, for my part, I had a lot more than business on my mind. I was trying to find a way to stay in America. In order to get a Green Card (i.e. permanent residence), I had to go often to the INS (the United States Immigration and Naturalization Service), the authority that handled immigration.

* * *

In America, I became authentically Orthodox. I had already been baptized in Leningrad on December 25, my birthday, in 1988, but I seldom attended church. In Santa Rosa, a lot of local Russians gathered together at church. I found that I enjoyed going there as well. It was an outlet, the only place where I could speak Russian. The priest, congregants, and I would drink tea and eat crêpes after the service. I fell even deeper in love with Russian culture, the Orthodox religion, and the church. I was drawn to it.

Through the church I met a lot of “Old Russians,” descendents of White émigré families. Like me, most of them traced their roots to Siberia. Their ancestors had escaped the Bolsheviks by moving to Harbin, China. When China had its own revolution, they left by ship, traveling to Brazil and Venezuela, eventually settling in California. I hung out with these old timers who spoke three languages: Russian, Chinese, and English. I saw Russian ladies wearing veils. There, in the USA, in church, from the mouths of these old Russian immigrants, I heard the most articulate and beautiful Russian I had ever heard. In that atmosphere, I came to be even more convinced that Orthodoxy was my religion. Most importantly, however, I was able to meet a “different” kind of Russian, people that had not been affected by the Soviet system. They counseled me on how to adapt and took pity on me. One even gave me a mattress so that I could sleep better on Sankin’s floor. It was in America that I realized what Russia had lost.

In reality, the Russians had no relation whatsoever to the Russian Mafia-a popular topic of conversation in the States. There was a gang, for instance, active in San Francisco, that had been responsible for several murders. After they were caught, the newspaper printed a picture showing them with the Russian church in the background. The headline read, “Russian Mafia finally decapitated.” The article featured surnames such as Zimmerman and Lerner. This was offensive and insulting to the Old Russian intellectuals. Between the late eighties and early nineties, members of the noveau riche began immigrating to the US from the USSR, including Jews, Ukrainians and Moldovans, among others. Their Russian was grammatically incorrect and they hated the Russians, but the Americans still referred to them as Russians. The public automatically attributed all of their unsightly actions the “Russians” in general and the “Russian Mafia” in particular.

Let me talk a bit more about the so-called Russian Mafia. In 1993, shortly after I arrived, I went to the Russian restaurant StageCoach, which was a dance club on Saturdays. As usual, some of the local big-shots tried to pick a fight with me. They had watched a lot of post-Soviet movies were trying to look like the gangster characters in them. Really, they were trying to look like “brothers in arms” from their historical homeland, but in San Francisco they just looked cartoonish. There were some serious types there, mind you, like Pasha Ulder, whose brother was shot dead by the Chinese the night before I first met him.

When they started harassing me verbally at the bar, I was wearing black Versace from head to toe. I wore a diamond signet on my little finger and I had a scar on my face. In other words, by their standards I was a “dude” and maybe even a big-timer. I played along. I started talking like an ex-con. They decided I was one of them, befriended me and, in the end, they did not touch me.

And of course His Majesty Luck helped me out. A fellow Siberian, Nikolai Nikitich Zhuravlev, had come to visit me and, in accordance with Siberian tradition we decided that we wanted to visit a bathhouse. We found out that some Jewish immigrants ran a Sauna in downtown San Francisco, which was supposedly similar to a real Russian bathhouse. So off we went. The service was revolting, though, the place was a sanitary train-wreck, the temperature only reached 50 degrees, and so forth. It was a scandal. I started making demands and got into a battle of words with the owner’s wife. She turned out to be the sister of that same Pasha Ulder I mentioned above. On top of that, she was the girlfriend of my good friend from Odessa, the legendary Zorik. Zorik is an interesting specimen in that, even after having spent 25 years in the States, he still could not speak English at all. He is also well known for some interesting stories involving drunkenness and experimentation with drugs.

At the same time, however, Zorik is the most talented barber I have met in my entire life. He cuts hair without looking, very fast and with great confidence. I have known him for fifteen years and have never heard of him having an unsatisfied customer, man or woman. His shaving skills are to die for. If you are ever in San Francisco, make sure to visit him at the Backstage Salon on Green Street.

But let us get back to the sauna. After we left, the place burnt to the ground. The next morning, Pasha called me and said that, bro-to-bro, he realized that the proprietors had been in the wrong, but that he thought my reaction over the top. This was really and truly funny, but I did not try to set him straight. In the end I became a legend in San Francisco, and I never had any trouble with the local gangsters again.

* * *

In April, the long-awaited day arrived: I arrived at the airport in the ten-year-old red Ford that I had bought for four thousand, shaking with anticipation. I do not know how I drove her back to Santa Rosa. Can you imagine? Three months with no sex. We had a most authentic Parisian wedding and, 9 months later, on December 31, 1993, our first little miracle, Daria Tinkova, entered the world.

In the morning Sankin’s dad came into the room and told us with anger in his voice,

“We couldn’t sleep all night. Our walls are like cardboard. It’s over, get out of here.” He was also waiting for his wife. He was a very strong man somewhere between fifty and fifty-five years old, and his heart and other organs could not handle our sex-so he just kicked us out. There we were: Rina and I, the mattress, the fax machine, the Ford, and couple thousand dollars in our pocket. Where did we go? To the church of course. We only spent one night in the home of an acquaintance. Immediately, they helped us to rent a room for 300 dollars a month. Sankin and I stopped talking to each other because he had not stuck up for me when his dad kicked us out. Later he admitted that he had been in the wrong: sure we had kept everybody up, but that was not the right way to react… Without his help, I had been left with no interpter, in any case, and, as a result, my skill in English began to grow more quickly.

In the summer of 1993, I bought a house in Santa Rosa. An Armenian guy named Dzhavayan sold it to me. Like the Armenian he was, he just had to sell me something. So he sold me his house, which cost 120 thousand dollars. I paid 20 thousand up front and borrowed the rest from a bank. My monthly payment was 600 dollars. I bought a massive two-storey house that I really had no need for at all. I sold it later for less than I had paid for it and so lost money-but no matter. The important thing to notice is that this dark-skinned Armenian managed somehow to dump the place on me. I still cannot p out how he pulled it off.

* * *

While we were trying to get our bearings in America, things in Russia began to turn sour once again. President Yeltsin got into trouble with the Supme Soviet. The deputies were displeased with Yegor Gaidar’s reforms and blocked the initiatives attempted by the psident and government. The psident felt that, as guarantor of the Constitution, he did not have sufficient power to actually guarantee it. In the end, the banal power struggle stretched on for a year. On September 21, Yeltsin signed a decree Concerning Gradual Constitutional Reform in the Russian Federation, whereby parliament was dissolved and elections to the State Duma were set for December 11-12. The Supme Soviet, however, staged a protest, which ended with the White House being stormed on October 3-4. Soviet Chairman Ruslan Khasbulatov, Vice President Alexander Rutskoy, and some of Yeltsin’s other opponents were arrested.

We flew into Moscow on the very day that tanks were shooting at the White House. We watched the events live on CNN at the Olympic Penta Hotel where Andy, my partner from Singapore, had gotten a room. He got phone-call after phone-call from his friends that day, asking if he was okay. After a couple of days, Andy left, saying that he would never come to Russia again.

“It’s better if I send you containers. You guys have tanks shooting at houses there,” he explained.

The country was suffering true political and economic ruin. The quality of health care was on the decline and we just could not risk dealing with a Russian maternity clinic. An acquaintance recommended a clinic in downtown Prague. We took a train to Lviv, Ukraine, which turned out to be just as messed up as St. Petersburg. I was surprised to find that all of the restaurants there were closed, but that for a small bribe we were nevertheless allowed in for something to eat. We got back on the train, rode to Prague, and rented a small apartment, for pennies, not far from the maternity clinic.

Right before the New Year, on December 31 at 8 p.m. local time (10 p.m. in St. Petersburg), Rina gave birth to Daria Olegovna Tinkova. The end of yet another fortuitous year was marked by true happiness.

Zorik, from San Francisco, is the best hairdresser on the planet Earth. In this photograph, Daria Olegovna Tinkova is only 5 days old.

Chapter 14

This is not a Dream-this is Tekhnoshok!

At a certain point I realized that retail electronics sales had become more interesting. Selling televisions in bulk in Kemerovo, Novosibirsk, and Omsk brought in less and less money. Finally, I closed my branches in those cities. I simply had to have my own retail chain!

Around the same time, we opened a Sony store on Maly Prospect on Vasilievsky Island. Sony’s management was skeptical about the idea at first, but had no choice but to come to terms with it. First of all, at that time there were no legal grounds for complaints: after all, we would actually be selling Sony products. Secondly, we were buying the equipment from Sony’s official distribution network, but got it on the gray market, in Singapore. The Sony dealers were not happy about us opening the store: they felt that they were Sony, and we were not. In essence, we undermined the dealer system. Because Sony had no other choice, though, they actually helped us out in the end, providing design elements for the store, brochures, and slides.

On March 23, 1994 the newspaper Delovoy Peterburg (“St. Petersburg in Business”) published an article that ran as follows:

Andy came to the grand opening in spite of his fear over those shots fired at the White House.

“You are very ambitious,” he told me as we sat in a restaurant celebrating the store opening. At the time, the word “ambitious” had negative connotations in Russia. I asked,

“Andy, what do you mean?”

“You’ll go a long way.”

I liked this wording much better. Andy explained clarified his use of “ambition” and I realized that it actually denoted a really positive quality. Thank God, to be ambitious in Russia is no longer equivalent to being a scoundrel.

The Sony store sold twenty thousand dollars worth of product every day and the profit was phenomenal! Management’s main task was to sew money bags!

In Singapore, not only did I encounter delicious food, I also learned new ways of doing business. I discovered that many people could use a single phone number. This was incredibly apparent at Future Systems Electronics. I bought a Panasonic phone station. It had three lines for incoming calls as well as eight outgoing lines. We had grown used to Soviet calls, which all sounded exactly the same. Consequently, I particularly enjoyed changing my tone every day. And of course I made the secretary say “Hello, how may I be of service?” as secretaries did in Singapore where, for example, Future Systems ‘ secretary always answered the phone, saying “May I help you?” It is quite possible that we were the first company in St. Petersburg to offer assistance to our clients. In the chaotic nineties, people would be bowled over by this kind of treatment. Some just hung up the phone.

The office was up and running and I did not have to be psent constantly, so in the summer of 1994 we took little Dasha and flew to Santa Rosa, to our house on Little River Avenue. Soon afterwards, I met Alexander Koretsky, a descendent of the old-time Russian immigrants. Sasha helped me with my English and I gave him tips on Russian. Together we opened the Petrosib USA office. The office fulfilled the same function as Sankin’s home had done, back in 1993. We would find an interesting product and sent large shipments to my retail stores in St. Petersburg. We even hired a secretary and a couple of workers.

I liked America and did not rule out the possibility of settling there for good. I found an apartment in San Francisco, on famous Lombard Street, with an excellent view of the Golden Gate Bridge and of the whole city. Rina and I really felt at home in the flat and we decided to sell the house in Santa Rosa and buy the apartment.

But we did not end up being able to settle in the States. My retail business was growing and starting to bring in good profits. We had no choice but to work on it directly in Russia.

Realizing the prospects, in late 1994 (believe it or not) I decided to hire a lawyer and a marketing specialist. I had read someplace that the best way to go about recruiting this type of staff was through an agency, a head hunter, as such organizations were still know back then. I decided to give it a try.

My first experience exceeded my expectations. I got in contact with the company BusinessLink Personnel and put in a request for personnel to fill the two positions. This company had been founded right at the beginning of the nineties. When Procter and Gamble first entered the St. Petersburg market, staff at St. Petersburg University did a lot of the recruiting. The experience was a success and so the same people registered a business. They continue to achieve big things to this day. Working with the agency was unlike anything I had ever done before: I went to their office and they brought the candidates, one by one, into a special conference room where I interviewed each of them.

I was immediately impssed by a young guy who had just completed his law degree with honors at the university, in the same department where Putin and Medvedev had studied. The kid’s name was Sasha Kotin.

He turned out to be a diligent student. We began to restructure the company, borrowing money and doing up contracts according to correct protocol. This really helped me out in the end. If it had not been for Sasha and his astute legal moves, I really would have been screwed during the first crisis in 1998. It is likely that some very bad people would have taken our business away from us. Sasha fought for every penny, for every dollar, and for our company’s reputation. He was incredibly loyal, even though he did not have partner status. He was very conscientious, sharp, intelligent, intellectually astute, and an effective manager. Later, tragedy befell Sasha-but I will talk about that in a bit.

As with Sasha, I was incredibly lucky with the marketing specialist that I hired. BusinessLink secured the services of Samvel Avetisyan on our behalf. He had been working as a science consultant at the State Public Library on Fontanka River and was earning around 200 rubles per month. I believed he was the right person for the job and so offered him three hundred dollars a month-really good money at the time. Today, Samvel is a marketing hero. He has his own company, Arkhideya, which develops marketing concepts.

My first experience with hiring through the agency turned out to be a huge success. Prior to that, in accordance with Russian tradition, I had hired my friends, or acquaintances, or people that had been recommended to me. Both Samvel and Sasha demonstrated insane levels of efficiency, skill, and knowledge. This was especially clear when you compare their work with that of the managers I had hired on the strength of word of mouth endorsements. If you are serious about being a businessman, then sooner or later you are going to have to turn to a recruitment agency. This is because hiring strictly from among the people that you actually know is a surefire way of destroying your business. If you want to derail your work and lose your investment, do exactly that!

It all started on September 1, 1995. The city was drenched in Tekhnoshok. We booked as many billboards as well could and called all of the radio stations in order to secure as many spots as they would give us. We hung banners across Maly Prospect and Mayakovsky Street. Oleg Gusev filmed a commercial that was shown on the St. Petersburg TV station. This was around the time that Gusev was filming music videos for Pugachova and Kirkorov-most notably for the latter’s hit song, ” Zaika Moya ” (“My Baby”).

The song in our ad went like this:

There’s simply no need to bring a shopping bag when you come, Tekhnoshok will deliver anything you need, straight to your home.

It was utter nonsense, but within an hour everyone knew about us. There were line-ups outside the stores. We kept running out of product. The store’s daily revenue was 20 to 50 thousand dollars. It was as though we were printing money. Armored cars with men in bulletproof vests came and went, to and from the bank, picking up our cash. My thanks go out to Promstroibank and Vladimir Kogan, who believed in me and gave me a seven million dollar line of credit. This was serious money in Russia at the time: in 1995 our two stores achieved sales volume to the tune of 20 million dollars.

Business was going well and so we began to expand. We rented more space and opened a third store at Kommendantsky Airport, with a fourth on Moskovsky Prospect. By the beginning of 1996, we had a full-fledged chain: five stores in St. Petersburg, two each in Omsk and Kemerovo, and one in Novosibirsk.

* * *

It is not surprising that, at this point, I was not actually acquainted with all of the people who worked for me. In this respect, one interesting story concerns something that happened in October 1995, when I dialed an internal number and an unfamiliar voice answered the phone. Naturally I asked,

“Who is this?”

“Who are you?”

“I don’t quite get it. Come to my office, we should talk.”

It turns out I had been speaking to our new marketing manager, Vadim Stasovsky, who had been discovered and hired by Samvel. He had met everyone in the office, but did not know all that much about me. Vadim probably thought that this encounter would end badly for him. But we got acquainted and had a straightforward conversation.

As a marketing specialist, Vadim’s achievements were huge. We would send him to nearby stores and he would count the boxes our competitors were selling. He would stand for two hours in the freezing cold outside one store, then another two outside another, counting boxes and trying to get an idea of their price. Then he would ppare enormous analytical reports on their sales volume. We realized that Vadim was good with numbers, so we transferred him to finance. At that time corporate finance was a different world than it is today. For the most part there were two elementary types of calculation: addition and multiplication. Whoever was strongest in this regard would get into finance. Vadim has been on my team now for 15 years. He was involved in all my businesses and he has an enormous reservoir of experience. Today he works at Tinkoff Credit Systems.

* * *

In the meantime, business went well. At the end of 1995, Rina, Dasha, and I were able to move into a new apartment on Kamennostrovskoy Prospect. The apartment, which was located in that majestic building where the son of St. Petersburg Governor Yakovlev would later buy a flat, cost 250 thousand dollars. That was a giant leap for me at the time. When we started remodeling, we took our designer with us to San Francisco. We brought everything-from furniture and drywall to plates and spoons-from the USA. We filled three containers!

On December 31, we flew to Chamonix with Uniland ‘s Oleg Leonov. His wife came along too. Oleg was already a very adept skier. I, on the other hand, had only gotten started at 28 (do not think that 28 is too old). I simply fell in love with the mountains at that time and since then have made good progress. I also remember well a call that I received from Andrei Surkov on January 1, 1996. He wished us a happy New Year and told us the he had sold 100 thousand worth of product the day before-on New Year’s Eve. People bought psents and I grew richer.

From left to right: I, Igor Spiridonov, Andrei Surkov, and Alex Koretsky at the Hungarian stage of Formula 1 in 1995. That summer I decided to be a blonde.

My 28th birthday celebration with the Tekhnoshok team on December 25, 1995.

The first big publication on me was published on August 13, 1996 in the newspaper Delovoy Peterburg.

Vadim Stasovsky, member of the board of directors at Tinkoff Credit Systems:

I started working at Petrosib in early October 1995 as a marketing manager. I was hired by Samvel Avetisyan. At that time Oleg spent most of his time in America and only came to Russia for six months of the year.

The Oleg of 15 years ago was very different from the Oleg that we know today. Back then, you could see him coming to the office from a mile away: he’s here! Everyone started running around and panicking. The situation changed by leaps and bounds. Now people still react to him in a particular way (especially those who’ve only known him for 2 or 3 or 5 years). As compared to the Oleg I knew 10 or 15 years ago, however, the change is very significant.

It was like a whirlwind. He did not shout-he just had a certain way of talking. He had a natural manner of speaking.

The six-month periods when that he was in the office had a very different feel to them than the six when he was away. He managed to maintain pssure on everyone though, too, even when he was a thousand miles away.

Interacting with Oleg outside the office, on the one hand, and interacting with him at work, on the other, leaves the impssion that you are dealing with two completely different people. At the same time, though, you have to keep in mind (and I only realized this many years after I had met him), that much of the time he is just messing around. He can shout and stomp his feet, but afterwards you realize that the emotions he had been expssing were simply not there. Oleg was just a good actor.

Vladimir Malyshov, editor of Delovoy Peterburg (St. Petersburg Business) in the 1990’s:

Tinkov is an unusual and fascinating Russian business p. He wants to be unique, attractive, and creative. And, without a doubt, he succeeds in these respects.

We first met at his first official event-the opening of the Sony store in St. Petersburg. Petrosib, his company at the time, had been selling mostly wholesale electronics. Then his priorities changed and Oleg opened the first store in the city that repsented a Japanese corporation. That evening, in a basement store on Vasilievsky Island, around 20-30 guests gathered. Oleg was really nervous. He was running around the room with orders, scolding his employees as well as the caterers. He greeting the guests, smiled at the pss, and, now and again, hid in the back offices with important ladies and gentlemen from the district administration. It was clear that the man wanted to stand before his guests and before the assembled journalists, in all his fame and glory, as the “owner of the first brand name Sony store in St. Petersburg.” In order to get the material that I needed, all I had to do was to ask him a few typical questions about his business (investments, return, Sony’s terms, etc.). But I did not want him to experience the nervousness that interviewees usually feel and I did not want journalists from competing publications to eavesdrop on our conversation.

The situation was so stressful I almost got into an argument with him. I introduced myself in the normal manner, saying,

“I’m Vladimir Malyshov, business editor for the newspaper Delovoy Peterburg.” Then I asked him, “When can we talk quietly?” He replied gladly,

“Let’s talk right now.” And then he turned, suddenly, to greet another guest, who took him off to talk with some other characters. They chatted boisterously as they walked quickly into one of the back rooms.

I was tired of it: time was passing and I hadn’t gotten a single snippet of information.

He was 26 then and had only just begun his difficult journey into the business elite.

Chapter 15

Premonitions of the Crisis

In 1996, political instability returned. The communists’ prospects for returning to power looked very realistic, particularly in consideration of Boris Yeltsin’s extremely low popularity ratings. But the state’s machinery worked solely towards getting him reelected as psident. The idea was simple: the message was not so much in favor of Yeltsin, but rather against Zyuganov, who was associated with the return of the Soviet Union. The slogans that arose in this context are still well-known today-“Vote with your heart!” “Vote or lose!” The Kremlin needed to get younger voters out to the polling stations, voters that would not want the communists back in power. And the Kremlin achieved its objectives. Young people started to worry about a communist victory. Just prior to the 1996 election, Anatoly Sobchak, mayor of St. Petersburg, told me,

“Two locomotives are flying at full speed towards one another. If they hit head on it will be a tragedy for the country. We need to redirect them. We can’t give the communists their revenge. Everyone must vote!”

To tell the truth, however, Sobchak did not emerge victorious in the municipal elections. In the first round of voting, on May 19, he defeated his former deputy, Vladimir Yakovlev (garnering 29% versus 21.6% of votes). But prior to the second round, the losing candidates had came out and spoke strongly against Sobchak. On Monday, June 3, I woke up and heard on the radio that Yakovlev had won the election by 1.7% of the vote. I immediately imagined how crushed Sobchak, who was such a stately and aristocratic person, must have felt. What state must he have been in as he left his house, got in his car, and drove to the Smolny? He would have been crushed, not because he had to turn of his blinker, surrender the government-owned Volvo 740, and get into a private car; he would have been crushed by the defeat of his liberal ideals.

Anatoly Alexandrovich Sobchak: a great man; a true democrat; a true patriot of his country; a man with truly righteous convictions. Indeed, I do not understand how he became the person that he is-in the context of the Soviet Union. Only freethinking St. Petersburg could have produced such a person in those times. In 1989, when I was still a student at the Mining Institute, I voted for him in the elections for the Supme Soviet of the USSR and, on June 12, 1991, I voted for him as mayor.

I met Anatoly Alexandrovich for the first time in 1996, at an Alla Pugachova concert. Afterwards we went to the Pribaltiyskaya Hotel and sat at the same table. We met a few times after that, too, and probably conversed for a total of ten minutes. On one occasion he even held Dasha. A real politician should always take kids in his arms and hold them: for every kid he picks up, he gets two votes, one from the dad and one from the mom. For my part, I know Sobchak’s daughter Xenia quite well. This might not please her too much, but I have to say that everything that is good in her, everything that I like about her, she got from her father. I can say for certain that he is one of only a few people whose depiction in the media has been completely true to what they are in reality-as with Richard Branson, for example, or myself.

It is such a pity that Sobchak was hounded after his defeat, with his sudden death in 2000, under suspicious circumstances, being the inevitable conclusion. Otherwise, he might still be alive today, continuing to bring much good to the country.

In 1996 Sobchak campaigned convincingly, so we voted for Yeltsin. On June 16, during the first round of votes, Yeltsin took 35.3% of the vote-3.3% more than Zyuganov. General Alexander Lebed came in third at 14.5%. In view of this achievement he was immediately granted the position of Secretary of Defense. Thus, in the second round of voting, the votes he would have received went to Yeltsin instead. That is how it worked out. On July 3, Zyuganov took 40.3%, while 53.8% voted for Yeltsin. Later on, it came out that Yeltsin had survived a heart attack in June, but they managed to keep this fact a secret until the elections were over.

Of course, I voted for Yeltsin, not just because of what Sobchak had to say about him, but also because of my hatred for communists and my respect towards Russia’s first psident. My feelings about him are deeply positive because he gave us the opportunity to at least try a taste of freedom. What Gorbachev started, Yeltsin deepened.

I recall the feelings I experienced between 1993 and 1998. Some might say that it was a time of anarchy and chaos. In my opinion, however, it was a time of freedom. My complaint against Yeltsin concerns a different matter entirely: he came under the influence of his daughter, as a result of which he went too far, distributing state property among people close to his family.

I, on the other hand, privatized nothing, but rather strived to develop my own businesses. By August 1996, I had garnered a lengthy article in the “My Business” column of Delovoy Peterburg. The article was written by journalist Volodya Malyshov. A number of quotes from it are still current today.

One example pertains to structuring a business:

It is impossible to operate successfully over the long term without structure-without people sitting in offices, filling out paperwork, holding meetings, working in the warehouse, working at the counter. That is why we build our structure-we hire the best specialists, we equip them with everything they need to work, and we open new stores. Right now people do not get us, but in 10 years, we will see what has become of the “two friends selling cordless phones” and what has become of us. They are moving fast, but who knows where they are going.

Another quote concerns professionalism:

If you can find the people, you will find the money. Unfortunately there are not very many genuine people out there. Now we only look for professionals. We need people with healthy ambitions, people whose goal is not simply to make a thousand dollars or more a month, but who really want to grow their career. When we manage to find people of that sort, then we see them grow up within a year… Often we have to say good-bye to friends-if they are not professional.

Or on business objectives:

Our original business philosophy was to work for profit. I am more impssed, not by the amount of product we sold, but by the amount that the company earned from these sales. For me, the indicator of a business’ success is net profit.

It was not for nothing that Volodya Malyshov wrote about Tekhnoshok and me. Between 1995 and 1996 our revenue had grown from 20 million to 40 million dollars. The competition, however, had grown fiercer. The chain Eldorado had come to St. Petersburg and commenced some severe low-balling. They offered incomphensible prices. How did they manage to survive? On the basis of which profit? On some driving-force items, the profit margin fell to 5-7%. This is next to nothing in retail, where the overhead-everything from salaries to rent-is so high.

In 1997, I felt the slowdown and began looking for opportunities to sell the chain. The company’s annual revenue had reached 60 million dollars and we were always hiring. At the end of the year, I threw a corporate party at the Olympia Club on Liteiny Prospect. I did not know half the people there and this made me afraid. I felt really big, but it was a scary feeling. Now I have my fifth business and I can say for certain that if I am in my office and find that I am faced with a bunch of people that I do not know, that I cannot feel, as it were, then that means it is about time to sell the business. In any case, I had already made up my mind to leave the electronics retail business and to start a pelmeni, where Isayev speaks German with no accent whatsoever. That is why we always speak Russian at home, even though we could speak English or Italian. Dasha is also strong in French.

Let me get back to my studies at Berkeley. They were incredibly difficult for me. Kostya, who knew English better than I, helped me to get the gist of a few assignments, but I completed them myself. My studies-and maybe even my life-however, were nearly cut short due to an accident that happened about a month after I started.

I had driven from Berkeley, riding my new Ducati Monster motorcycle, and I went to Kostya’s place for his birthday. We hung out and I had a couple drinks. I wanted to park the bike, but later decided that I would drive back carefully. In fact, I almost made it back, but on the second to last turn, coming along the winding road, I lost track of my speed and wiped out. The bike’s footrest hit the pavement at an enormous speed and I flew, spad like a butterfly, towards the ocean. I got to my feet and saw my pinky dangling in my glove. Full of adrenaline, I drove home and woke Rina. She was in shock. I myself dialed 911 and found out first-hand how terrifically well that system works.

They asked me to stay on the line, talked to me, and kept me psychologically stable. The ambulance, fire truck, and police car came flying in a mere five minutes later. They loaded me in and took me away. The police officer could smell the alcohol on my breath and tried to do some analyses for his report, but the young paramedic insisted that that should not be done: I was in critical condition and had to be taken to the operating room. The officer asked me how much I had had to drink and I replied with my usual answer,

“Two beers.”

Back home, they would have chopped off my finger, but in America two doctors spent the whole day restoring it. Today my fingers are all crooked and I am missing a knuckle on my left pinky. Thanks are due to the doctors and the young paramedic though. Once again, I was saved by my guardian angel. If it were not for him, a 36-hour jail sentence would have been waiting for me upon my exit from the hospital, for driving under the influence. I would have lost my insurance, my license, and so forth. Welcome to American democracy!

Please, never drive if you have been drinking alcohol!

* * *

So guys, go to the States to go to school. It is of the essence that you do so. Go for a few months, at least, like I did-but for intensive study-because business education is better there. For Americans business is like mother’s milk. It is a nation of salespeople, a country of entrepneurs. Americans understand business better than anyone else. So do not think twice about it: go to Berkeley or someplace else, but make sure it is in America. And, too, your education will enhance your knowledge of the English language immensely-another reason to chose the States.

In total, between January 1993 and June 2006, I lived in America for six years. And I realized that Americans and Russians are two of the closest nations around. If two poles are the same, they repel each other; consequently, we love and hate one another. It really is true that Russians are very similar to Americans!-even more so than they are to the British or Germans who live closer to us, in Europe.

Of course America never became my second home country, but it has had more influence on me than any other country, apart from Russia. It was there that I learned how to understand business, entrepneurship, and liberty-each of which is so lacking in Russia. In June 2009, I wrote in my blog that “I don’t like Americans, I don’t like America, but at the same time I love Americans. I don’t like Russia, I don’t like Russians, but at the same time I love Russians and I love Russia. These are two countries that have melded together, in me, in a contradictory way.”

If we do not study business, how can we become effective in it? On the one hand, it is a bad thing that there are so few professional businesspeople in our country. But on the other hand, you always have to look for opportunities where things are negative. If someone is not doing their job correctly, do it better and win out over him! Russia still has a lot of niches where you can develop a business. If Russian businesses were only 20 twenty percent as effective and smart as American businesses, then, considering our natural resources and our talented people ( Yes! Russians are a lot smarter and more talented than Americans), ours would be the number one country in the world instead of theirs.

* * *

While I was living in America, I attempted to get into forestry. Andrei Surkov became my minority partner. He was to work in Russia and I in the States.

What was the idea? I found out by chance that a cubic meter of our round timber cost ten dollars if you bought it directly from a forestry agency, while the Finns would pay thirty dollars for the same amount. Later I found out how much timber cost in America. It turned out that you could not import round timber, only sawn, dry lumber. Americans are very concerned about the environment and their country’s wild places and so they are worried about the introduction of beetles and other bugs.

In America the price for hard lumber-the oak and elm grown in the south of Russia, for example, in Krasnodar Krai-ranged from 1500 to 2000 dollars per cubic meter. In Russia, taking into account the procurement, transport from the south, milling and drying, shipping, fees, and delivery to America, the cost was 200 dollars per cubic meter. Wow!

We created a partnership with Nikolai Vladimirovich Kozlovsky, the owner of the St. Petersburg bank Finansovy Kapital, with a 50/50 split of ownership. He allotted us some land in Tosno and gave us a bank loan; we bought three American drying machines. Andrei’s job was to fly to Krasnodar and buy choice timber. It was cut at the factory and then he had it loaded into containers and sent to San Francisco.

It seemed like the perfect scheme, but we miscalculated with one thing-the Wild West, which bared its ugly teeth.

The lumber market in the States is very structured and has evolved in the course of many decades. As a rule, hardwood is used for kitchens in America. In California, for example there are around twenty manufacturers that use it. There are wholesale suppliers that import sawn lumber from the northern States or from Canada. At the same time, too, it is hard to tell where the Canadian company ends and the American one begins. They have an Anglo-Saxon friendship.

I immediately sold my first consignment of lumber for something close to twelve hundred dollars per cubic meter. Percentage-wise, the profit was colossal. But because the container did not hold very much, the profit was not so high in monetary terms. In order make a lot, you had to sell a lot. Naturally, being your run-of-the-mill greedy capitalist, I called Andrei and said: “Come on! Let’s see some normal volume!” But Andrei let me down a bit. He stopped controlling the quality-and Americans count the number of knots in a cubic meter very meticulously. As a result, the value can fall by ninety percent, from fifteen hundred to a hundred and fifty. At first he was sending top-grade lumber, which sold well. But then everyone realized that there was this new player on the market who was offering huge quantities at far lower prices. This made people very nervous. These distributors were just like the mafia. They came to an agreement with the kitchen-cabinet makers, who in turn stopped buying lumber from me directly. They said they did not need so much and that it would be better for us to go to the wholesalers. Now, when I went to the wholesalers, they complained about the quality, which really was not the best. They really got me down when they said they would not be buying my lumber anymore. Now I was really upset! In the end they offered to buy the wood, but at a price that was basically equal to cost. They made a rough estimate of what I had paid and started offering me two hundred dollars per cubic meter. Now I had fifty containers sitting in the port. At some point I realized that the cost of storing the containers was about the same as what they were offering me. In the end I managed to sell around ten containers. The other forty I just had to abandon. It was easier to simply leave them than to pay for their storage, reloading, and warehousing. I made a note of the loss. Nothing worked out in the States and we could not find any other market to sell in.

I still wonder if Russia exports sawn lumber overseas. But no: we have always exported round timber and we go on doing it. The European markets are under the protection of the state and the traders keep doing it against the wishes of foreigners, even though the governments of the importing countries continue to insist that the wood needs to be processed and not transported as timber. In Sweden and Finland the infrastructure already exists, the forestry business has been around for centuries, and the last thing they need is for the Russians to import product that would cost two to three times less. They are ready to buy the raw material and make things themselves. They will not even import our half-finished goods or products; thus completely finished products are absolutely out of the question-unless of course we built our own furniture stores there, as IKEA has done in Russia.

Neither the governments, nor the businessmen themselves want the Russians to come onto the scene because this puts pssure on prices and they lose their margin, income, and jobs. Even now there are no countries where it is possible to export any substantially processed wood product.

I have run businesses of varying degrees of success, but I always made money on them. Even in my restaurant business, which I do not consider to be particularly successful, I made good money. But probably every businessman has to live through one failure. This episode involving the lumber was probably my biggest failure. Taking into account the drying costs and the abandoned product, I lost somewhere in the range of one and a half to two million. Ten years ago that was a huge sum and even today it would be a lot.

It turned out to be hard to do business in America. I know that our oligarchs, like Mordashov, Deripaska, and Alekperov do not find it easy to work there either. Even Branson complained that America was the most difficult country for him. I was once again reminded of this in a far more personal way when I was selling my Tinkov beer in the U.S.A. For the American market, I changed the double “ff” to “v,” because surnames ending in two f’s look German, rather than Russian, to Americans. We bottled the beer behind our store in St. Petersburg and sold it in retail stores in California. I really understood then that the market was very difficult.

From that point on, Andrei Surkov and I stopped doing business together. We decided we would just stay friends and, thank goodness, we still are. If we had kept doing business together, we would have probably killed one other by now.

I was the only Russian in my Berkeley marketing class. My American friend, Jack Smith. This is the Ducati motorcycle that I crashed in 1999. In America they make a business out of everything, even when it comes to pictures of your kid in the maternity ward. These photos show Pasha, who was born on December 31, 1998.

This diploma lists all nine courses that I completed at Berkeley.

Konstantin Aristarkhov, member of the board of directors of Tinkov Credit Systems:

I first met Oleg in 1999 when we went skiing with a group of people near Lake Tahoe in Squaw Valley. There weren’t many recently arrived Russians, so we got to talking and it turned out that we had a lot of the same interests. We were both born in Siberia, I in Krasnoyarsk and Oleg in Kemerovo Province. We both skied. Oleg had served in Primorskoi Krai and I had served in Vlapostok.

I had come to the States to study, sponsored by Primorsklesprom, a forestry company where I had already worked for a while. So I helped Oleg a bit when he was involved in wood sales, when he and Andrei Surkov bought the saw and started processing lumber.

One day I ended up staying late at his house. He lived across the bay, while I lived downtown.

“Oleg, the boats aren’t running anymore. Let me borrow a car,” I asked him. He let me take his Porsche, which he had first taken to Russia, then brought back to America to sell. I drove home in it, parked it, and fell asleep. I live in a good neighborhood, but someone slashed the convertible roof during the night. It was probably a drunk or one of the bums that live under bridges in cardboard boxes. The car was empty; there was nothing in it. They just cut a hole in the roof, the morons. I was supposed to pay Oleg for the damage, but he acted nobly, saying,

“I see that you came and you’re trying to fix things yourself. I’m not taking money from you.”

Chapter 19

Abramovich’s First Daria

In 2001, a day came when Andrei Beskhmelnitsky, who managed Roman Abramovich’s food assets, along with Andrei Blokh (one of Abramovich’s first and main partners from back in his toy co-op days), were busy creating a holding company called Planet Management. The highly profitable but small business with the ptty name, Daria, sounded appealing to the oligarch.

Andrei Beskhmelnitsky is a unique inpidual. He is one of the most hardworking and meticulous managers that I have ever met. They hounded me for nearly six months, but in the end they gave me no other choice-there is no other way to put it-I simply had to sell this fast growing and high quality business.

On the one hand, the business brought in hundreds of thousands of dollars every day and so I was fine with it. On the other hand, though, the pelmeni market was worth a couple of million dollars a year and our share in it was already high. After I finished studying at Berkeley, I realized what market volume and share really are. If a market is large, then you can make good money even if your share is only three percent. But if the market is small, you have to be a powerful player. Now, naturally, it is really hard to grow your share if you are already the biggest player-the competition will always try to pinch a little piece of the pie. And here they were, in this case, talking me into selling my business for a couple tens of millions of dollars…

Abramovich came out to meet us and personally led us into his beautiful guest room. I could not help but stare at a massive black and white portrait hanging behind him in which Putin was wearing a kimono. The picture had obviously been retouched. On the table there was another photo of Putin, which was also quite strange. It seemed to me that this was some kind of sign or signal. Why did he have a picture of Putin in a kimono at work? Was it an expssion of respect for the psident or an implication that he, the 35-year-old Roman Arkadyevich Abramovich, was on joking terms with Putin? After all, it has been said that Abramovich is among the people who selected Yeltsin’s successor. At the same time, though, there was a certain degree of provocation in the photos. I still have not pd out the answer to this riddle.

I am a businessman and, as such, I have to have good intuition. There are a lot of incredibly unpleasant types among the oligarchy, but Abramovich made a very decent impssion on me. He is certainly no tool, as some are. But I cannot say that he is smart and scholarly. The saying, “be quiet and you’ll pass for smart,” describes him. In the half hour that we were there he said about four phrases: “Alright, okay. So what are you gonna do with the money once you’ve sold?” And his last words were, “All right guys, get him paid up.” That was it! Ellochka Lyudoyedka was involved in the socio-economic crisis in Pikalyova) told me about an empty property on Kazanskaya Street, in building 7, where there used to be a Zarya factory. The property was perfect for a fancy restaurant. It was 200 meters from Kazan Cathedral and 250 meters from Nevsky Prospect. It was on a quiet side street where it would be easy to park your car. Long ago it had been a Nobility Hall, but on January 1, 1842, the first savings bank in Russia was established there by Nicholas I, “with the goal of providing low income people of all professions with a means of saving in a reliable and profitable way.” If I had been in German Gref’s shoes, I would have bought the building for Sberbank. He is quite aware of it, as he helped me to rent it for use as a restaurant when he was chairman of the CPMC.

At the same time, the company Stanley, owned by Stanislav Bushnev, was also looking to get into the place. This kid is way behind the times. We all remember the turbid nineties. That is when he was born. Unfortunately, the mindset in the regions has changed at a much slower rate than in Moscow. I saw Bushnev in St. Petersburg recently, and he still walks around all grim and surrounded by bodyguards.

When I was trying to secure the property, Stas proclaimed,

“That place is mine.”

“But the papers show that it’s mine,” I replied.

It developed into a conflict and I told my friend Emma Vasilyevna Lavrinovich about the situation. She is still the director of Oktyabrsky Big Concert Hall. She knows all the politicians and businessmen in St. Petersburg. If she charged them a commission for everyone she knows, she would be one of the richest people in Russia. In 1996, she had introduced me to Alla Borisovna Pugachova. Now, however, she told me to get in touch with German Gref and to explain the situation to him.

Andrei Surkov attended the meeting. Gref finished listening to our story about how we wanted to build a restaurant, with a microbrewery attached, and signed a ten-year lease agreement, with far better terms than one usually sees in the city. We offered several times more than Stanley had offered. It is not enough to offer the government more money. You have to talk to a high-ranking official as well if you want to see the issue resolved.

I will tell you more: even today, the building’s fate has not been sealed. People are still arguing about it. I created and sold four businesses and fought to keep the restaurant in the same building the whole time. For the most part, however, the conflict does not concern the part of the building where the restaurant is located, but rather the Zarya Defense Plant. On March 17, 2004, Anatoly Ivanov, the plant’s director, was shot dead, along with his bodyguard. Ivanov had had lunch in my restaurant. Then, in the courtyard of his building, a contract killer opened fire on him with a Kalashnikov.

In downtown St. Petersburg the most fantastic things can occur within a few thousand square meters of real estate. In St. Petersburg, unfortunately, in contrast to Moscow, the legal mechanics of regulating real estate are very complicated. In the end it is still difficult to establish who the landlord of the building on Kazanskaya Street actually is. Currently a trust management institute is used for real estate objects, along with some other complex bureaucracies. Every building should have an owner though-either the city or a private owner. You cannot reinvent the wheel.

* * *

By spring the Germans had finished making the equipment and in May it arrived in St. Petersburg. Installation began. The question now arose of what kind of beer we would be making. Joost suggested a line-up of six standard varieties, along with four seasonal beers. This is a widespad scheme in German beer restaurants. I suggested that we name the beers according to color, however, as Russians have little sense of what terms like “pilsner,” “lager,” “porter,” and so forth actually mean.

– Platinum non-filtered (original gravity: 13%, alcohol content: 4.7%; light and caramel malt, hops, yeast, and water). I expssly asked Wachsmann to begin with pilsner, as it is my favorite kind of beer. Given a choice, I always buy either German or Czech pilsner (Budweiser, Pilsner Urquell, or the identical Plzensky Prazdroj).

– Platinum filtered (original gravity: 13%, alcohol content: 4.7%; light and caramel malt, hops, yeast, and water). We did not have much in the way of filtered beer-because I do not understand why anyone would want to drink filtered beer when non-filtered is available.

– White unfiltered (original gravity: 13%, alcohol content: 4.7%; light and wheat malt, hops, yeast, and water). I like wheat beer as well.

– Light unfiltered (original gravity: 11%, alcohol content: 4.0%; light, caramel and dark malt, hops, yeast, and water). This is a lager.

– Dark unfiltered (original gravity: 14%, alcohol content: 4.7%; light, melanoidin, dark and caramel malt). Porter.

– Non-alcoholic filtered (original gravity: 6%, alcohol content: 0.5%). It should be clear what we did here. We made a beer for people who like the taste, but cannot drink because they are behind the wheel, or for some other reason. The beer turned out to have pleasant bready notes and a hoppy aroma.

In order to offer more variety, we introduced a few seasonal beers. Two of them were:

– White Nights. I like this wheat beer even more than our usual “White”. We brewed it for the first time in St. Petersburg, which is famous for its long summer days with short “white nights” when the sun barely dips below the horizon. The beer was created especially for the summer: it is really light and, unlike traditional wheat beer, it is brewed using a top fermentation process, where the yeast is put on top instead of at the bottom.

– Winter Bock or Red (original gravity: 18%, alcohol content: 5.9 %). A beer with a wine-like flavor. For the strong at heart!

I set the opening for August 1, 1998. To promote the restaurant we gave away free food and drink for an entire day and night to all of our guests-something that was audacious for St. Petersburg at the time. A large number of the city’s restaurateurs came and were surprised to hear that I was anticipating daily revenue of ten to twenty thousand dollars. They thought that this would be impossible, given that their highly sophisticated restaurants only managed to pull in three or four grand. Supposedly, the record for the highest one-day sales volume, eight thousand dollars, was set by the Senate-Bar on Galernaya Street, where groups of foreigners were often taken and which U.S. President Bill Clinton himself visited in 1996.

From among the city’s administration came first vice governor Ilya Klebanov along with German Gref. German Oskarovich drank some beer, congratulated me, and said that he was moving to Moscow for work. On August 12, I heard on the news that he had been appointed first deputy to the Minister of State Property. When Vladimir Putin became acting psident, following the historic voluntary resignation of Boris Yeltsin on December 31, 1999, Gref was appointed head of the Center for Strategic Development, a body that was to come up with economic ideas for the new psident. As it turned out, Vladimir Putin must have felt that these ideas worked very well, considering that he appointed Gref Minister of Economic Development and Trade immediately following his election. He worked in that post for over seven years, until he managed to convince the psident that he would be better off working at Sberbank. The only minister to maintain his position longer was Alexei Kudrin, who had also started out in the St. Petersburg mayor’s office.

On one occasion, Vladimir Putin himself visited my restaurant, along with Vladimir Yakovlev. We drank some beer with them and they liked it. Putin said that he had had some beer in Germany and that Tinkoff was crap. But really, Tinkoff is a person and the beer is delicious! Thank goodness, Putin considers me a person. Bureaucrats, listen! Write this down! He drank my beer and he liked it. So you had better not cut me off on the road! This applies to law enforcement in particular. Think about it!

This is simply not true!

You can always find a niche. And you can do this yourself. After all, an entrepneur is a person who sees opportunities, a person who can ascertain what others cannot, who can perceive the positive in what seems at first glance to be a negative situation.

An entrepneur is an optimist by nature! Of course luck plays a significant role and, without a doubt, I am a lucky man. I always have been. But in order to make your luck work for you, you have to do something. Bear in mind that merely finding a good niche is not sufficient. You also need to choose the right people and motivate them in the right ways-materially and emotionally.

In St. Petersburg, in 1998, to have an in-house microbrewery attached to a restaurant was revolutionary.

The slogan “It’s one of a kind ” was not yet on the drawing board, but Tinkoff bottled beer was already my brainchild.

Valentina Vladimirovna, my mother, visiting in 1999 after Pasha was born.

Here I am in San Francisco with Dan Gordon, one of the co-founders of the Gordon Biersch chain of restaurants and microbreweries.

On Sushi

I saw it done in San Francisco and I just copied the practice. For Arkady Novikov, however, the idea did not work in St. Petersburg. And it did not work in the Moscow restaurant Sushi Vyosla, either. The assembly line approach is an option only for business lunches and for restaurants with a large output capacity.

Chapter 21

Moscow Sausage

Originally, I had not intended to create a restaurant chain. I had opened the St. Petersburg restaurant, in part to promote my beer brand, while dreaming of opening a full-fledged factory later on, and in part for myself -so that I would have someplace to go with my colleagues and friends after work. Randomly enough, I soon realized that this was not such a bad business after all. I started meeting lots of Muscovites who had fallen in love with the Restaurant on Kazanskaya Street in St. Petersburg. Of course, opening a restaurant in Moscow would be scary and expensive. The business world of St. Petersburg was not accustomed to paying forty thousand dollars a month for a property, when you could get the same place for eight thousand back home. I had my doubts, but the more praise I heard from Muscovites, the more I thought about opening a restaurant in Moscow. In 2000, then, when the crisis had eased slightly, I decided to enter this new territory.

Immediately, I felt the contrast between Moscow and St. Petersburg. There was extortion everywhere. Gimme, gimme, gimme! I can only imagine what goes on in big investment projects. Moscow is structured completely differently from St. Petersburg. Every step you take costs money; you have to pay tribute on everything. That is what you call the Byzantine Empire, my friends-Moscow, the capital of our homeland. Nothing of the sort ever happened in any of the other cities where we opened restaurants. But what can you expect from a city where the blood has already curdled? It is a city that has been ruled by the same man for 20 years now, a man whose wife, one of the richest people in Russia, is the only female billionaire (in dollars) in the country. This scenario would be impossible in any other civilized nation. An office-holder in a position like that would have stepped down from his post, at least. At most, he would have put a bullet in his own forehead.

Let me get back to the restaurant. We opened in Moscow in late 2001. All together the restaurant cost me two million dollars. In addition, we bought the property a year into our lease, which, as you can understand, ended up a very good investment, considering the growth in real estate prices.

People came to Protochny Alley, drank beer, and liked it. Everyone from Vladimir Zhirinovsky to Vagita Alekperova came to check it out.

I started coming to Moscow more often. You might say that I moved to the city, if you could say such a thing about a person who tries to spend no more than a few days at a time in any given country.

After all these years, though, I still do not feel like I love the city. Consequently, I agree with Bogdan Titomir’s song about Moscow: “Moscow is shit”.

I do not like the city at all. For me Moscow is one big office: huge, comfortable in places-an office, but not a home. When I fly into Sheremetyevo or Vnukovo airport, an interior switch flips to “work” position. When I am leaving Moscow, as soon as I get into the plane, it flips back to “rest.”

The city is not designed for family life; it is not pro-children. I realized this in 2001, when I took Rina and the kids to a restaurant, aptly called Hole in the Wall. Everyone looked at us as though we were enemies of the people. A hooker sat there with her legs crossed. Her facial expssion seemed to say: “Why in the world did you show up here with your kids?” It is not just that, though. The city, in general, was simply not built for living in.

There is always an issue about where to go for a stroll on the weekends. Do you leave town? It takes hours to get out of the city and the same amount of time to get back. The suburbs? Everything has been overhauled. They have not kept any of the old buildings and estates. The only decent place to go for a walk, perhaps, is Pokrovskoye-Streshnevo Park and only in winter. Overall, though, there is nowhere in Moscow that you can do it. You can do a lap around the Patriarch’s or Clear ponds, but no more.

Moscow is a city with completely bizarre architecture. Look at Khodynskoye Field. It is eclectic: round, square, tacky buildings (built, by the way, by Russia’s richest woman). It is totally absurd-it was an empty field. Why could they not have done what people do everywhere else in the world, constructing perpendicular and parallel streets, nice humane housing, and parks where you can go for a walk?

I went there to visit someone and it took me forever to find my way. All of the new Khodynskoye buildings, which were built five years ago, look as though they have been standing there for fifty. Alexander Kuzmin, the Chief Architect behind the project, is quite the character. Why does he not simply resign? What he has done is totally out of line, to put it mildly.

In St. Petersburg people are asking whether the Gazprom Tower might disturb the city’s harmony. Compare this with Moscow. The city has been snapped down the middle, trampled, and spat on.

Sure, Moscow reminds one of New York and, sure, it is a dynamic city. It is a good place to make some money too-I agree. But to live there is simply unbearable. That is why a lot of people send their children overseas to study, including the Moscow bureaucrats who do not believe in the city themselves. It is a dying city. Bulgakov wrote that Muscovites are good folk, but the apartment issue ruined them. After all, Woland (the Satan-p in Bulgakov’s The Master and Margarita) came to neither St. Petersburg, nor to Novosibirsk, but to Moscow-City of the Devil.

Why am I being so mean? It is because, when I wrote the foregoing, I had already been in Moscow for four weeks. Luckily I flew to Dubai the following day. A normal person has a home and an office. All of Moscow is my office. Unfortunately Luzhkov and his associates have made it so that you cannot stay in Moscow for long. How can you blame businesspeople, or the bureaucrats themselves, for sending their kids to other countries, if normal living conditions are completely lacking here? Sure, a big-time bureaucrat may be able to make himself a little Singapore in the suburbs, a gated 100-hectare estate with fields, woods, and animals. But what of the common man?

I love St. Pete’s; I dislike Moscow. And on the whole I feel okay about other major Russian cities. Novosibirsk, for example, is a very cozy city, even if it is big. There are problems with the infrastructure there, of course, but the city is interesting and suitable for living. I like it there, even though attempts were made to pvent me from opening a restaurant there in January 2003.

My restaurant in Samara, seating 275, opened in November 2002, a little earlier than the one in Novosibirsk. I created it in partnership with a local restaurateur, Alexander Terentyev, offering him a twenty-five percent share in exchange for his help in finding my way around the city and introducing me to the upper class.

It quickly became one of our most successful locations. Apparently this was because, although the city’s infrastructure is a complete wreck, its people are good.

For some reason the people of Samara and St. Petersburg are similar, like brothers. They have the exact same mindset. People befriend one another and entertain in their homes. In Moscow it is not common for people to go to one another’s houses. If you are invited, it means that there is going to be some kind of business-related standoff. A Muscovite is consequently a special kind of person, a severe type.

And the best, the most beautiful girls in the country live in Samara too. I do not know what caused it, but there appears to have been some kind of explosion there-environmental or demographic-and now every one of them is gorgeous. There are so many! It is a case where quantity and quality are not mutually exclusive.

By early 2003, we already had four restaurants. I went around to other cities, looking at how their markets were developing, trying to discern whether they were ready for us to come open a restaurant.

My memories of Nizhny Novgorod are very warm. The city is interesting and so are the people. I always enjoy my time there.

Kazan is a distinctive city. I can say a lot of nice things about its management. Despite a few Eastern frills, when it comes to attracting investment, everything is done there rationally and at a high quality. Dubai was taken as a reference point for Kazan. Even though there are some financial problems in Dubai, it would be stupid to deny that what they have done with their infrastructure is revolutionary-even if they did go a bit overboard.

Both Rustam Minnikhanov, the prime minister of Tatarstan, and the people at the mayor’s office in Kazan are on the right track. They have created an investor-friendly environment. Everything is understandable and pdictable, two critically important factors for investors. It is a good thing that Minnikhanov was appointed psident of Tatarstan in early 2010, rather than Mintimer Shaimiev.

The feelings I associate with the neighboring city of Ufa, where we also opened a restaurant, are less positive. There is more of a mess there. At least, that is how it was in 2003. Perhaps now, in 2010, Murtaza Rakhimov, the psident of Bashkiria, has done something to improve the investment climate.

I have bright memories of Yekaterinburg. Opening our restaurant there was a lot of fun. The governor of Sverdlovsk Province, Eduard Rossel, introduced me to his deputy and we assumed that we would not have any problems with the local authorities. But wait! Welcome to modern Russia! Who could have pdicted that relations between the municipal and regional administrations would be so tense? Our manager made a mistake by failing to hold any talks with the mayor at all. We brought in a bunch of musicians-Mikhail Boyarsky, Leonid Yarmolnik, Igor Kornelyuk, Mumiy Troll, De Phazz. Right at the climax of the performances there was a power failure and, in the meantime, the director of the power network was off at his summer cottage.

We could not simply disperse the crowd. At first we lit a bunch of candles. Then we worked things out with some military men, who pulled two generators up to the building. Everything worked out well end. The moral of this story is: never give up, always look for a solution and build a good team that will help you in the battle. People still remember the opening of our restaurant well, which is better promotion than we could have hoped for. It is not for nothing that the restaurant in Yekaterinburg is one of the best in our chain.

I have fond memories of Chuvashia as well. In 2003, I wanted to buy a brewery in Chebosary (which I will discuss in more detail in the next chapter). As Nikolai Fyodorov, the brewery’s psident, and I rode in the car, I experienced something that I had never experienced before and would never feel again. As we drove by some traffic cops, they saluted us.

By developing this most beautiful of cities, it can be made into a Mecca, both for Asian and Russian tourists.

With typical frankness, I declare that Kamchatka is the best place in Russia, if not in the whole world. I have never seen anything like it: volcanoes, geysers, bald mountains, snow, sudden weather changes. I went with a group of French, Germans, and Americans on a freeride skiing trip. Everyone was pleasantly surprised by the Jacuzzi-like hot springs that winter. It is a completely one-of-a-kind place. Thank God we did not sell it when we sold Alaska.

I like spending time in Sochi at Krasnaya Polyana. I do not recommend taking the chairlift, but as far as freeride skiing goes, it is one of the best places in the world, both in terms of snow quality the steep inclines. No wonder one of the stages of the freeride world cup is held there; even the best athletes are dumbstruck by it.

“Yes this really is an awesome place.” It is probable that Sochi will be the infrastructure capital of Russia now. After all, it is simply mandatory that we do everything really well in pparation for the 2014 Olympics.

There are a lot of beautiful, scenic places in Russia, inhabited by beautiful people. But our economy is upside-down. Everything flows to the center, to Moscow. This is very unfair and it is not right. So I am not in the least bit surprised that Muscovites are some of the least liked people in Russia. What does it mean that even St. Petersburg is more critically short of money than Moscow? This is especially apparent in the ambitions of Muscovite managers: they want salaries running to ps that their counterparts in St. Petersburg would never dream of demanding.

At the same time, managers in St. Petersburg are often more effective than those in Moscow. People from St. Petersburg are better workers. We are more effective, less narrow-minded. You can find examples in the business world, the political landscape, and in show business. We can see how St. Pete’s is at the top of its game in every category. The reasons are straightforward ones: on the one hand, it is the northern capital; on the other hand, there is less money there and consequently one has to put in more effort to make it. There is a parallel here with how boxers train: some use weights and others do not. That is why we are more effective managers than those one might find in other cities.

The same can be said with respect to artists. Shnur used to sing for a hundred dollars. He has seen it all. Or there is Mumiy Troll from Vlapostok who came, saw, and conquered. In my opinion, regional ambitions are always good. In Moscow, though, you can sing one song, or sell a mediocre product for 20 years straight, and still be successful. The market is like that; it is like a spoiled kid.

The competition in Moscow is very specific and in some areas there is none at all. Here I am judging from my own restaurant: at one point we had barely any competition and the restaurant made really good money. After a few years, though, our profits began to fall off and, by the time the most recent crisis rolled around, the restaurant was suffering. First of all, people started going out to eat less often. Second, there were now many similar restaurants all around Moscow. The Moscow public is easier to sway and tends to be less loyal than in a lot of places. The people love novelty. They are always looking for something better and so it can be quite hard to find and keep loyal customers. Whereas Muscovites are all about the new and the better, people in St. Petersburg visit the same restaurants decade after decade. That’s small-town Europe mentality for you! My favorite place is the best that there is, period!

Furthermore, the restaurant economy in Moscow is not market-based at all. A lot of restaurants were opened, but guest numbers did not grow, especially given the crisis. At the same time, millions of dollars were invested in these ventures. In America or Europe, eateries with such large investment volumes are doomed. In short, there, the market works.

Every day in San Francisco one restaurant opens and another closes. In other words, it would be impossible to eat at every restaurant that there is, even if you went to a new one every day. And if you see a restaurant at eighty percent capacity, in the evening, it means that it is going to shut down soon. Overhead is so high that you simply cannot keep a restaurant running unless it is packed all the time.

But in Russia, you see restaurants that remain virtually empty year after year. Why? Because the owner does not regard the place as a business. Rather, it is a status symbol. Or it is a way of keeping his wife busy. Or it is a place where he can sit in peace and quiet. Restaurants are designed with flaws built into them. And when a lot of the players do not play by the rules of the market, it is easy to see why a normal businessman, wanting to make some money, will have a hard time. That is why I do not recommend opening restaurants in Moscow at this time.

In the autumn of 2009, Aras and Emin Alagorov opened a restaurant called Nobu (the original Nobu was opened way back when by Nobu Matsuhisa and Robert De Niro) in Moscow. My family and I came there one day for lunch and we were the only guests in the whole place. It seems like that ought to have been a wake-up call, but this happened in the gorged Moscow of today. Back in the late nineties and in the early years of the new century, my restaurants were met with cheers across nearly all of Russia.

In 2001, I set up a Tinkoff restaurant in Moscow, investing unsparingly, because I wanted to keep the satiated public happy. I opened a 1300 square meter restaurant in Nizhny Novgorod on September 26, 2003. To the left is Joost Wachsmann, who sold me beer-making equipment for my restaurants. Sergei Kirienko, the psident’s authorized repsentative, came, along with his wife, to the opening of the restaurant in Nizhny Novgorod.

Chapter 22

Like No Other

The equipment at the St. Petersburg restaurant turned out to produce in such high volume that it was impossible to sell all of the beer that we had on tap. Thus Igor Sukhanov and I decided to buy a beer bottling line. I flew to Italy and ordered it, at a cost of a few hundred thousand dollars. A little later I bought out the twenty-five percent held by Igor and so became the restaurant’s sole owner. He left to work as a big boss then, as the deputy general director at Mezhregiongas.

The demand for bottled beer exceeded the supply. We could make a couple thousand bottles a day, but we needed ten times that. A bottle cost us thirty cents to produce and we sold them at wholesale for a dollar apiece. The price reflected a stock factor: if there was none left in the warehouse, we would raise the price, but if we had some, we would leave it alone. That is marketing in a nutshell.

We had insufficient product and so I started thinking about constructing a factory. I had some extra money at that point since I had recently sold my Daria pelmeni business. But I did not want to invest all of the proceeds in a factory, having decided to leave some for my family. So I approached Anton Bolshakov with the idea of building a factory. We had met back in 1999 and it still brings a smile to my face to remember how that came about.

When I was studying at Berkeley Igor Pastukhov called me and said,

In the evening, I got on an overnight train to St. Petersburg, saw how things were going at the Daria factory, and, immediately after that, went on to Pulkovo airport. When you are flying to America, it is as though you are going back in time. So I landed in San Francisco on Sunday evening, and on Monday morning went to school.

Every Monday we would talk about what we had done on the weekend. One of the students related how he had bought the Saturday edition of The Wall Street Journal and read it while sitting in a Starbucks. Someone else talked about skiing in Squaw Valley. The professor asked me,

“Oleg, where did you go?”

“I took a trip to Russia-to Moscow and St. Petersburg.”

“Are you kidding?”

“No, I had a business meeting in Moscow and then I checked in on my factory in St. Petersburg.”

It was ptty funny. The students and the professor were shocked by this Russian weirdo. But it was a good thing that I took that plane trip to Moscow and St. Petersburg. The fact that I knew Anton Bolshakov served me well in 2002.

He was the one I came to when I decided to build the beer factory.

“Anton, I have a beer restaurant in St. Petersburg, with a small bottling line. The beer is really taking off! We get several times more orders than our plant can fill-even though I have invested hardly anything so far in promoting the brand!”

“Interesting. Now what did you want?”

“I want to build a small brewery for twenty million dollars. I need a four million dollar loan. A factory of the size I envision would be able to brew twelve and a half million liters of beer per year. That’s three million bottles a month. It’s an intermediate option between a big plant and a microbrewery. I’ve got the blueprints.”

Anton believed in the idea and opened a line of credit for us. I have to give him credit: the man was able to distinguish between trash and treasure, grain and grass. And I am not the only one he has helped. On his initiative the bank started working with other capable businessmen.

Such considerations did not make me feel too much better though. I was doing the construction with borrowed money and every month the bill kept growing. I was really nervous. For the first time in my life I suffered from insomnia. It took me forever to fall asleep and I would wake up after two or three hours. If you do not sleep well, then during the day you feel like a piece of shit. In January 2003, just before the opening of the restaurant in Novosibirsk, I did not sleep for a night and a day. I felt so terrible that I left while the party was in full swing, right when Leningrad were starting their set. After I left, I wandered around the hotel. I could not sleep. I tried everything from hot milk to a warm bath. The birth of our third son Roma, on February 23, 2003, did not make matters any better. The only thing that worked was vodka. I could sleep normally after having some. I ended up having to go to a doctor specializing in sleep problems.

“What’s bothering you? What’s putting you on edge?”

“I’ll never finish building the brewery. I am afraid I’ll break the bank.”

“Once you’ve built it, then you’ll be able to sleep.”

The delay might have been even longer, if the construction had not been conducted at Stakhanovite. We’re already seeing this in the defaults that are just beginning to pile up.

Sergei answered me indirectly at a meeting with some journalists,

“I don’t know this man and I don’t want to know him, to tell you the truth. He makes strange claims and tells people to go places. Look at the clip. He told all developers to go someplace far away. For me that’s a strange position. There’s no one like him on the map. What has he done with his life? He has made Tinkoff Beer and that’s it.”

I could not resist the urge to respond to him-because it was a lie: I had done a lot more than just produce beer. We shot another video column in which I explained to Sergei that he was mistaken. After that, we did not attack one another again-particularly given Sergei’s problems with paying back his loans.

I’ve known Sergei for a long time and, no matter what’s gone between us, I think of him as a good guy. He is talented. Sometimes he goes a little too far, but on the whole he deserves credit. There was a huge pit in the middle of Moscow for years and years and monsters like Abramovich, Kerimov, and Luzhkov could not build anything there. When Sergei came to St. Petersburg as a young man, though, even if he was rude and obnoxious and not quite like everyone else, he just did what needed to be done.

From the point of view of business logic and common sense he did the wrong thing. He took out too many loans. And yet this is a problem that all developers face. They do not understand that sometimes we have stability, but that there are other times when we are faced with collapse. They simply follow the same formula, assuming that the price of a square meter will keep going up and up. If you build your business on such a formula, then sooner our later you’ll reap lamentable results.

That’s why, Sergei, I hope you return from Elba one day. For now, though, I’m afraid I have to say that your card is trumped. It’s as though you’re out in the ocean somewhere: if a shark swims past you, you’re safe, but once it’s circled you once, it’s all over. Freedman made his circle and this shark’s teeth are very sharp. You’ve fallen into his circle of interests. I can only sympathize. And I am not looking to dance on Sergei’s grave here. I really do feel bad for him. The more talented entrepneurs there are, the faster the economy will grow, which means that things will get a little better and life will become more pleasant. That’s why, Sergei, I wish you a triumphant return from Elba.

Of course, you’re going through tough times now, but hold tight. We business people are all waiting for you; we love you and we forgive all your foolish mistakes. We know that nobody’s perfect. At the end of the day everyone has his or her minuses and each of us has a skeleton in our closet.

And so, Seryoga, I wish you the best of luck!

Miracles never happen: you have to start with something small and push, push, pushLike me, Andrei Korkunov, got into the banking business after spending time in the food industry. . Andrei Rogachov, entrepneur:

With Leonid Shutov, who opened Bob Bob Ricard -one of the best restaurants in London.

Oleg is without a doubt one of the brightest entrepneurs in contemporary Russia. Entire generations of young risk-takers follow his example. Oleg Tinkov is our Richard Branson. He’s had a lot of successful projects. He knows how to choose one good idea from among a thousand. And then, too, he is able to bring the project to serious capitalization. He exhibits a rare combination of traits: he’s a charismatic leader, but at the same time he’s capable of bringing together team with technological savvy. I’m sure that we will see him undertaking more interesting projects in the future.

Around 1994, I went to visit Oleg on Sadovaya Street and was greeted by an unexpected scene. Oleg was scolding a foreigner. He was explaining to the man-I think he was American-that he had no idea how to run a business in Russia. “Stupid” was one of the milder epithets that he used. I asked Oleg whether he mightn’t be offending the American, but he optimistically replied that the American didn’t understand Russian and so it didn’t matter. I pd that Oleg had the American there as a stress reliever.

Why don’t Oleg and I take up joint-partnership on a project? Partners should supplement each other so that their team has stability. Maybe when I’m a little older-Oleg remains eternally young-we’ll start something together. He’d be the motor and I’d be the brakes.

Chapter 28

Once a Miner, Now a Banker

I started this book with a story about how our banking business was born. Recall that the final decision was made on November 18, 2005, on Necker Island. Little did I know the difficulties that awaited me after that.

On January 1, 2006, while I was spending the holidays with my family in New York before returning to San Francisco, Alex Koretsky flew from San Francisco to Moscow for the bank’s opening. Alex proved unable to work at anything like the miraculous rate that was required and, in the end, I had to go to Moscow myself to give the business a shove.

I hired old friends from Coruna (a company that I mentioned earlier), including general director Sergei Kim, to do the branding for the bank. Their price/idea/quality ratio is unparalleled in Russia. I gave them a few tasks: to develop a credit card and logo, to make a brand book, and so forth. Things progressed slowly but surely. We met sometime in June. On that occasion Sergei said,

At first I was surprised by this name, but then I realized that “Tinkoff” is a recognizable name, while “Credit Systems” sounds solid and would leave open the possibility of our offering services in addition to credit cards.

“Rustam, you know Camal very well. He’s going to head up my credit card business.” Rustam’s eyes nearly popped out of their sockets.

“I’ve invited Camal to work for me in Russia more than a couple times and he’s always refused. I can’t believe that he’ll come.”

For the next two weeks I waited for Camal Bouchie to develop and send me a business plan, but ultimately he called and declined our partnership. Rustam, who had realized that Camal was now willing to work in Russia, made him an offer that he could not refuse. According to my information, Rustam offered him more than twice as much as I had. But everything has worked out well in the end. I am glad that Rustam intercepted him and I understand why they ended up working together so effectively: they both love Eastern luxuries.

In the summer of 2006 I met with Maxim Chernushchenko, the deputy chairman of the board of Investsberbank, as well as with some other bank managers. Alexander Ponomarenko was already pparing the bank for sale to the Hungarian OTP Bank and the managers kept surveying the room. I suppose that is a normal reaction to outside threats because acquisitions always put management at risk.

In August, Alex Koretsky met with Georgy at Egon Zehnder ‘s offices. Alex liked him:

“The guy knows the trade. He’s into the idea of a model similar to Capital One. He said that we’d best not even think of buying IT-systems until we’ve hired either him or someone else with knowledge of the field.”

“That guy has pride issues, which is just what we need. How about I fly in to meet with him immediately?”

On September 18, 2006, Alex and I came to Egon Zehnder ‘s offices. Artyom Avdeyev said,

“Damn, Artyom, didn’t I ask you not to bring in people from Russian Standard? What are you, dumb?”

“Oleg, apart from people who’ve worked at Russian Standard, I couldn’t find anyone who met the requirements.”

“Why the hell have you brought me another person from Russian Standard? Is there really no one else available?”

“Georgy wasn’t a top manager at Russian Standard, so I think there’s nothing personal between him and Rustam, as there was with Chernushchenko.”

“Okay, I’ll call Rustam to talk about it.”

“Oleg, let’s not waste time,” said Georgy. “If I don’t fit into your plans because of my connection to Russian Standard, that’s no problem. If you need to talk to Rustam first, then let’s reschedule this meeting.”

“But why did you leave Investsberbank?”

“I got into an argument with a shareholder and he made the decision.”

“So you think it’s okay to fight with shareholders? A shareholder is God and King!”

“I learned my lesson.”

At the end of the meeting, I invited Georgy to come to our offices the following evening. We met in the conference room with Alex Koretsky, Kostya Aristarkhov, Ulyana Antonova, and Vadim Stasovsky, head of the legal department and the only person to work with me on running four of my businesses, beginning with Tekhnoshok. A consultant from MasterCard Advisors stood at the flip chart and talked about how payment systems are structured and how the cards work. I invited Georgy to sit at the table and, at the end of the psentation, all the managers started asking him questions. It was the same grilling that all of our key personnel had to submit to subsequently as well.

I hired him to work at the bank, which shared its offices-located on 1 st Street in Yamskoye Polye, directly across from where Golden Palace Casino now stands-with the Tinkoff Restaurant chain. We had just bought the license, so all we had was a desk, a chair, and an idea. That was it. We hired people to work exclusively on that idea. I am very grateful to our first ten employees. They had it harder than anyone else. Of course they worked to maintain my good name and they believed in me, but they still took a risk. Some had to give up old positions that they could not have back if their new jobs fell through. Others risked their own reputations.

The autumn of 2006 saw the most overheated labor market ever. People came, I would offer them a salary, they would call back two weeks later and tell me that they had been offered a better deal elsewhere. Nevertheless, in order to work with us, Artyom Yamanov and Stas Bliznyuk left the successful Raffeisenbank, which is one of the best run and most fortunate foreign banks in Russia. Kostya Aristarkhov was the head of a difficult department-debt collection. I had brought him with me from America. I have already mentioned that I am not keen on doing business with friends. I believe in friendships based on business, though, even if things do not work the other way around. But I would have to say that Kostya is the exception that proves the rule. We have been friends for many years-since 1999. In America, Russians hold each other close. In the States, we had spent some great times together and Kostya had shown his best qualities. Over the ten years of our friendship he has never once let me down. I hope that he can say the same thing about me.

He had gone through Far East University and has an American education. He is a fast learner and, most importantly, he has an enterprising spirit. He owned a construction company in the States, which sold and installed windows. He has everything we needed-loyalty, understanding of the market, and experience with the American business system. Moreover, he picks up new skills quickly. In the course of the three years that he has worked at the bank, he has built a good reputation for himself. He has built an incredibly effective, high quality, and technologically sophisticated debt collection department (one whose work draws on statistics, information volumes, and IT). The numbers speak for themselves. We know how difficult the market is at psent. There are more and more overdue payments, people are losing their jobs, or are simply inept at making their payments on time. At our bank, these indicators have remained relatively stable. In fact, they are the best in the industry.

Georgy Chesakov got to work on the IT platform immediately, building the network and guiding principles, and later got to work on the products. The rest of our staff began learning the ropes. We hired some high-end technicians, including Anatoly Makeshina from Zenit Bank. In this way we began to assemble the company-in our laps, essentially. I remember Georgy coming to me and saying,

He does not ask me that question any more.

Georgy Chesakov, chairman of the board of Tinkoff Credit Systems Bank:

We issued the first Tinkoff Platinum test cards in May 2007. That fall we began distributing them en masse.

Oleg is tough-skinned, explosive, and exuberant. But at the same time, he’s a lot more tolerant of resistance and complaints than my pvious employers, Rustam Tariko ( Russian Standard) and Alexander Ponomarenko ( Investsberbank)-even if, at first glance, it might seem like the opposite would be true.

I got a good impssion of Oleg back at the beginning of the banking project, in 2006, when he gathered the whole team together in his office. He pointed at the glass desk and said,

“I put my own money into this project and I’m ready to chew on this glass to ensure its success.” Later I quoted these words to candidates who asked if Oleg might shut down the project if it wasn’t working out. Another quote: “You need to have balls of steel to put 50 million dollars of your own money into a project like this.” I’m in awe of Oleg’s ability to think about what seem like completely unrelated things in business and in life and to make nontrivial, deep conclusions based on subtle observations. In those moments, you can’t help but think that you’d never thought about it before, but that his observation really was true. Oleg always remembers the basic economics of the industry and the project, quickly and correctly, and he is able to distinguish between important details and unimportant ones-and to disregard the latter. He’s not bound by ruling assumptions concerning the market. He’s able to attract and hold on to good people. He also knows how choose business ventures that have high margins of profit.

Konstantin Aristarkhov, member of the board of directors at Tinkoff Credit Systems Bank:

I learned from him how to be tougher, how to count pennies, and how to focus on and think about what’s actually important at a given moment in time.

I continued living my life, while Oleg returned to Russia to build a brewery. I felt a little awkward calling him: he’s always busy. But Oleg called me himself to find out how I was doing. Later he came back to America for a year. By that time I had my own businesses and I’d become more free and independent. We even had the time to take a trip together to Russia when he was closing a deal.

One day, when September was in full swing, we went to the Sanduny Bathhouse in Moscow. This was after Oleg had sold his beer company. Oleg said,

“Let’s go to Yalta right now. So we left straight away from the sauna and, wearing what we had on, flew to Yalta to swim in the Black Sea. We were back in Moscow two days later. In 2005 and 2006 we took quite a few trips together-around America as well as throughout Europe. Later Oleg offered me a job at the bank and I came. I had wanted him to hire me and had been waiting for it when he invited me. I sold my real estate and business before I left.

Chapter 29

Non-Standard Bankers

In early 2007 I began to realize that we needed someone to take responsibility for the bank’s management overall. I started looking and, as usual, I hired a recruitment agency, interviewing the candidates that they sent me. I probably met with ten hopefuls, which was not very many people and expensive. A lot of them were fairly strange. For instance, one particular nut job showed up-from Binbank I think-and asked for a salary of 1.5 million dollars.

In March I sat in the office and thought,

“Man-who will it be? Who will it be?” Suddenly I remembered an Englishman who worked at Visa. What was his name? John? Richard? Oliver? Yes: Oliver. Oliver Hughes. But he is a serious guy, I thought, the head of Visa. He’ll be a tough sell. Would he come to work at a bank that’s still taking losses? I started recalling the history of our relationship-which was not a simple one.”

As I have already written, I had approached Visa for the first time in the autumn of 2005, when I talked with Lou Naumovsky, the lead vice psident of Visa for Russia and the CIS. He is a Canadian of Russian heritage.

“Guys, I want to get into the credit card business.”

“What do you mean?” Lou glared at me.

“I’m totally serious. I want to distribute plastic cards and offer people credit.”

“Have you ever been in the business before?”

“No, but if you take Rustam Tariko as an example, he wasn’t in the business a few years ago and now he controls eighty percent of the market,” I replied.

“Oleg, why do you want to meet?”

“I want to offer you a job.”

“You know what? That sounds interesting. Let’s meet.”

I nearly fell off my chair. I thought he was joking. But another thought flashed through my mind: this Oliver Hughes is going to ask for ten million dollars a year.

We met at my office and came to an agreement really quickly. Maybe he was already planning on leaving Visa, which would explain why he was so quick to make a decision. He had worked there for nine years at that point, which is quite a long time. Or maybe there was something about me that he liked. Doubtless, he was attracted to the project itself and the people involved in it. He agreed immediately, in any case, at our first meeting. He said that he would be ready to start working in two months and he named his price. Oddly enough, I did not negotiate with him. Twenty minutes later we had our top manager.

On April 27, Oliver left his post as Visa repsentative for Russia and in June he started working at the bank. Prior obligations to his pvious employer entailed that he was not able to start working for us right away.

The news caused a storm in the market: people did not understand and are still unable to comphend why he left Visa and came to work with us. People often ask about it. In all honesty, though, people question it less, now that three years have gone by. Our results speak for themselves. At the time, however, everyone was shocked. A man who had worked for eight years as the head of Visa switched jobs to work at a small bank under the management of some sort of crazy person.

I agree with Marx’s assertion in Das Kapital that English managers are in charge in Russia. They were already in charge back in the nineteenth century. And it is true that if you see a good manager, he is usually an Englishman. The Russian people need Englishmen. There is still so much to do before our own managers reach maturity. I do not know what Skolkovo and other schools are up to but, objectively speaking, our achievements in the area of management are still mediocre. In the twenty years that I have been in business, I have seen a lot of managers and entrepneurs and I can make comparisons and discuss the issue. Anglo-Saxons-the British, Americans, and Canadians-are the best of the best. I like everything to have its own place on the shelf. In my cabinet, the vodka must be Russian, the cars German, the businessmen American, and the managers British.

Oliver’s wife is named Valmay. She was born in Wales. They have an interesting daughter, Maggie. Oliver used to be a punk. I even have a picture of him with a mullet. As I got to know him better, I realized that I had made the right decision: he is my kind of person. Just imagine: here was a foreigner who had spent 10 years in Russia with his British wife. I do not know very many foreigners who have spent that much time in Moscow without trading their foreign wife for a Russian one. I do not want to give a detailed account of why this happens. I am just stating a fact. I once told New Zealander Steven Jennings, head of Renaissance Capital (and I do not mean to jinx Oliver here) that he was the only foreigner living in Russia who lacked a Russian wife. Three months later he had porced his Canadian wife, Tina. I respect Oliver though. It is easy to come to Russia and find a Russian girl, aged twenty years, say, with long legs-a blonde or a brunette-who is simpler, more compliant, and easier to control than women back home. Oliver never took the easy path, however. He is a very conscientious, principled person. I liked him for his punk convictions and the fact that he is alive and real and not some kind of British bourgeois with a golden spoon in his mouth. I had been a nonconformist in my own youth, too-back when I had strange haircuts and wore badges with pictures of Viktor Tsoi on them and hung around the meeting place near the Kazan Cathedral in St. Petersburg. Oliver had traveled the world. He had lived in cheap motels, been to Vietnam, Uzbekistan, Azerbaijan, and Afghanistan. When I went to Morocco, he recommended a number of sights that I simply had to see. It seems like he has been everywhere. He does not choose the Malpes or Hawaii, either, but pfers places that are somewhat dangerous. He is interested in artifacts and has been on archeological digs in search of sphinxes in the Crimea. He is a very interesting inpidual. I am very happy and grateful to God that he has brought such good people into my life.

Oliver and I still work and grow together. There have been a couple of difficult moments over the past two years, but on the whole everything has run smoothly. I am pleased with him and think he is also pleased with our cooperation. Oliver is my partner, just like the other upper management at our bank. One of the conditions for growth in a company consists in having your top management as partners and so keeping them interested in growing capitalization and profits. Our top ten people are all shareholders in the company and this makes our model more sustainable. It is one of our strong points.

The Human Resources Department at Ernst & Young helped us develop this approach. In particular, Tim Carthy is a very talented HR specialist. I recommend him. We are very pleased with the results of our cooperation.

On May 15, 2007, all the bank’s systems were up and running. In terms of technology, we were ready to seize the credit card market. In May, we did a test mailing of 75,000 invitations to potential clients, most of whom were from Volgograd. The first response consisted in 1,500 card applications, some of which we approved. In the summer, we started mass mailings, sending out about 200,000 letters per month.

* * *

For some reason, their managing director, Julian Salisbury (who is now in charge of all of Europe and Asia), believed in me from the start. We met for the first time in February 2007 and in April we were already signing the Term Sheet, which consisted of pliminary agreements for the transaction. Next, they had lawyers review the document and, in September, just as the mortgage crisis was starting in the States, we closed the deal.

Goldman Sachs made a proposal for the purchase of a stake in a bank that had not yet issued a single card. That is to say, we were essentially nonexistent. They invested in our technology, in the team, and in our own faith. Indeed, ours is the only bank in Russia in which Goldman Sachs, the largest and most successful investment bank in the world, holds a stake. Julian said,

On September 1, 2007, I ended my vacation in Forte dei Marmi, boarded a plane, and flew to London. I attended a very brief meeting at Julian Salisbury’s office. He was very busy and Ion Dyagtoglu was the main person in charge of the transaction. We sat in the conference room and looked out the window. Ion said,

“The crisis has started.” When people talk about the crisis in Russia, for some reason they take 2008 as the starting point. For me, though, it is absolutely clear that it all began in the summer of 2007.

Ion said, “What’s going on in the States is a nightmare. Everyone’s defaulting on securities. The markets are falling. And so we can’t buy the stake for the amount we discussed before. You’ll have to lower the price.” I was furious. We fought intensely. But rage is useless in negotiations. Then Julian came in. I had brought Valentin Morozov, our financial director, with me. Six months later he ran away and joined the staff at Sberbank (he literally ran away-there is no other way to describe it). Valentin tried to bring the conversation around to a more rational tone, but I grew even more infuriated. What a waste of time!

While Nick and I ate lunch, he said,

“Listen, you have a good proposal, but I think that we’ll give you a little more and we’ll close this deal. We cannot do so, however, until closer to the New Year. If you want to move faster, you’ll have to accept their offer.” I appciated Nicholas’ honesty. It was the professional approach to take.

Two hours later I returned to the Goldman Sachs office. I said to Ion,

“Let’s make the deal-at the price you’re offering-but let’s break it into two payments. Ten percent now and five percent next June. If all the indicators line up with the business plan, then you’ll buy the rest and the price will compensate for the discount that I’m giving you today.”

He agreed.

Dear ladies and gentlemen! My fellow businesspeople! Remember that there is no such thing as a dead-end situation. There is always a way out. You have to offer an original proposal and usually you will find the approval you need. Of course you cannot disregard the role played by my meeting with Lehman Brothers. You must understand that I orchestrated a leak of that information. I still made a compromise though.

Why did the others not believe in us? Well, it is probably because the people at Goldman Sachs are smarter than most. Or maybe it was in the stars. I am very thankful to them and I know that they will earn huge money on their investment. Their stake is already worth much more than it was at the outset, in spite of the crisis. I am simply angry that the other companies I approached did not even want to talk to me.

In September, immediately following the closing of the deal, we began to send out mass invitations in earnest-in the millions. The response to our mail-outs was meager. People returned their applications incomplete or completed the forms incorrectly. Some included profanities, directed at me personally, in their applications. People tried to insert the cardboard mock-ups of the cards into bank machines; bankers from all across Russia called us and asked that we not send out any more of these “cards,” as they were getting stuck in ABM’s. Some clients, after getting the card, would go to the bank machine, withdraw the entire credit limit, and then throw the card in the nearest trashcan. It appeared that our direct marketing approach was connecting us with the most financially irresponsible people in the country.

Gradually, we began to acquire more clients. It was obvious that the money we had would not last long. The bank’s business consists of buying money, cheaply, and then selling it for more. Where could we borrow more though? We do not have offices. Consequently, we could not serve clients like a full-service bank. The capital markets left us with no options. We had to issue bonds. In the fall, though, it became clear that people with money pferred to keep it to themselves and that the Western markets had closed their doors to Russian borrowers entirely. The last few months of 2007 became a waking nightmare for us.

We set a date for October 23. Prior to the crisis, every time bonds were issued there was always a high level of oversubscription. It just looked bad if a company was unable to place an issue. We were able to sell only eighteen percent of the issue, in spite of a really attractive interest rate at eighteen percent annually. Objectively, the market situation was poor and it is unlikely that someone else could have sold bonds with greater success than we did. Nevertheless, our reputation took a hard blow. It was as if the investors did not believe in Tinkov.

We decided to complete the circulation at a later date. I called all of the financial workers that I knew and tried to convince them to take part in the circulation, but this achieved little. All together, we placed four hundred million rubles worth of bonds. The remaining six hundred million had to be placed on our own books, that is, we had to buy them out. The investors simply scattered.

This was a serious blow. I sat in the office at my round table, just crushed, and I cried. Of course, I am Siberian, a strong man, but I had tears running down my face. Why the hell were these bitches willing to buy shit? I did not understand it. A year later we saw all these shit retail and shit construction companies, which had been built on debt defaults.

An acquaintance of mine bought one hundred million dollars in bonds from each of ten companies, including mine. Out of the billion he invested, nine hundred million ended up in default. We were the only ones to return his money. Why were they buying from others, but not from us? What was with this attitude towards me? Why does everyone hate me? Why do people think that Tinkov is worthless? I did not understand and so I sat there and cried. The only person from the office who came in to see me was Oliver Hughes and I saw that his eyes were wet too. We just embraced and I said,

“Fuck it, we’ll win this war!” From that moment on I have always felt Oliver’s support and I hope that he feels mine as well-and we will continue this goddamn fight. We will prove to everyone out there that we are not in this business for nothing.

That fall I lost some friends. One of these was Alexander Vinokurov. Not only had he organized the bonds for me, he was also my friend and we had spent a lot of good times together. In London I had introduced him to Natalya Sindeyeva, co-owner of the radio station Seryebranaya Dozhd. I was at their wedding. They have a good family and I am happy for them, but my personal relationship with Sasha is unlikely to become friendly.

He called me once at one o’clock in the afternoon, when the trading day was wrapping up at 4 p.m., so I asked him:

“Sasha, buy a hundred million from us, or at least fifty. The investors are calling the brokers and telling them that KIT Finance, who organized the circulation, is not looking to buy, so they certainly do not want to buy any.”

“Oleg, I have a mortgage, you know that we put all our money into it.”

“Please, can’t you at least support us from a PR viewpoint. You can sell the bonds later.”

“Listen, I don’t believe in your idea. Credit cards are shit. You’re lying. You love to lie, but in reality things are not going well with you. And Goldman Sachs isn’t your partner, they’re just fronting you.”

When I heard this complete bullshit I hung up the phone. So I would like to say something here to Sasha: You were unable to buy fifty million rubles in bonds, but now you are broke and you owe the bank tens of billions. The problem was not that you failed to help out a friend. The problem is that you did not buy those bonds, when they were being sold by your bank.

During that circulation I lost another two or three people that had been friends, but I am thankful to the people that helped me. Anton Bolshakov bought one hundred million in bonds. Troika Dialog approached the issue professionally and Boris Jordan did as well. They believed in us, earned their annual eighteen percent, and received their money back exactly one year later. We were one of very few companies that borrowed money in 2006-2007 and then perfectly fulfilled our obligations on the one-year offer.

The idea behind entrepneurship is a simple one: if you do not take risks, you will never drink champagne. Here I am at the wedding of Alexander Vinokurov and Natalya Sindeyeva, whom I had introduced to one another in London. To my left are St. Petersburg entrepneur Alexander Aladushkin and actress Alla Dovlatova. Oliver Hughes, psident of Tinkoff Credit Systems Bank:

I was worried. The surname Vinokurov had become a red flag for me. A year later, in September 2008, justice was served. I opened the newspaper and read that he had lost it all. Did I gloat? To be honest, I did. At that moment it was really happy news for me.

The fact that Oleg approached this project as though it was normal, non-financial business was really the right thing to do. What difference does it make if your business is a bank or not? A bank is very much like any other business. The international and universal principles underlying the creation of businesses are the same: common sense, strategy, tactics, organizational structure, recruitment, and execution.

Konstantin Aristarkhov, member of the board of directors of Tinkoff Credit Systems Bank:

The original concept was to attract money from the debt markets and put that into our portfolio. It’s a totally normal task. But it became our Achilles’ heel, because the debt markets had died. This was a global problem. Even so, our very small startup attracted over two hundred million dollars during the deepest crisis since the Great Depssion. Huge sharks and small fish crashed and burned during the crisis, but we’re alive. We are an absolutely unique project. There are similar banks in the world, but the specifics of the countries, the legal requirements, the quality of the consumers, and the level of development of the banking sector, all play very important roles. Other projects may bear some superficial resemblance to ours, but they still differ. In my view, we are a bit like Capital One in its early stages, both in our approach and with respect to the technologies we use.

The fact that Oleg is able to organize, establish, fine tune, and give a burst of energy is indisputable. What’s unique about him is his meticulousness. If he enters into any sort of relationship, in any business, he’s always at the crest of the wave; he knows everything about it, he pays close attention to detail and he’s always aware of what’s going on. This is so, not just in his own work, but in everything that’s involved with the business he’s trying to build. It takes him only a moment to perceive every facet of a situation. I’ve never seen these one-of-a-kind qualities in anyone else. Plus, his mindset is undoubtedly Western, an awe-inspiring trait in a guy from Leninsk-Kuznetsky- notwithstanding the fact that he lived in St. Petersburg and worked the black market there. He picks up on everything in the blink of an eye and he correctly and appropriately evaluates and understands what is going on in the world-and why. A lot Russians that have spent time with foreigners have a habit of sucking up to them. Not so with Oleg. He’s straightforward and simple and has never sucked up to anyone in his life. He always judges people fairly, regardless of their gender, race, or ethnicity. He sees them through to the core. This quality also helps him in business. And if you look closely at him, you’ll see he doesn’t offend people. Sometimes he says things that may seem offensive, but on the whole, if he doesn’t have anything else against a person and sees his good qualities, he’ll never say an unkind word. If he does, in any case, instead of being offended, you need to listen to what he’s said and think about it and you’ll find there’s truth to his words.

For instance, he might say something sharply to his wife Rina, but she doesn’t even notice it any more. And even if he says something hurtful, you try, as you might with anyone, to imagine yourself in his shoes; you analyze what he said and realize that there was no offence in it at all. Usually it’s deserved. But if it wasn’t and you answer him constructively, staying on topic, and he agrees and admits he was wrong, then he might even apologize-if discreetly-ten times over. Because he knows his own personality and knows that he can flare up. He won’t keep fighting with you. He’s too classy to go on and on about something. If he’s at odds with you on some point of substance, all you can do is ask for an explanation. But if he himself is wrong, he backs down and doesn’t seem to find it difficult to admit that he’s made a mistake.

Chapter 30

How to Grow in a Crisis

We were barely able to place the bonds and things were still very bad. Late 2007 was the most difficult period that we have gone through to date. I had very little money left in the bank. We did not have money for operating costs or for expanding our portfolio. Through all kinds of craftiness and careful liquidity management, we got through that stage. But for a while the management were not getting their salaries.

In late December, Julian Salisbury of Goldman Sachs sent us a famous letter that is still kept in our office.

“We’re giving you more money. Use it as you have the other money we’ve given you. We believe in you, but it’s quite possible that this is the last money the bank will be able to attract. A serious crisis is coming.” That was the gist of the letter.

A lot of people ask me what it was that made TCS ready for the crisis. It is because we have partners who send us letters like that one. We never lived for today, but always lived for tomorrow. We saved money, penny by penny.

At the end of a nerve-wracking 2007, things eased up. The bank received money to feed into our credit card portfolio. Having skied through the holidays, we returned to the office at 1 Volokolamsky Proyezd, close to Pokrovskoye-Streshnevo Park. What did the year have in store for us? First of all, we needed to fulfill our obligations so that Goldman Sachs would buy the remaining five percent of the bank-at the highest option possible. Secondly, we needed to find more money and keep growing.

We could talk to Western partners with confidence, but the Russian market did not understand us. “Tinkov’s got a Bank? Ha ha ha! You’ll see what happens to them in a year.” “They don’t understand the banking business. You’re not stuffing pelmeni anymore!” “Sending cards in the mail is so last century. People don’t want to activate cards that they didn’t order.”

In one sense, we did not even try to prove the skeptics wrong. There are a lot of bankers out there that are still convinced that we hand out our cards to anyone and everyone. In reality we have never done anything of the kind. We have always sent out proposals, inviting people to become a client and then, only when the person has filled out and sent in the application, will he receive a card-and only if he is approved for it by the bank.

According to data registered in the turnover balance sheet of the bookkeeping accounts (form 101) of Tinkoff Credit Systems Bank, as of February 1, 2008, the bank’s total corporate credit portfolio amounted to 339 million rubles, while overdue debt on credits to legal entities amounted to 94.95 million rubles. These data are available on the Bank of Russia’s website. The percentage of corporate credits overdue as of February 1 was 28%, while overdue retail credits made up 1.58% of the total loans given out to inpiduals (886 million rubles).

Analysts note that these results are doubly surprising, given that Oleg Tinkov’s bank still psents itself as an exclusively retail-level institution. Now, however, it has been revealed that a third of TCS ‘s credit portfolio is made up of loans to legal entities. On top of this, the value of their overdue loans has beaten all records set in the consumer loan segment, where the levels of return have traditionally been high.

Hogwash! The story was not worth the paper it was printed on. In reality we had bought Khimmashbank, which had offered credit to companies and had begun expanding our portfolio with physical entities. Accordingly, the share of corporate credit in our portfolio had begun to shrink and, as a result, we were left with three bad loans, amounting to around one hundred million rubles-and so they remained unpaid. But when we bought the bank we knew that there were some problem loans and that legally speaking they were on the balance sheet. As far as the bank’s actual business went, this was not a problem at all. You must understand, however, that people read things diagonally; the see a negative headline and the words “30% of loans overdue” and think that things are not going well for the bank. In reality, though, the amount of overdue loans relative to the value of our entire portfolio was insignificant.

It is a good thing that foreigners do not read Russian newspapers. In the spring we held talks with a number of creditors. The money we had received from the syndicated loan was put into our credit portfolio. We wanted to keep growing. The proposals that we received from a few of the investment banks were quite ludicrous. They wanted a lot of shares at a low valuation of the bank and enormous interest rates on the debt instruments.

Vedomosti features a column entitled “Company of the Week.” In late June 2008, my bank was profiled as one such a company. Vasily Kudinov wrote in the column:

Of course, credit should not go to the Swedes alone, but to Oliver as well. All of the capital-attracting deals came about by way of a kind of road show. Oliver and I toured America extensively and then he traveled all around Europe on his own. Imagine telling the same story for two weeks, five or six times a day! You might wonder what the big deal is. Believe me, though, by the third day, even I, sitting beside him, was shocked. I did not speak much. Oliver gave the psentation in English, but even I got sick of listening to it. It is an exhausting and very serious job.

Having successfully placed the Eurobonds, we faced the crisis fully armed. In September 2008, when the banks were collapsing like houses of cards, we had around 130 million dollars in our accounts! Everyone was whining and complaining, but we tightened our belts as effectively as we could and kept on working. What had we done? Because we have no branches and therefore none of the associated costs, we simply scaled back our overhead for the mailings and cut other costs.

We started placing the money we made into our portfolio. On July 1, 2008 our credit portfolio was worth 2.5 billion rubles; by the first of October it had grown to 3.9 billion; and, as of January first, it had reached 4.8 billion rubles. In other words, we nearly doubled our portfolio at the peak of the crisis, thanks to the Eurobonds we had circulated.

Tinkoff Credit Systems expanded its credit portfolio in 2009 and earned nearly twenty million dollars in net profit. In addition to our usual credit cards, we have also begun issuing co-branded cards and debit cards. My lifelong dream has come true. I am a banker now. Sicily trip 2008: the Bank Tinkoff Credit Systems watched Team Tinkoff Credit Systems race live. On Corporate Culture

Beginning in November 2008, the bank became profitable, which the market did not expect. Between the purchase of the bank and our first profit, exactly two years had passed, which can be considered a good result. That is how life goes for us: we keep fighting and a few more people believe in us-but even more have yet to start believing. Their unbelief has filled me with anger, strength, and a desire to fight to prove them wrong. People do not believe in me? Well good for them. Now let me keep doing what I think needs to be done.

Once a year, I take our key team members on a trip abroad. We started the tradition back in the days of Daria, when we took trips to Bali and Hawaii. Usually we rent a huge villa so that we do not have to stay in a hotel. We rub elbows and feel the camaraderie. We take our wives and sometimes-less often-our children. The company pays for everything. In 2004 we took a memorable trip to Jamaica. We rented the villa where Ian Fleming lived and wrote James Bond. It’s a massive villa. (By the way, it’s not too expensive, and I’d recommend it; it was a lot cheaper than getting ten hotel rooms; there are housekeeping and food services.) Our wives spend time together and see who it is that their husbands spend time at work with, why they spend long nights away from home, and who they spend those nights with. Nothing brings a team closer together than company trips like these. We all have a rest and let our brains air out-although in the evenings we do sometimes do some business brainstorming. In all five of my businesses we’ve come up with good ideas while smoking cigars at villas or on our trip to Necker Island, after we sold the beer business in 2005.

In 2008 we went to Sicily and in 2009-2010 we went skiing in Verbier, where we rented out Richard Branson’s chalet. The last three trips have been with Tinkoff Credit Systems.

I like the expssions “There’s time for business and an hour for pleasure” and “He who rests well, works well.”

But company holidays should not be abused. There are companies that organize trips like these two or three times a year, trying to develop staff loyalty. When I was running Petrosib I did the same thing, taking my top managers and their wives all over the place. When I was skiing, so were they; when I was sailing, they were there with me. That’s not right, though. People need their personal space.

Chapter 31

Get out of the Restaurant!

After I sold my brewing business, I lost nearly all interest in my restaurant chain. In fact, I had wanted to sell the chain to the Belgians, but InBev, huge company that they are, had no need for it. In 2005, the restaurants reached their seventh year-which is quite old when you considered that I am typically interested in a business for between four and six years before I tire of it.

I began studying the market to see if it would be possible to sell the restaurants. I wanted to get twenty-five million dollars for them. In my opinion, this was a fair asking price. In 2004, the chain’s turnover was twenty million dollars. In the same year the chain had grown by fifty-four percent. It is clear that some of this growth was connected with two new restaurants that we had opened in Yekaterinburg and Sochi. Nevertheless, though, I sincerely believed that the chain’s revenue would reach one hundred million dollars within a few years, which is a significant number no matter what business you are running.

By early 2005, my chain consisted of eight restaurants: one each in Moscow, St. Petersburg, Samara, Novosibirsk, Ufa, Nizhniy Novgorod, Yekaterinburg, and Sochi. Two more locations were in development.

On March 21, 2005, we became an international chain when we sold a franchise in Almaty. The restaurant covered two thousand square meters and the brewery’s output capacity was 50,000 liters per month. Taken together, the three main floors and the summer veranda on the roof could seat three hundred guests at once! There were only 150 staff in this huge restaurant.

On June 11, Tinkoff Kazan opened. We rented a 1000-square-meter space in the former home of merchant Leonty Kekin, a significant historical site that was built in the early twentieth century. It took us five months and 1.7 million dollars to remodel the pmises and install equipment capable of producing 120,000 liters of beer per year.

Essentially, by selling the properties, I was pumping money out of the business. As a rule, I was selling for three times as much as I had paid in 2001-2004. I put all the money into pidends. Some people might say that it is not good policy to drain money like this, but I disagree. It is bad if it hurts the other shareholders, or if the company is carrying debt. I was the chain’s sole owner, however, and so I acted as I saw fit. The company leased back these same buildings, immediately. Our customers felt no change at all. At the same time, though, I was pulling cash out of the business.

In 2006, we expanded the chain by a mere two restaurants. These were different in that, instead of my being the investor, someone else was involved. Thus, for instance, the owner of the Tolyatti Restaurant in Rostov-on-Don was Restoria, which belongs to Samar businessman Alexander Terentyev.

Jumping ahead a bit, I will say that later on both franchises had to be closed. Franchising does not work in Russia-not for now at least-and we did not prove to be an exception in this regard. Moreover, these restaurants’ owners failed to fulfill their contracts. In short: the whole thing was a nightmare. This was so with Terentyev in particular: although our work together had always gone well at the Samara location, the Tolyatti Restaurant did not function well at all. He got some politicians involved and ended up in a difficult financial situation.

From the viewpoint of financial indicators, 2007 turned out to be the best in the chain’s history. Turnover amounted to 800 million rubles. The restaurants in Kazan, Sochi, Moscow, Samara, and Yekaterinburg were doing well.

Since then, only one new Tinkoff restaurant has been opened-at 23 Varshavsksaya Street in St. Petersburg. We invested close to forty million rubles in the project: a 1000-square-meter space seating 300. Of course, the idea was to have it designed in such a way as give it a different look and feel from the restaurant on Kazanskaya Street. The walls were finished in Cumaru wood, the bar in aged natural marble with brass ceramic fixtures. Tabletops were made of oak, and we hung projectors from the ceiling. We used crimped wire mesh, semi-transparent material, beer kegs, and faux gold. The restaurant ended up being beautiful and modern, but the financial indicators connected with it did not make us happy.

* * *

In 2007, Oliver Hughes, the psident of our bank, introduced me to his friend Gleb Davidyuk, a partner at the Mint Capital fund. Funds like this one deal in private equity; that is, they buy shares from non-public companies, help the companies to grow, and then sell their stake in an initial public offering or to a strategic investor.

At this point, Mint Capital had already invested in a number of Russian companies. These included, for example, UCMS, Fruzhé, Moné, A-Dept, Verysell, Maratex, Eleksnet, Gameland, ABBYY, Studio 2B, Advakom, ParallelGraphics, and jNetX. Mint Capital chooses companies that are undergoing active development, companies with annual revenue of ten to one hundred million dollars. Tinkoff met their criteria and they began to consider a partnership.

In August 2008, after having reviewed the idea, Mint Capital invested ten million dollars in the restaurant chain, buying twenty-six percent of the company’s shares for regional expansion. Maxim Sokov, who worked for Oleg Deripaska, became a minor partner. Valentin Morozov, the bank’s financial director, had introduced me to Maxim. What happened next, however, resembles a Great Septembrist Revolution affecting the consumer sphere as a whole and the restaurant industry in particular. In autumn 2008, the financial crisis began in the country. Companies began firing people and people began spending less-as a result of which other companies had to fire people as well. Of course, it is not as though everything got underway all at once: the crisis had been developing for a long time in the global economy. Already in 2007, we saw that it was becoming more and more difficult to borrow money from banks, both overseas and in Russia. The sector itself only began to feel the effects of the crisis domestically closer to the end of 2008.

The crisis put pssure on the company’s weak points. All of the management’s mistakes began coming to light. In the pceding years, I had stopped active involvement in the company and, in my absence, the managers did not do their jobs well. They began to get wrapped up in new construction projects, which remained at a standstill for long periods and which were undertaken in locales where restaurants were not supposed to have been built in the first place. They ppaid suppliers when they should not have done so. The quality of the food did not always meet Tinkoff ‘s standards. Servers began treating guests poorly.

Gleb and I decided to replace Alexei Yatsenko, the general director. The first candidate for the position was a guy from McDonald’s, while the second, Yevgeny Shalaginov, was already in the beer industry. After the interviews, I was more inclined towards the first candidate, while Gleb felt that, because his entrepneurial qualities were more highly developed, the second would be a better choice. In the end I gave in and we hired Shalaginov.

Later, we perceived that the company was in no state to rent properties at the old rates, so Gleb and I went to Troika Dialog to talk with Pavel Teplukhin.

“Pavel, you must understand that we won’t be able to continue suffering losses for long. Look at what’s happening in the world and in the country. It’s had a big impact on the restaurants. We’re losing money. If we close the chain, you’ll lose out on the rent we’re paying entirely. Let’s lower the rates.”

The negotiations ended with Troika agreeing to a substantial reduction in rent beginning on January 1, 2009. This enabled us to save money for the whole year, which is as it should be: in a crisis, property owners should be able to come to a compromise with their clients.

In February 2009, we were forced to close the restaurant in Rostov-on-Don. Why? After I had sold the beer business you could not find me in Russia. Consequently, it was not until much later that I learned of Alexei Yatsenko’s bad decision to open the restaurant in June 2006. The service industry has three rules: location, location, and location. Where a restaurant is located is of primary concern. The Don River’s north bank is the traditional recreational area for Rostovites, but we were renting 1500 square meters on the south bank. To make matters worse, the property was located in the commercial and office complex on Buyonovsky Prospect, in a district where the man in charge does not know how to do his job. Financial results there were mediocre at the best of times. They were even worse now that we were in the midst of a crisis.

In March 2009, we sold the Novosibirsk restaurant franchise, with all related equipment, to the investment company Blok, which is headed up by Voldemar Basalayev, the same man I had worked with in 1991, bringing cars to St. Petersburg from Siberia. The restaurant owed money to the landlord. Hence, we came out of the deal, basically, with nothing apart from income amounting to five or six percent of turnover, being the price paid by the franchisee for the use of the brand.

At various meetings of our board of directors we took these unpopular decisions: to close restaurants, to move our central offices from St. Petersburg to Moscow, and to cancel the construction of new restaurants in Moscow and Samara.

The company was in crisis mode. This was apparent, not only from the falling numbers, but from the flavor of our steaks, the smiles of our waitresses, and other small details. Russian consumers are extremely spoiled and so they immediately let us know what they thought of all this-by taking their rubles elsewhere.

Gleb, Marala, and I went to the Moscow restaurant on Protochny Alley to introduce them to their new director. Basically, what I said to them was,

“So you’re dissatisfied. Some people are on strike, but look at you. Where will the money come from to pay you guys if no one is eating in the restaurant? And why aren’t they coming? Because our food is shit. It used to be delicious, but now it’s shit. You’re the only ones who can earn a living for yourselves; I am not going to invest any more in the company; if it goes under, it goes under. Whoever is unwilling or unable to work can get the hell out.”

The food really had started to taste bad. On top of that, we were faced with delivery interruptions, as a result of which certain menu items were unavailable. Unhappy customers began tipping their servers less. The servers, in turn, stopped smiling and no longer made an effort to create a pleasant atmosphere in the restaurant. Basically, a crisis had descended upon the company.

In order to get out of it, the first thing we had to do was to pay all outstanding salaries, which we did. We also brought Andrei Shinkarenko of Deloitte on board as financial director. It was clear that our staff was back on track, but it was uncertain whether the business would survive. For my part, I grew more and more weary of the restaurants. They were taking up a lot of time and effort and that was taking a toll on my main business, Tinkoff Credit Systems. It sapped my strength and wore down my nerve-endings. Several times, Gleb Davidyuk and I came close to fighting in a manner from which there would have been no recovery.

But I have always had a fondness for acting irrationally. I think that I will feel more calm and balanced emotionally now, though, which is a lot more important than money to me. I’m tired of this business and, in reality, it never really belonged to me. The restaurants were supplementary to my factory and beer project-part of my marketing strategy.

I sold the brewery business long ago. I made a mistake by not selling it to the Makhmudov-Bokarev team two years ago, when its value was significantly higher. But we all make mistakes and I am no exception. I never considered myself a restaurateur and I couldn’t stand how detailed and procedural the business was. It wasn’t for me. So now I’ll feel good; I will not have to think about it anymore. I can concentrate on new things. Nevertheless, though, we really built one of the best chains in all of Russia. And this chain, headquartered in Moscow, had eleven locations, each of which adhered to the standards set in St. Petersburg back in 1998, and all of which were owned in their entirety by a single person! We covered four time zones and eleven provinces. I do not know of any other examples like that; but nothing is unique. The industry essentially consists of franchising and local partnerships. Times have changed now; there has been a paradigm shift, so to speak. The chain needs a new strategy, new strength, and new ideas. The new guys have all of these things.

I’d like to thank everyone who worked with me in building this chain! I remember you all and love you and I hate those who stole from me. I remember you too!

I still believe, in all sincerity, that the Tinkoff beer brewed in the restaurants-especially the unfiltered and unpasteurized varieties-is the best Russian beer there is.

I will continue to eat at my (?) restaurants. I wish all the best of luck to Gleb and Maxim. Guys, support them with your rubles.

Having sold the restaurants, I was finally able to breathe easy and focus all of my attention on the bank. The second St. Petersburg restaurant was closed after I had already left. As things turned out, its location was all wrong; the company was forced to write off its investment there. There was no electricity in the neighborhood and when a restaurant runs off a diesel generator its operational costs are huge.

My history in the restaurant industry taught me a great deal. I am convinced now that, in accordance with the laws of marketing, every business has its own life cycle. Perhaps you you’ve hear of “morning star,” “milking cow,” and “sunset.” Now the life cycle of my restaurant business was winding down. Of course, that does not mean that the new owners will not manage to breathe new life into it. They might well go on to introduce new ideas and marketing approaches, to freshen things up-as they say in the West.

I came to be convinced that the restaurant business was simply not for me. The business is a pain in the ass, consisting of a bunch of tiny details. Restaurateurs are a breed of their own, too. I respect them, but I feel sorry for them as well. Look at how famous and not-so-famous restaurateurs act and talk when they are in their own restaurants. Look at how they are constantly observing everything that is going on, how they do not really see you when they are talking to you, but rather see the kitchen, the service, and the tables being filled. These are sick people…

Second, the restaurants played a foundational role in the creation of the Tinkoff and Oleg Tinkov brands. People came to my restaurants, ate and drank beer, and so found out about me. Some people liked me and some did not; few were completely indifferent. This really helped us to grow. This was also key for our successful sale of the bottled beer business. I hope that this heightened profile will enable me to earn more in the future too.

The restaurant business demands attention to countless small details. This was not my thing, even though I made good money off the restaurants in the end. In 2009, I decided to “turn off the tap” and put an end to my involvement in the restaurant industry. With the girls at the opening of the restaurant in Sochi in 2004. With Konstantin Aristarkhov and Otar Kushanashvili at the opening of the restaurant in Tolyatti. Gleb Davidyuk, partner at Mint Capital:

If I want to drink some lively beer, then I go to Tinkoff, buy some “unfiltered platinum,” and order one of my three favorite dishes: dried smelt, calamari rings, or a meter of sausage.

This man has made a name for himself. He has created and sold a number of businesses. This is a man whose story is worthy of a book. He’s a living being with a head, two arms, and two legs that personifies a certain lifestyle. Does he fit in with Russian society’s social model? Not always, in my view. When society fails to see the behavior from you that it expects, then it becomes volatile in relation to you. So you have to learn how to control society’s attitude towards you, how to make it work for you and not against you. Oleg has recently spent a lot of time working to influence society’s feelings towards him-to render these favorable rather than harmful. Tinkov is a public businessman, which is a very rare thing in our country. When there is very little of some particular commodity in the market, then people’s interest in it is always great. There’s a deficit, to speak in Soviet terms. And you always want that thing of which there’s a deficit.

Our businessmen are outsiders in the western world. They are misunderstood as though they are aliens. But people try to understand Oleg and he does a lot to enable them to do so. I’m sure that Abramovich has not been completely understood, although he has recently come much closer to that. Abramovich just bought England, but he has not proven able to completely integrate into Western society-regardless of how much money he has. Oleg has a sportsman-like approach to business. On the one hand, it is a matter of constant forward movement until the end, until victory is achieved. On the other hand, if things are not working out it is better to leave the track. He’s a tall, strong athletic person. He’s always confident in himself. It is always easier to do business with assets like these. Oleg tries to mold circumstances to his favor, rather than depending on them.

We had the best possible dialog when, just as the crisis was starting in 2008, we went to Troika Dialog to talk about the lease agreement. Pavel Teplukhin probably remembers the conversation to this day. Oleg shone. A normal twenty-first century businessman would have slacked off and not known what to say. But Oleg explained the trends in the restaurant industry in a clear and straightforward manner, in layman’s terms, showing Pavel the prospects for his real estate trust if we came to an agreement.

Chapter 32

Patriarchy Forever!

Rina, Dasha, Pasha, and Roma are my family. They are a big motivator for me, as they would be for any normal person. Indeed, sometimes, they are my reason for getting up in the morning. But it would be false and stupid to claim that concern for my family is my only incentive. A normal man should be motivated by three things: sex, family, and ambition. If a person does not have these three motives, then he is not a man.

My kids are growing up to be good people. Anyone who knows them personally can attest to this. Of course, it is still hard to say what they will become. When your kids are little, their problems are little, but when they are big, their problems are big-this I know for a fact. Dasha is 16 and, from time to time, she does things that make our challenges with Pasha and Roma pale in comparison. Nevertheless, I am proud of my children. And I am very happy that I live with Rina, in particular, because she is the perfect mother.

They say sometimes that if a woman stays at home she does nothing and does not develop. This is a complete lie. Xenia Sobchak once told me that she does not like children. I think that this is the most horrible thing that a woman can say. Now, Xenia is still young, of course, and silly (in the good sense of the word), so it is forgivable.

A woman must love children. It is not a must that she remain at home. To force her to do so would also be extreme. In our case, though, that is just how things turned out: I have always been the one to earn the money and bring it home. Rina was pgnant once, a second time, and a third. We lived in America for a while and then in Italy, so that she simply never had an opportunity to work. But it would be silly to do as some of my friends have done, who purchased businesses for their wives and imagined that, in this way, they were taking care of them. There are so many examples of this sort of thing. She might be an architect-wife or PR-director-wife. We know all of these companies where people’s wives and lovers work.

Our whole family rides ordinary bicycles. We ride them along the seashore and make our way, like that, to crazy, phenomenal restaurants. We study Italian and horse around in the pool and on the beach. It is basically a normal family vacation. Sometimes, when we go to dinner, though, I run into acquaintances from Moscow.

“Oh, Oleg. We haven’t seen you for the whole month,” they say. But I think to myself,

“I’d go another month without seeing you. I was already sick of you in Moscow. I’m here with my family. I’m resting and I feel good.”

A businessman’s wife is of the utmost importance to him. Things have not changed since ancient times: the mother is the keeper of the hearth and must always keep the fire burning. In the beginning, we brought mammoth meat home and now it is cash-that is the only difference. I am very grateful to fate and God for having set me on the path to meeting Rina and for the fact that I live with her. Our example shows that Russians can get along with Estonians, even though relations between the two nations following the USSR’s collapse suggest the contrary. Not only has Rina always maintained the hearth, she has allowed me the freedom to take care of my businesses. She has never been burdensome. A man is free to act decisively when his home front is secure. When he knows that everything is well at home and that his family is there, waiting for him, he can leave and head out to the battlefield.

A lot of businessmen trade their old wives and lovers for new ones. Some of the oligarchs from Forbes magazine were never married at all. From my point of view, this is unhealthy. You have to have a wife. There has to be a hearth and a woman/mother guarding it. A woman is your home front. She is your salvation. She makes you what you are. I do not believe in doing big business without the support of a wife. Mikhail Prokhorov is an exception, but he is a talented and unique person.

Some may say that this emphasis on family is old-fashioned, but I could not care less about what is in fashion I associate the cave and the fire with women and the man with hunting and patriarchy. If things are not like that, then you have nothing. I believe in eternal values.

When I start cooperating with someone in business, I always look at what kind of wife he has. If he does not have a wife, then he has no base, no roots. I try to avoid doing business with such people. They are half-wits, as far as I am concerned. But if there is a woman in the picture, someone for whom everything is being done, then I see the person as reliable and orderly. There must be a clear, balanced structure.

I am a person with many positive and many negative traits.

A man’s family must love him and forgive his shortcomings. I am not a perfect person. But since I have no intention of getting into politics, I do not need to be perfect.

The latter entail various inconveniences and problems, but without them I would not be Oleg Tinkov. I am not superhuman. You only see superhuman people on television. If I were a lot richer, I would have a big villa with guards, a hundred-meter yacht, and a big airplane. I have all of that, though-only on a smaller scale. I pfer to be free and to live as I please. I do not want to watch my every step and bend to the strong of this world in order to increase my financial standing by a percentage point.

It is more important to me to spend time with my kids, to race up and down the passes of the Apuan Alps, and to ski down the wild slopes of the Savoy Alps. I do not enjoy thinking about what I ought to be saying to whom, or to worry about whether or not I am acquiring enemies. That would be too rational a life. And that is not my thing. I would go completely nuts if I thought like that. As it is, though, I sleep as soundly as can be. I do not owe anyone anything. I do not need to lie, nor to keep track of what my last lie consisted in. I live by my emotions. We only live once, after all. You do not get a second chance.

My problem is that I am a perfectionist. Some might say that by 42 years of age I should have calmed down and stopped seeing the world in black and white. But I have not calmed down. It might be because I am not as rich as I would like. I remain a maximalist. I do not like compromises and gray areas. My easily triggered temper does not make my life any easier either. If it was not for these demons, if I were more thoughtful, calm, and rational, I would have become a billionaire, in dollars, long ago-and I would have left Vladimir Lisin in the dust. But these things have always hindered me. I repent, I repent, I repent, but I am still this way.

It is not easy to say this, but I need to make another difficult statement: I have no friends in the literal sense of the word. If you have friends like that, then I envy you. Of course, in reality I do have somewhere between ten and fifteen friends, but these are not the sorts of friendship that you read about in books. Friendship is first and foremost a matter of self-sacrifice. I, however, am not ready to make sacrifices, nor would I accept the sacrifices of other people. Friendship requires time. But I am an entrepneur whose business is his life and so I only have enough time remaining for my family and for sports. Friendships are formed in the course of a lifetime and my constant movement around the world is not conducive to that.

But maybe having “friends at all costs” is not a necessity after all. In Russia, friendship has taken on an absolute value, thanks to our classics. In the Anglo-Saxon model, friendship is something more rational. I do not know which model is better. But I know that one only allows another into his or her inner world if that accords with the person’s own desire. If you do not let someone into your soul, then that person will not let you into his or hers either. This is a process of mutual exchange. In the same way, friendship that is one-sided ends quickly.

I probably only have one real friend-my wife Rina. It is a friendship that has been tested by time. We have been together since 1989-over twenty years. Our relationship is so honest that for a long time the thought of signing a marriage contract and having a wedding did not even cross our minds. But in order to protect the family economically, I decided it was time to get married and legalize our relationship.

The idea of having a wedding entered my mind in the winter of 2009, while I was turning the pedals of my Colnago Ferrari bicycle at the gym (I turned it into an exercise bike by attaching a cylinder under the back wheel). As I pedaled, I thought,

“In June, it will have been twenty years since I met Rina. We need to celebrate! Rina always wanted a white dress, but we never ended up having a wedding. If we wait much longer, we’ll actually be old before it happens. While the kids are little and while we’re young, we’ll look good in the photos. It’s time to get married!”

Instantly, other thoughts began popping up madly in my mind: Where? How? I have a lot of Italian friends, including Francesco and Patricia Gioffred, who own the huge castle Castello Di Tornano. I thought about the castle and about America. I thought about France, where we have a small flat with a view of the Eiffel Tower. No, it would not work. Forget it!

I kept pushing the pedals and the solution came all by itself. Why not make it Lake Baikal? I had never been there myself, but had heard a lot about it. I started talking with my friends. None of them had been there.

A lot of people ask where ideas come from. I was at the gym, riding an exercise bike; I got to thinking and then-Baikal.

All right, great!

The next morning I was already worried. I looked online. I called my friend Mikhail Slipenchuk (head of Metropol group). I had been introduced to him in 2008 by Oleg Anisimov, who then worked for Finance magazine, at a forum in Dubai. Now Oleg works in my bank as vice psident for marketing. Mikhail had mentioned that he had a few mining operations in Eastern Siberia, so I called him and he recommended Baikal’s Buryat shore.

The wedding was organized by Lena Surkova and Sveta Podolskaya. They own a party planning organization in St. Petersburg called Amusement City. (By the way, they are the best event organizers in the country!) Sveta Podolskaya’s husband, Stas, worked in my beer business and Lena’s husband, Andrei Surkov, worked with me to build the Tekhnoshok chain and also on our (unsuccessful) wood business. I called Sveta and Lena and said, “No one will do a better job. We’re old buddies.”

Ulan-Ude, the capital of Buryatia, lies 5500 kilometers from Moscow, a six-hour flight away.

The most important thing, friends, is to not grow old in heart,

To sing the song we wrote until we reach its end.

We have started on a long road, to a part of the taiga

You can only reach by plane.

Dear airplane, as you fly away,

Protect what is in your heart…

And under the airplane’s wings you can hear a song

Being sung by the green sea of the taiga.

On our way to Ulan Ude we stopped in Kemerovo, in my homeland. Aman Tuleyev gave us a cordial reception at the gubernatorial residence. My friend Alexei Prilepsky organized the reception. At one time I had encouraged Alexei to move to St. Petersburg. Now he is one of the major suppliers of mining equipment in the Kuznetsk Basin, constantly flying back and forth between Kemerovo and St. Petersburg.

While the guests were resting, I took Oliver Hughes and Stefano Feltrin, along with some other Italians, to my hometown of Leninsk-Kuznetsky. After this outing they came to understand me a lot better.

For five days, I was missing from the face of the earth. For Rina and I it was a true fairy tale. The wedding itself took place on June 12, 2009 and conformed to the usual Russian traditions-the matchmakers, the dowry, the guises, and all kinds of amusements. Rina’s dream came true: our children carried the train of her huge white dress down the aisle. We walked, holding hands, over the sand and rocks, since the wedding was in a marquee only a few meters from the Holy Baikal. We threw quite the party!

I was simply happy. My guests created a truly warm and sincere atmosphere. I would like to expss particular thanks to Valera Syutkin for hosting the event (for free!) and to my favorite Englishman, Bryan Ferry (I am happy that I invited him, rather than Valery Miladze, as I had originally wanted to do). I remembered-just in time-that his song, “Slave to Love,” from the movie 9 1/2 Weeks with Mickey Rourke and Kim Basinger, was a hit back when Rina and I first met. So twenty years later I decided that it would be our wedding tango.

I did everything I could (and I thank Richard Branson for his help too) to book Bryan Ferry. He came, sang “Slave to Love,” the love anthem, and Rina and I, wearing white, danced a beautiful dance on the shore of Lake Baikal. Yes, the dream came true.

It was unbelievably fun. And yet, even so, we were sad at times. It was a bona fide May 32 nd. Smile, gentlemen, smile! And think up holidays for yourselves, especially now, during this crisis!

A wedding, twenty years later, is awesome, I think. It is for real.

The lyrics to Yury Antonov’s song, “Twenty Year’s Later,” composed by Leonid Fadeyev, reflect my emotions perfectly:

I am thankful to fate

For the love that is given us.

I know I’ll need you,

Always you alone,

Just you alone.

I want us to be close,

In spite of all the years.

I want us to be close

Dasha, Pasha, and Roma: my children and my hope. Gucci spent 10 years with us before dying in March 2010. In 2001 I introduced my father and mother to America, a country that my father had respected during the Soviet era. I will not leave a fortune to them. I will pay for whatever level of education they choose to pursue. Beyond that, they should develop on their own. My children and I love our Villa Le Palme in Forte Dei Marmi. Rina has mixed feelings about it, however, since when we are there she has to do more housework than usual. About my Favorite Cities

Twenty years from now…

Of course, I am a rootless cosmopolitan. Where else would you find such a weirdo: born in Leninsk-Kuznetsky; lived there for eighteen years; spent two years in the Far East (a year in Nakohdka, in Primorsky Krai, plus another in Nikolayevsk-on-Amur in Khabarovsk Krai); thirteen years in St. Petersburg; six in the U.S.A.; a year in Italy; and now I reside mainly in Moscow. No wonder, then, that I am a man without roots. No wonder that the idea of a fatherland is foreign to me. I have a spot of homeland in Leninsk-Kuznetsky; my father’s grave is there on its ten-meter plot. But I am a man of the world. I like Americans, Italians, Frenchmen, and Russians. I like ordinary, good, capable people. I chose Forte Dei Marmi for one simple reason-the people there are pleasant and they feed us well.

Rina Vosman, Oleg Tinkov’s wife:

I do not understand why people go to France-where you pay people to be rude to you, offend you, and spit in your oysters. Only gluttons for punishment go there. There are two types of Russian people: those who like France and those who like Italy. I have noticed that I am usually friends with people of the second kind. And I do not really understand people who pfer France. My Italian friends are Patricia and Francesco who own the Castello di Tornano. I first met Patricia in the early nineties when she was head of Whirlpool and Petrosib was their dealer. We are still friends after all these years. She suggested that I get a home in Forte dei Marmi. It was important that an Italian make this suggestion and not a Russian. I love the place. It has come to be one of the most important places in my life. St. Petersburg, Forte dei Marmi, Leninsk-Kuznetsky, and San Francisco-I can draw a box around these four.

Oleg’s business successes are his achievements alone, but I played the part of guiding star, so to speak, his guiding force. I guess I have to say I motivated him. Or, to put it differently, he’d use me sometimes. I only found out after the fact that I was one of the stakeholders in Petrosib. He kept business information from me. Of course I was aware of what he was working on. For instance, when the factory was under construction, we drove to the site every Sunday to keep track of the progress. But he didn’t inform me of any problems. I think he did the right thing.

As the years passed he became calmer- much more so. In the nineties he was a total firework. There are still little bursts, now and then, but it is not a firework show. He’s always overflowing with energy; he did everything-and then some. Like Karlsson-on-the-Roof with his little motor! He was completely uncontrollable. I always tried to keep him in check. Maybe ours is the perfect marriage: opposites attract. He’s reliable and I didn’t make the wrong choice. He manages to keep his eye on me, on the children, and on his work. I never had to adapt to his needs. If there’s something that we don’t like, we always speak to each other frankly. Maybe that’s why we’ve been able to live together for twenty years. The first ten were really difficult, though; we’re completely different, after all. We celebrated our wedding in June 2009. By that time our other married friends had long since porced.

One Italian lady asked me,

Yevgeny Brekhov, friend of Oleg Tinkov:

“How did you live with someone you weren’t married to for twenty years?” But I felt completely comfortable. I didn’t need anyone’s stamp of approval.

We went over to Seryozha Ufimtsev’s house and I saw a man just back from the army sitting there. How did I know this about him? His dress was peculiar. I invited him to the movies and he began by turning me down, saying there’d be a fight there. I insisted that if he came with me there wouldn’t be any. That’s how I met Oleg Tinkov-a good, kind, unusual guy. Since then he’s told me two stories. One was about his girlfriend who was killed. He told me the second story, about Rina Vosman, his second total love, when he was in university. He really is completely lucky in life. If Oleg had stayed with his first girlfriend and the tragedy hadn’t happened, he would be working and living today in Leninsk-Kuznetsky. He would still be a miner in love. And he would never have met Rina-his true other half. Rina is the most important part of his life. She has helped Oleg to take a completely different stance on life and she has helped him to build it. She gave him his family. With Oleg, everything that happens, happens for Rina Vosman, the best woman in the world. I’m lucky that I can bear witness to the happiness of two people at once. They are a beautiful and very good couple.

Chapter 33

The Call Online

I believe that our future lies on the Internet. Consequently, I am interested in development in this area and in deeper integration with it. I want to prove that online business can be profitable. For the moment, few people earn decent money on the Internet. At our bank we have gambled on the possibility of attracting clients that are looking to open an account via the Internet. It is possible, however, that I will eventually have some other kind of business on the Web. For now, though, the Internet has more entertainment value for me than it does anything else. I enjoy maintaining my blog, tweeting, and experimenting with social networks. Let me tell you about how my blog came to be one of the most popular in Russia.

Hi!

Today I’m officially letting everyone know that I’ve started a blog. How do I see it?

  1. I’m not afraid of mistakes. I’m from a small provincial town and I didn’t finish university.
  2. I don’t want to do as my colleagues have done (you know who I mean), who brag about themselves in their blogs-in spite of the fact that their blogs are actually written by their assistant or a hired PR agency (respect, Yulia!).
  3. This won’t be a blog; it will be my diary.

I’m not aiming for pulp fiction. Instead I’ll just write a couple lines here and there. A little of something good is best. 🙂

I hope you’ll forgive me if I don’t write all my silent letters, or if I leave them out entirely-it’s not that important.

Oleg

I wrote regularly and about everything: business, sex, music, politics, food, architecture, and so on. A year later, in spite of the odd errors in my writing, I had 15,000 friends and I was ranked in the top thirty in Yandex ‘s blog ratings, which is typically a very difficult thing for new bloggers to achieve.

In the course of the year I had been caught up in a number of Internet scandals. For instance, on September 29, 2009, I wrote a post in support of the construction of the Gazprom skyscraper in St. Petersburg. I had never had so much shit dumped on me before! People accused me of anything and everything: of stupidity, of poor taste, of brown-nosing… I will repeat my position though: I just like the tower. Both of my apartments in St. Petersburg have nice views. The first looks out on the Admiralteystvo, the second looks over the whole city. Once it is built, one will be able to see Okhta Center from there as well. I did not speak out in favor of the tower because I had been asked to by Matvienko, whom I had not seen since 2005, or by Miller, whom I have never seen in my life. I spoke out because I sincerely feel and-I am not afraid to say it-hold, from an aesthetic point of view, that building is beautiful. The project contributes to the development of a depssed part of the city, too, and will create jobs for local residents.

St. Petersburg is an excellent city, but it does have its weaknesses-that pseudo-intellectual arrogance that says: we will live in shit and we will not allow anyone to do anything about it.

Why not let them clean up the Okhta neighborhood, free the place from the rats and dirt? Why not let them build a ptty glass building, run the utilities and make a beautiful spire that I will be able to see from my building. Once upon a time a White Russian General who had immigrated to New York was asked why he was renting an apartment rather than buying one. His answer was that he already had an apartment-in St. Petersburg. I say the exact same thing. From my St. Petersburg apartment I can see everything from the mosque to St. Isaac’s Cathedral. I will look upon the tower at Okhta Center with pleasure too.

Some people felt that I had spoken out in favor of the tower because my business was not going well and because I therefore wanted to pay my respects to the city’s politicians. What a load of crap! I have never sucked up to politicians. Judge for yourselves: all those people you see on TV are accessible to me-all it would take would be a phone call. I know all of them and I feel no need to prove anything to them. I expss my own opinion on matters civil and aesthetic. I have never used political connections; I do not need to.

I cannot abide being wrongfully accused: I react sharply. Oleg Anisimov scolds me for this: why reply to an anonymous online user who has only five friends? And sometimes it fails to help at all. I lose my temper and write nasty things. I cannot stand to read bullshit.

People addressed a lot of crap to me after I invited Xenia Sobchak to the first episode of my Internet show, Business Secrets with Oleg Tinkov. They accused me of reducing the whole discussion to a conversation about sex. They complained that the program turned out to be mere sensationalism. They said that I was stupid. Few understood, however, that we opened the series with a scandal on purpose in order to make ourselves known. The people who were most offended were the first to watch subsequent episodes, which were devoted to business.

Our show has featured numerous guests: Mikhail Slipenchuk ( Metropol), Igor Ponomaryov ( Genser which did not lead to anything good. I am a little afraid because of these things.

Will I fight it? I never tried to twist myself into a Khodorkovsky caricature. I have great respect for the man, given what he did. I do not know whether he is guilty or not. Did the company he kept kill anyone? Possibly. Up until the moment he got on the plane he said that he didn’t care about anything and that he would fight. That’s why I consider him a great man and a hero. I admit that, like all the oligarchs, he did some shady things. But really, he suffered for what he did. And he acts nobly; he even spent six years in jail. And you should hear the interviews he gives! He never gets mad at anyone!

I would like to know for myself how you make decisions and take risks. It would be really interesting to see a discussion in the book concerning Russia’s business situation, its problems and ways of solving them. This won’t just be a biography, I hope, but a book that looks forward to the future.

When people tell me that I will never be like Khodorkovsky, I reply that, of course, I won’t be. He’s a monster of a man, a boulder with a big personality. I could never do what he has done. There are strong people and weak ones. Unfortunately, I am weak in this respect. That doesn’t mean that I am integrated into the system. To the contrary, I’m fighting it. I am a businessman and an entrepneur. I do my thing; I feed my family. Russia is my fatherland. Everyone knows that you do not chose where you come from. I am certainly not planning on getting involved in politics, creating a party and fighting-just as I do not plan on joining the United Russia political party.

It’s a tough question. We are talking about metaphysics here, so we have no material. It’s impossible after all to know why you fell in love with a particular girl. Something happened to you on a chemical or physical level and suddenly you were in love.

In order to make a decision, you have to make a quick analysis. Our brains are not fit with Pentiums but with much more awesome processors. We analyze quickly and make decisions quickly. I took a Socionics test and ended up in the Huxley category for intuition, my tendency to make fast choices and to find the right people.

When a person comes to an interview, how do you assess him or her?

I’m not ready to speculate on Russia’s future, as I am not a politician. To me the future looks fairly clear and steady. But I don’t expect there will be any major shifts to either side. Unfortunately, we will remain the earth’s source for natural resources. But at the same time our citizens’ prosperity will grow and maybe in the foreseeable future we will catch up to Eastern Europe. Realistically, though, there will be no breakthrough. Why? Because we just don’t have the education. More importantly, we don’t have any business education. We need to make substantive changes to our system for training personnel. The Soviet educational system has outlived its usefulness. The switch to innovative technologies is also important, but that’s not fundamental. The key is education.

Have you made mistakes?

I look the candidate in the eye. Of course I am not the Lord God and I can make mistakes, but I’m right most of the time. I choose people. If he’s a good person and, in addition to that, a good worker and manager (like Oliver Hughes, Georgy Chesakov, and Artyom Yamanov), you’ve achieved a success. All of our guys are supermen. On average I select three out of every ten. I evaluate people based on their human qualities. The most important thing is that they share my values-rebelliousness and joy in business.

Of course I have-though not very often. As a rule, I’ve made mistakes when I thought bad things about people and they turned out to be good. I’ve never had that happen to me the other way around. I don’t know if it’s a matter of stereotyping or what.

A lot of stereotypes are circulating in connection with me. “Now Tinkov, he’s a-” and the list starts. Damn! You guys don’t know me. Maybe when you finish reading this book you will have finally learned something about me. Guys, we don’t need stereotypes. Chichvarkin is a clown. Abramovich is a billionaire. All of these are stereotypes.

How do you feel about criticism?

Forgive me Lord. I repent. I was mistaken!

Just like any normal person: negatively. It is normal for a person to be averse to criticism. He may recognize that the criticism is fair, but on a subconscious level he will not like it. Nevertheless, criticism is a good thing and I like constructive criticism.

For example, if people tell me, “Oleg you’re such and such” and they back up their claim, then whether I reply or not, I give it some thought. But if they straight out insult me, then I just block them. I do not like it either when people write that I’m looking to win Matvienko’s favor just because I am in favor of the tower. It drives me up the wall because it is not true. I just like the tower project and I want to be able to see it out my window.

I welcome criticism. Please criticize me. I am a living person and not the God Almighty. I have so many shortcomings. …

Would you want to buy an island?

But I’m 42 years old and it would be impossible to reform me. I don’t have a media strategy. If I could be reformed, then I would long ago have become like Roman Abramovich or Xenia Sobchak. I might even have outdone them. I have always followed my gut, so things will turn out as they might. I’m a simple, Siberian felt boot. Oleg Anisimov-and my intuition-suggested I start a blog and so I did. My intuition, Oleg Anisimov, and Richard Branson suggested that I write a book and so I’m writing it. Sometimes I turn down offers to appear on TV, but there are other times when I agree. There is no strategy in any of this though.

Do you want your children to be in business?

To tell you the truth, yes. I have thought about it for a while. Branson influenced me in this regard as well. As with this book, Branson simply hammered the last nail in the coffin. I have always dreamt of acquiring my own island and creating a micro-state there with its own rules. Elsewhere people are always loading me down with all kinds of futility, a constitution and a passport. On the island, however, there would be 500, or better 200, of my citizens living there and I would create the Republic of Liberty. We would do as we pleased. Communism. I would be an emperor with no crown. I would buy the island only in order to make these people the happiest people ever.

What quality has hampered your life and your business?

Probably yes, but not necessarily. I would want my kids to be people, first and foremost. I like my sixteen-year-old daughter Dasha’s grasp of business. She’s very sensible. When it comes to Pasha it’s hard to say and the answer for Roma is no. The boys are doing their own thing. If they end up in business that would be great, but I won’t be discouraged if they don’t.

What do you like to do in your free time?

Life and business are one and the same thing for me. The only thing that has hampered me has been my short temper. Unfortunately my mother, Valentina Vladimirovna, passed this trait along to me. She was a poorly educated woman, hot tempered, provocative, and high strung. But I love her nonetheless, obviously…

You want to become really rich. Why?

I consider time “free” if I’m not spending it on business or on family. That said, my favorite pastime is sleep-or watching television. I feel that these are excellent hobbies. Sleep is a healthy thing to do. I don’t understand people who sleep three hours a night.

That is the hardest question you can ask a person. It involves higher philosophy. Do I want to become rich? Well, don’t you want to? Every normal person wants to be rich, healthy, and young.

Mezentsev, our great physics professor from the Mining Institute, asked one of my classmates to get up and he asked him,

“And how much money do you want?”

“Lots.” The professor replied,

“For some people a lot is not enough.” What a great answer. For some, having a villa and a pool in Tuscany would be their wildest dream come true. But for someone it would be jack squat-even if they had a villa on eight hectares with five pools and another ten villas scattered around the world. What does it mean to be rich? Who knows? Consider Bill Gates, Warren Buffet, and Abramovich. There is Polonsky. There is Tinkov. Each is rich in a different way. But the term is the same, “rich!” I became rich during my second year at the Mining Institute, after I moved from the dormitory into a room in a co-op flat for fifty rubles on the corner of Shkipersky Stream and Shevchenko Street. There were eight people in the apartment. Our drunken flat mates were constantly coming into our room. Once, our neighbor Auntie Masha stumbled and fell right into Rina’s and my bed. I got up and dragged her carefully back to her room. I was rich because all my friends lived in the dormitory, but I had my own room with my beloved girl. It is so important to have your own space. I got tired of living with-and banging my girlfriend in close proximity to-three other friends in our fifteen-meter room.

I do not want to do anything for free. It would not be right. It is White Anglo-Saxon Protestant logic-experience has shown that doing everything for money is the right thing to do. If people do something for free, based on friendship, then nothing will come of it. Or it will turn out poorly. But if it is done for money, then the result is different. I can do something for friendship’s sake once or twice, but then it does not work anymore. If a person spends more than an hour of his or her free time on something each day then it has to be paid for. Now, money is a tool. I need it in order to pay for my countless apartments all over the world and for my children’s clothing and education. My daughter’s education alone costs several tens of thousands of dollars a year and I have two more children growing up. My mission is to raise all three of them and send them on their way.

There are bankers who do not wear a suit. Here is an example.

Perhaps I will disappoint someone by saying this, but I will not leave my fortune to my children. The most that I will do will be to fund whatever level of education they want to achieve-and then I will allow them to continue developing in whatever way they see fit.

Oleg Anisimov, editor and founder of Finance magazine:

Sergei Galitsky, founder of the Magnit store chain, is an entrepneur whom I respect for the fact that he created a truly major business from scratch.

I suggested that Oleg Tinkov start a blog on Livejournal with a self-serving goal in mind: I wanted him to promote my magazine by publishing his columns and putting links on the site. I even told him we could post material on his behalf. But Oleg immediately rejected the offer and started writing himself.

He hasn’t always stepped too carefully, like any inexperienced blogger, but his sincerity has won people over: Oleg’s is one of the most popular blogs on the Internet. People see how he writes and communicates on his own, without the help of a blog secretary, so they’re willing to forgive his imperfections.

The bank’s blog has been a great help in 2010, when we started the deposit program at Tinkoff Credit Systems. At that time I already worked as the bank’s vice psident for marketing.

Chapter 34

A Revolution is our Prerogative

Let me get back to the bank. Due to funding problems, growth in the bank’s credit portfolio slowed in 2009: we had 5.2 billion as of April 1, 5.4 billion as of July 1, and 5.1 billion as of October 1. There was nothing we could do but to work better with the portfolio we had, increasing the quality of our risk analysis and improving our interactions with people who were failing to make payments.

In the bank we used a test and learn approach, based on the experience of Capital One, testing all kinds of different approaches to getting through to the client. Our method is somewhat like Japanese kaizen: we are constantly looking for the smallest improvements that we can make, which taken together yield big results. Here is a banal example: originally my signature was at the bottom of the letters that we sent. Later we started testing other signatures-Oliver Hughes’, Georgy Chesakov’s, and so forth. Some people might say that it makes no difference whose signature is at the bottom of the form, but we had to do this test to see which one of them worked better in practice.

We strove to improve our offer package (which goes in the envelope that is sent to the client), to find an optimum balance between being under the weight limit and achieving maximum effect with the mailing. The package has to interest the client, as does the text of offer. A client might stop reading at any moment, so it was important to maintain her interest and-assuming that she was in was in need of credit-to get her to fill out the form. Since March 2007, we have sent out close to thirty million letters. As a result, we have one of the best databases in Russia.

The largest bank in Russia, Sberbank, had absolutely nothing on the credit card market until only recently, and I looked for areas where we could cooperate.

German Gref is one of only a few Russian politicians towards whom my feelings have not grown cold. He went through fire and water when he worked for the St. Petersburg administration and in the Ministry of Economic Development. Sberbank was one of his less momentous jobs. Will he be able to remain an ordinary person and not lose track of his liberal values? He has the same Siberian-Petersburger values that I do. The next few years will tell. It’s difficult. The bank is big and it is no simple matter to cross a hedgehog with a water snake-no more so than teaching an elephant to dance.

Gref and I met, and I made a proposal aimed at securing his cooperation. In 2008, our credit card portfolio was bigger than Sberbank ‘s and the technology that we used was a generation ahead of theirs. More importantly, though, we knew how to attract customers and they didn’t. I said to him,

“Let’s cooperate. You know that magic word, ‘outsourcing’? We’ll candy-coat it for you. With our technology, if you don’t see the elephant dancing, at least it’ll be bouncing up and down.”

Gref understands that he is a big boy who can do anything. The Royal Bank of Scotland acts more competently, however-they gave Branson the right to accept deposits under his brand and they do not pide the additional earnings. As far as I know, Virgin Money ‘s net profit amounts to 60 million pounds sterling a year, half of which goes to the partner banks and half of which remains with Richard.

In order to succeed at Sberbank, Gref and his people need to change their mindset. They need to accept the ideas of partnerships and outsourcing. Alexander Lifshits, former Finance Minister, told us that sharing is important. The approach that begins with the attitude that “I’m big and don’t need anyone else” is behind the times. If we keep thinking like this, then it is unlikely that the elephant will dance in the near future.

My personal relationship with Gref is a good one. He stood up for businessmen more than a few times when he worked in the ministry. For instance, he defended Yevgeny Chichvarkin when the cops were attacking him. He was always a spokesman for liberal values in the government. My wish for him is that he remain the man that he is today and that he not be spoiled by the enormous power he now has.

Our banks may cooperate yet, but as of the spring of 2010, none of the required conditions is in place. In one way or another, Sberbank is not the only fish in the sea. Without a doubt, my bank is a project that I plan to sell someday and there will be other interested players when that time comes. As I said in Kommersant magazine in March 2010:

There is a possibility, then, that you will join forces with one of the existing players?

I understand, as do my minor stakeholders, that we are in this project whole-heartedly and that in the end it will become part of a large, global bank in which we will simply be the credit card department.

Are there any potential buyers? Who has expssed an interest in acquiring your bank? But have there been any concrete purchase proposals?

Of course not; it will be a sale. We will sell it and then they can integrate it with their bank.

There have been. I’ve listed a bunch of banks; we have received proposals from some of them.

My bank currently controls close to five percent of Russia’s credit card market. I am often asked, “Where are your cards? I’ve never seen any.” In all probability, this means that you are not supposed to see them, pcisely because you are not one of our target customers. Or you will see them soon: let us not forget that there are 140 million people living in Russia. I never saw Russian Standard cards either, when they were leading the market. Bear in mind, too, that Rustam and I work in the pmium consumer market, which is not always the most successful platform when it comes to building a profitable large-scale business.

So the model that my bank is following has been successfully implemented in a market as competitive as the States. In Russia, however, competition for customers is in its embryonic stage. How did our bank achieve serious success in the credit card market? This was thanks to our service. No one in our country, though, can imagine-or wants to imagine-providing customer service. Customers ought to find it convenient to use your services. If they do, then you will sell more-and for more money. People are always willing to pay for timesaving measures and for convenience. With these things in place, the bank’s profitability will line up with customer satisfaction.

It just so happens, I think, that my investors are smarter than those skeptics who bought up a bunch of securities before the crisis-securities, that is, which later defaulted. Why, then, am I the one that people write shit about online? These guys said, “I’d be better off buying securities from Yevrokommerts. They have a smart young psident, Grigory Karpovsky. He’s a financier. Tinkov, on the other hand, is a brewer.” But the next thing you know, Yevrokommerts defaulted and these investors’ balance had a gaping hole in it. I use this factoring company as an example because we were in direct competition with them when we were looking for investors in the debt market.

Give me even a single instance where I did not fulfill my obligations on a loan. All of my partners and investors are more than happy-everyone from Promstroibank to Goldman Sachs. Even the bondholders, who were really worried during the ruble’s devaluation period, got two warrants each at eighteen percent annually. They too are happy. It is always the more reliable, higher quality companies that end up having to restructure their obligations.

In cases like these, we need to consider the person standing behind the company and have a look at the company’s credit history. Someone that has been in business since 1989, someone that has built and sold four companies-such a person is trustworthy. Those who are afraid to lend to him are idiots-and that is all there is to it. They do not know how to pursue treasure. They do not know how to separate the wheat from the chaff. They continue to lend money to phony companies. Let them have their defaults; let them restructure their debt for years afterward. Smart investors will work with people who have been proving their worth for the last twenty years-and they will earn their eighteen percent. Building a business, like living a life, is not equivalent to crossing a field.

An entrepneur must always be read to plunge into battle. In March 2010, our company took a trip to Verbier. We did not merely ski, though. We also had business brainstorming sessions In the Steps of David Bowie?

As a banker I can confirm that one can invest confidently in someone that had his first business in 1989-1993. One can boldly loan money to such a person as well. People like this have gone through the toughest schooling out there-and their achievements speak for themselves. They survived in a time when a lot of businessmen dropped out of the race. They are the best of the best.

I have been thinking lately about issuing my own Ruble bonds @ Moscow. At one point, David Bowie set a very good example of the kind of thing that I have in mind (see http://en.wikipedia.org/wiki/Bowie_Bonds).

On November 7, 2009, I wrote all of the bank managers a letter. I give it in the original so that you can get in some English practice.

I think my name has more fame and credibility in Russia than even TCS Bank. According to some studies, the name Oleg Tinkov is in the top five inpiduals who come to mind when people think of Russian businessmen, beating Abramovich, Khodorkovsky and Deripaska.

【#4】The Civil Code Law No. 91/2015/qh13

The Civil Code Law No. 91/2015/QH13

CIVIL CODE

Pursuant to the Constitution of the Socialist Republic of Vietnam; The National Assembly promulgates a Civil Code.

PART ONE. GENERAL PROVISIONS

Chapter I. GENERAL PROVISIONS

Article 1. Scope

The Civil Code provides the legal status, legal standards for the conduct of natural and juridical persons; the rights and obligations of natural and juridical person (hereinafter referred to as persons) regarding personal and property rights and obligations in relations established on the basis of equality, freedom of will, independence of property and self-responsibility (hereinafter referred to as civil relations).

Article 2. Recognition, respect, protection and guarantee of civil rights

1. In the Socialist Republic of Vietnam, all civil rights are recognized, respected, protected and guaranteed under the Constitution and law.

2. Civil rights may be limited as pscribed in law in exceptional circumstances that due to national defense and security, social safety and order, social ethics and the community’s health.

Article 3. Basic principles of civil law

1. Every person shall be equal in civil relations, may not use any reason for unequal treatment to others, and enjoy the same protection policies of law regarding moral rights and economic rights.

2. Each person establishes, exercises/fulfills and terminates his/her civil rights and obligations on the basis of freely and voluntarily entering into commitments and/or agreements. Each commitment or agreement that does not violate regulations of law and is not contrary to social ethics shall be bound by contracting parties and must be respected by other entities.

3. Each person must establish, exercise/ fulfill, or terminate his/her civil rights and/or obligations in the principle of goodwill and honesty.

4. The establishment, exercise and termination of civil rights and/or obligations may not infringe national interests, pubic interests, lawful rights and interests of other persons.

5. Each person shall be liable for his/her failure to fulfill or the incorrect fulfillment of any such civil obligations.

Article 4. Application of the Civil Code

1. This Law is a common law that applies to civil relations.

2. Any relevant law that applies to civil relations in specific fields may not be contrary to the basic principle of civil law pscribed in Article 3 of this Law.

3. If another relevant law has no regulation or has regulations that infringe Clause 2 of this Article, the regulations of this Law shall apply.

4. In cases where an international agreement to which the Socialist Republic of Vietnam is a signatory contains provisions different from the provisions of this Code with regard to a same matter, the provisions of such agreement shall apply.

Article 5. Application of practices

1. Practices mean rules of conduct obvious to define rights and obligations of persons in specific civil relations, forming and repeating in a long time, recognized and applying generally in a region, race, or a community or a field of civil.

2. In cases where it is neither provided for by law nor agreed upon by the parties, practices may apply but they must not contravene the principles provided for in Article 3 of this Code.

Article 6. Application of analogy of law

1. In cases where a issue rises under scope of civil law which it is neither provided for by law nor agreed upon by the parties nor, nor applied by practices, analogy of law shall apply.

2. In cases where it is neither provided for by law nor agreed upon by the parties, practices may apply but they must not contravene the principles provided for in Article 3 of this Code.

Article 7. State policies on civil relations

1. The establishment, performance and termination of civil rights and obligations must ensure the pservation of national identities, respect and promote good customs, practices and traditions, solidarity, mutual affection and cooperation, the principle of every inpidual for the community and the community for every inpidual and the noble ethical values of ethnicities living together on Vietnamese soil.

2. In civil relations, the conciliation between contracting parties in accordance with regulations of law shall be encouraged.

Chapter II. ESTABLISHMENT, EXERCISE AND PROTECTION OF CIVIL RIGHTS

Article 8. Bases for establishment of civil rights

Civil rights shall be established on the following bases:

1. Contracts;

2. Unilateral legal acts;

3. Decisions of courts or other competent state agencies as pscribed;

4. Outcomes of labor, production and business; or creation of subjects of intellectual property rights;

5. Possession of property;

6. Illegal use of assets or illegal gain therefrom;

7. Damage caused by an illegal act;

8. Performance of a task without authorization;

9. Other bases specified by law.

Article 9. Exercise of civil rights

1. Each person shall exercise his/her civil on his/her own will in accordance with Article 3 and Article 10 of this Code.

2. The non-exercise of civil rights does not constitute a basis for termination of those rights, unless otherwise pscribed by law.

Article 10. Limitations on exercise of civil rights

1. Each person may not abuse his/her own civil rights to cause damage to other persons or violate his/her own obligations or for other unlawful purposes.

2. If a person fails to comply with Clause 1 of this Article, a court or a competent agency shall, according to the nature and consequences of the violation, either protect part or the whole of his/her rights, compel him/her to given compensation and other sanctions as pscribed by law.

Article 11. Methods for protecting civil rights

If a person has his/her civil rights violated, he/she may protect them himself/herself as pscribed in this Code, other relevant laws or request competent authorities to:

1. Recognize, respect, protect and guarantee of his/her civil rights;

2. Order the termination of the act of violation;

3. Order a public apology and/or rectification;

4. Order the performance of civil obligations;

5. Order compensation for damage;

6. Cancellation of isolated unlawful decision of competent agencies, organizations or persons;

7. Other requirements specified by law.

Article 12. Self-protection of civil rights

The self-protection of a particular civil right must conform to the nature and severity of the violation against such civil right and be not contrary to basic principles of civil law pscribed in Article 3 of this Code.

Article 13. Compensation for damage

Each person has his/her civil rights violated shall be eligible for total damage, unless otherwise agreed by parties or unless otherwise pscribed by law.

Article 14. Protection of civil rights by competent authorities

1. Each court and a competent authority must respect and protect civil rights of persons.

If a particular civil right is violated or is under a dispute, the protection of such right shall be implemented as pscribed in procedural law at the court or arbitrator.

The protection of civil rights under administrative procedures shall be implemented as pscribed by law. A decision on settlement of case/matter under administrative procedures may be re-examined at a court.

2. Each court may not refuse to settle a civil matter or case with the season that there is no provision of law to apply; in this case, regulations in Article 5 and Article 6 of this Code shall apply.

Article 15. Cancellation of isolated unlawful decisions of competent agencies, organizations or persons

A court or a competent authority is entitled to cancel an isolated decision of another competent agency, organization or person, upon a request for protection of civil rights.

If the isolated decision is cancelled, the civil right against which the decision violates shall be restored and protected by the methods pscribed in Article 11 of this Code.

Chapter III. NATURAL PERSONS

Section 1. LEGAL PERSONALITY AND LEGAL CAPACITY OF NATURAL PERSONS

Article 16. Legal personality of natural persons

1. The legal personality of a natural person is his/her capability to have civil rights and civil obligations.

2. All inpiduals shall have the same legal personality.

3. The legal personality of a natural person commences at birth and terminates at death.

Article 17. Contents of the legal personality of a natural person

1. Personal rights not associated with property, and personal rights associated with property.

2. Ownership rights, inheritance rights and other rights with respect to property.

3. Rights to participate in civil relations and to assume obligations arising out of such relations.

Article 18. No restrictions on the legal personality of natural persons

The legal personality of a natural person shall not be restricted, unless otherwise provided for by law.

Article 19. Legal capacity of natural persons

The legal capacity of a natural person is his/her capability to establish and exercise civil rights and perform civil obligations through his/her acts.

Article 20. Adults

1. Adults are persons who are eighteen years of age or older.

2. Each adult shall have full legal capacity, except for the cases pscribed in Articles 22, 23 and 24 of this Code.

Article 21. Minors

1. Minors are persons who are under eighteen years of age.

2. Civil transactions of each child under six years of age shall be established and performed by his/her legal repsentative.

3. Each person who is from six to under eighteen years of age must have the consent of his/her legal repsentative to enter in and perform civil transactions, except for civil transactions which are performed for the purpose of meeting the needs of daily life suitable for the age group.

4. Each person who is from fifteen to under eighteen years of age is entitled to enter in and perform civil transactions by himself/herself, except for civil transactions related to real estate, movables required registration and other civil transactions as pscribed by law that are subject to the consent of his/her legal repsentative.

Article 22. Lack of legal capacity

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized organization and at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare a legally incapacitated person who as a result of his/her mental or other illnesses cannot realize or conduct his/her actions.

Where the basis on which a person has been declared incapacitated no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the incapacitated person.

2. All civil transactions of a legally incapacitated person shall be established and performed by his/her legal repsentative.

Article 23. Persons with limited cognition or behavior control

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized organization and at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare an adult with limited cognition or behavior control due to his/her physical or spiritual condition, and appoint a legal guardian and define rights and obligations of such guardian.

2. Where the basis on which a person has been declared limited cognition or behavior control no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the person with limited cognition or behavior control.

Article 24. Persons with limited legal capacity

1. A court shall, at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare a person with limited legal capacity after excessive drug consumption or other psychotropic substances, worsening material situation of the family.

The court shall appoint a legal repsentative of the person with limited legal capacity and the repsentation scope.

2. All civil transactions related to the property of a person with limited legal capacity declared by a court must obtain the consent of his/her legal repsentative, except for transactions to meet the needs of daily life.

3. Where the basis on which a person has been declared limited capacity of exercise no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the incapacitated person.

Section 2. PERSONAL RIGHTS

Article 25. Personal rights

1. Personal rights specified in this Code are civil rights inherent to each natural person, which cannot be transferred to other persons, unless otherwise provided for by other laws.

2. All civil relations relating to personal rights of a minor, a legally incapacitated persons, or a person with limited cognition or behavior control shall be established and performed with the consent of his/her legal repsentative as pscribed in this Code, other relevant laws or decisions of a court.

All civil relations relating to personal rights of a person declared missing or dead shall be established and performed with the consent of his/her spouse or adult children; or his/her parents if he/she has no spouse or child, unless otherwise provided for by this Code or other relevant laws.

Article 26. Right to have family and given names

1. Each natural person has right to have a family name and a given name (including a middle name, if any). The family and given names of a person shall be the family and given names in the birth certificate of such person.

2. The family name of a person shall be passed from his/her biological father’s or mother’s as mutually agreed between the parents; if the parents fails to agree, the person’s family name shall be determined according to customary practices. If the father of such person is undetermined, his/her family name shall be passed from his/her natural mother’s.

If an abandoned child whose natural parents are unidentified is adopted, his/her family name shall be passed from his/her adoptive father’s or mother’s as mutually agreed between the parents. If the child has either an adoptive father or an adoptive mother, his/her family name shall be passed from such person’s.

If an abandoned child whose natural parents are unidentified and he/she has not been adopted but has been fostered by a foster establishment or a , his/her family name shall be determined at the request of the head of such foster family or at the request of the person registering the birth of the child.

Biological father and mother specified in this Code means a father and mother determined at the event of parturition; intended father and mother and the resulting child as pscribed in the Law on marriage and families.

3. The naming is restricted in case it violates lawful rights and interests of other people and contravenes basic principles of civil law pscribed in Article 3 of this Code.

The name of each Vietnamese citizen must be in Vietnamese or other ethnic minority languages of Vietnam and not include any p or any symbol other than a letter.

4. Each natural person shall enter in and perform his/her civil rights and obligations following his/her family and given name.

5. A person may not use his/her code name or pen name to cause damage to the lawful rights and interests of other people.

Article 27. Right to change family names

1. An inpidual has the right to request a competent authority to recognize a change of a family name in any of the following cases:

a) Changing the family name of a natural child from biological father’s to biological mother’s or vice versa;

b) Changing the family name of an adopted child from biological father’s or mother’s to adoptive father’s or mother’s at the request of the adoptive parents;

c) If a person ceases to be an adopted child and such person or his/her biological father or mother request to reclaim the family name which is given by the biological father or mother;

d) Changing the family name of a person whose biological parents have been identified upon the request on that father or mother or such person;

dd) Changing the family name of a lost person who has discovered the origin of his/her bloodline;

e) Changing the family name of a person to his/her spouse’s in the marriage and family relations involving foreign elements in accordance with law of the country in which the foreign spouse is a citizen or retrieves his/her family name before the change;

g) Changing the family names of children upon the change of family names of their father’s or mother’s;

h) Other cases pscribed in by law on civil status affairs.

2. The changing of the family name of a person who is nine years of age or older shall be subject to the consent of such person.

3. The changing of a family name shall not change or terminate the civil rights and obligations which were established in the former family name.

Article 28. Right to change given names

1. An inpidual has the right to request a competent authority to recognize the change of a given name in any of the following cases:

c) Where the adoptive father or mother of the person wishes to change the given name of their adopted child; of if a person ceases to be an adopted child and such person or his/her biological father or mother request to reclaim the given name which is given by the biological father or mother;

d) Changing the given name of a person whose biological parents have been identified upon the request on that father or mother or such person;

dd) Changing the given name of a lost person who has discovered the origin of his/her bloodline;

dd) Change the given name of a person to his/her spouse’s in the marriage and family relations involving foreign elements in accordance with law of the country in which the foreign spouse is a citizen retrieves his/her family name before the change;

e) Changing of given name of a person whose gender identity is re-determined or a transgender person;

g) Other cases pscribed in by law on civil status affairs.

2. The changing of the given name of a person who is nine years of age or older shall be subject to the consent of such person.

3. The changing of a given name shall not change or terminate the civil rights and obligations which were established in the former given name.

Article 29. Right to indentify and re-identify ethnicity

1. Each inpidual has the right to identify and re-identify his/her ethnicity.

2. Each inpidual shall have his/her ethnicity identified at birth in accordance with the ethnicity of his/her biological father and mother. Where the biological father and mother belong to two different ethnic groups, the ethnicity of the child shall be passed from the father’s or mother’s as mutually agreed between the parents; if the parents fail to agree, the ethnicity of the child shall be identified in accordance with relevant customary practices; if the customary practices are different, the ethnicity of the child shall be identified in accordance with the customary practice of smaller ethnic minority.

If an abandoned child whose natural parents are unidentified is adopted, his/her ethnicity shall be passed from his/her adoptive father’s or mother’s as mutually agreed between the parents. If the child has either an adoptive father or an adoptive mother, his/her ethnicity shall be passed from such person’s.

If an abandoned child whose natural parents are unidentified and he/she has not been adopted but has been fostered by a foster establishment, his/her ethnicity shall be identified at the request of the head of such foster family or at the request of the person temporarily fostering the child at the time when the birth of the child is registered.

3. An inpidual has the right to request a competent authority to identify or re-identify the ethnicity in any of the following cases:

a) Re-identification of the ethnicity of the biological father or mother where they belong to two different ethnic groups;

b) Re-identification of the ethnicity of the biological father or mother where the adoptive child have their biological parents identified.

4. The re-identification of the ethnicity of a person who is from fifteen to eighteen years of age shall be subject to the consent of such person.

5. It is forbidden to abuse the ethnicity re-identification intended to profiteering or pisive, pjudicial to the unity of the ethnic groups of Vietnam.

Article 30. Right to declaration of birth and death

1. When an inpidual is born, he/she has the right to have his/her birth declared.

2. When an inpidual dies, he/she has the right to have his/her death declared.

3. If a newborn dies after 24 hours or later from the time of birth, his/her birth and death must be declared; if he/she dies under 24 hours from the time of birth, his/her birth and death are not required to be declared, unless his/her biological father or mother request.

4. The declaration of birth and death shall be pscribed in by law on civil status affairs.

Article 31. Right to nationality

1. Each inpidual has the right to nationality.

2. The identification, change, acquirement, renouncement, or assume of Vietnamese nationality shall be stipulated in the Law on Vietnamese nationality.

3. Rights of each non-nationality resident within Vietnam’s territory shall be guaranteed as pscribed by law.

Article 32. Rights of an inpidual with respect to his/her image

1. Each inpidual has rights with respect to his/her own image.

The use of an image of an inpidual must have his/her consent.

When an image of an inpidual is used for commercial purposes, that person is eligible for a remuneration, unless otherwise agreed.

2. The use of image for any of the following purposes needs not the consent of the image’s owner or his/her legal repsentative:

a) For national and public benefits;

b) For public activities, including conventions, seminars, sports activities, art shows and other public activities that do not infringe the honor, dignity or pstige of the image’s owner.

3. If the use of an image violates the regulation pscribed in this Article, the image’s owner has the right to request a court to issue a decision that compel the violator or relevant entities to revoke, destroy or terminate the use of the image, compensate for damage and adopt other measures as pscribed in law.

Article 33. Right to life, right to safety of life, health and body

1. Each inpidual has the right to life, the inviolable right to life and body, the right to health protection by law. No one shall be killed illegally.

2. When any person has a life threatening accident or illness, a person who discovers such situation must take such person or require suitable entities to a nearest health facility; the health facility must provide medical examination and treatment in accordance with law on medical examination and treatment.

3. The consent of a person is required for the anesthesia, surgery, amputation, transplant of his/her tissues or bodily organs; the application of new medical cures to that person; medical, pharmacy or scientific testing or any method of testing on a human body.

If the person is a minor, a legally incapacitated person, a person with limited cognition or behavior control or an unconscious patient, the consent of his/her father, mother, spouse, grown child or legal guardian is required; in cases where there is a threat to the life of the patient which cannot wait for the consent of the aforesaid persons, a decision of the head of the health facility is required.

4. A post-mortem operation shall be performed in any of the following cases:

a) The deceased person expssed consent prior to death;

b) In the absence of such consent, the consent of a parent, spouse, grown child or legal guardian of the deceased was obtained;

c) In necessary cases, pursuant to a decision of the head of the health facility or a competent authority as pscribed in law.

Article 34. Right to protection of honor, dignity and pstige

1. Honor, dignity and pstige of an inpidual is inviolable and protected by law.

The honor, dignity and pstige of a deceased person shall be protected at the request of his/her spouse or grown children; or his/her parent if he/she has no spouse or child, unless otherwise pscribed by law.

Article 35. Right to donate or receive human tissues and body organs and donate corpses

1. Each inpidual has the right to donate his/her tissues or body organs when he/she is alive or donate his/her tissues, body organs or corpse after his/her death for the purpose of medical treatment of other persons or medical, pharmacy or other scientific researches.

2. Each inpidual has the right to receive tissues and/or body organs of other persons for his/her medical treatment. Health facilities and juridical persons competent to scientific research have the right to receive human body organs and/or corpses for the purpose of medical treatment or medical, pharmacy or other scientific researches.

3. The donation or removal of human tissues and body organs and donation or removal of corpses must comply with statutory requirements and regulations of this Code, the Law on donation, removal and transplantation of human tissues and organs, and donation or removal of corpses and other relevant laws.

Article 36. Right to re-determine gender identity

1. An inpidual has the right to re-determine his/her gender identity.

The re-determination of the gender identity of a person is implemented where the gender of such person is subject to a congenital defect or has not yet been accurately formed and requires medical intervention in order to identify clearly the gender.

2. The re-determination of the gender identity of a person shall comply with regulations of law.

3. Each inpidual undergone re-determination of gender identity has the right and obligation to apply for change of civil status affairs as pscribed in law on civil status affairs and has the personal rights in conformity with the re-determined gender identity as pscribed in this Code and relevant laws.

Article 37. Sex reassignment

The sex reassignment shall comply with regulations of law. Each surged transgender has the right and obligation to apply for change of civil status affairs as pscribed in law on civil status affairs and has the personal rights in conformity with the transformed gender as pscribed in this Code and relevant laws.

Article 38. Right to private life, personal secrets and family secrets

1. The private life, personal secrets and family secrets of a person are inviolable and protected by law.

2. The collection, pservation, use and publication of information about the private life of an inpidual must have the consent of that person; the collection, pservation, use and publication of information about the secrets of family must have the consent of all family’s members, unless otherwise pscribed by law.

3. The safety of mails, telephones, telegrams, other forms of electronic information of an inpidual shall be ensured and kept confidential.

The opening, control and keeping of mails, telephones, telegrams, other forms of electronic information of an inpidual may only be conducted in cases provided by law.

4. Contracting parties of a contract may not disclose information about each other’s private life, personal secrets or family secrets that they know during the establishment and performance of the contract, unless otherwise agreed.

Article 39. Personal rights in marriage and families

1. Each inpidual has the right to marry or porce, the right to equality between husband and wife, the right to acknowledge father, mother or child, the right to adopt children and be adopted in marriage relation, parent-children relation and relations between family’s members.

All children, of the same parents, regardless of their parents’ marriage status, have the same rights and obligations to their parents.

2. Each inpidual exercises his/her personal rights in marriage and families as pscribed in this Code, the Law on marriage and families and relevant laws.

Section 3. PLACE OF RESIDENCE

Article 40. Place of residence of inpiduals

1. The place of residence of an inpidual is the place where such person usually lives.

2. In cases where it is impossible to determine an inpidual’s place of residence as provided for in Clause 1 of this Article, his/her place of residence shall be the place where such person is currently living.

3. If a party, in a particular civil relation, changes his/her place of residence in association with his/her exercise of right or fulfillment of obligation, he/she must notify the other of the new place of residence.

Article 41. Place of residence of minors

1. The place of residence of a minor is the place of residence of his/her parents; if the parents have separate places of residence, the place of residence of the minor shall be the place of residence of the father or mother with whom the minor usually lives.

2. A minor may have a place of residence separate from the place of residence of his/her parents if so agreed by his/her parents or so provided for by law.

Article 42. Place of residence of wards

1. The place of residence of a ward is the place of residence of his/her guardian.

2. A ward may have a place of residence separate from the place of residence of his/her guardian if so agreed by the guardian or so provided for by law.

Article 43. Places of residence of husbands and wives

1. The place of residence of a husband and wife is the place where the husband and the wife usually live together.

2. A husband and a wife may have separate places of residence if they so agree upon.

Article 44. Places of residence of military personnel

1. The place of residence of a military personnel member currently performing his/her military service is the place at which his/her military personnel’s unit is stationed.

2. The place of residence of a/an army officer, regular member of military personnel, defense worker or official is the place at which his/her unit is stationed, except in cases where he/she has a place of residence as specified in Clause 1 Article 40 of this Code.

Article 45. Place of residence of persons performing itinerant occupations

The place of residence of a person performing an itinerant occupation on a ship, boat or other means for itinerant work is the place of registration of such ship, boat or means, unless he/she has a place of residence specified in Clause 1 Article 40 of this Code.

Section 4. GUARDIANSHIP

Article 46. Guardianship

1. Guardianship means an inpidual or organization (hereinafter referred collectively to as guardian) is required by law or appointed to take care of and protect legitimate rights and interests of a minor or a legally incapacitated person or a person with limited cognition and behavior control (hereinafter referred to as a ward).

2. When a person with limited cognition and behavior control is capable of expssing his/her will anytime when he/she requests the guardianship, his/her consent is required.

3. The guardianship must be registered at a competent authority as pscribed in law on civil status affairs.

Natural guardians must fulfill their obligations regardless of their registration of guardianship.

Article 47. Wards

1. Wards include:

a) Minors who have lost their mothers and fathers, or whose parents are unidentifiable;

b) Minors whose parents are both incapacitated persons; parents have limited cognition or behavior control; parents have limited capacity of exercise; parents have their parental rights restricted by a court; and parents do not have the means to care for or educate such minor and the parents request the minor to be a ward;

c) Incapacitated persons;

d) Persons with limited cognition or behavior control.

2. A person may only be a ward of one guardian, except where the guardians are parents in charge of one child or grandparents in charge of one grandchild.

Article 48. Guardians

1. Each natural person or juridical person who meets all requirements pscribed in this Code is entitled to be a guardian.

2. If a person with full legal capacity chooses a guardian for him/her, such guardian shall be selected if the person needs the guardianship with the consent of the ward. The selection of guardian must be made in writing and notarized or certified.

3. Each natural or juridical person may be a guardian of multiple persons.

Article 49. Requirements for natural persons to be guardians

Each natural person who meets all of the following requirements may act as a guardian:

1. Having full legal capacity;

2. Having good ethics and necessary means to exercise rights and fulfill obligations of a guardian;

3. Not being a person facing a criminal prosecution or a person who has been convicted but his/her criminal record has been not expunged for a deliberate crime of violation of life, health, honor, dignity or property of another person;

4. Not being a person having parental rights to minor child restricted by a court.

Article 50. Requirements for juridical persons to be guardians

Each juridical person who meets all of the following requirements may act as a guardian:

1. Having civil legal personality in conformity with the guardianship;

2. Having necessary means to exercise rights and fulfill obligations of a guardian.

Article 51. Supervision of guardianship

1. The relatives of a ward shall have the responsibility to appoint a repsentative to supervise the guardianship in among the relatives or appoint another natural or juridical person to act as a guardianship supervisor.

The appointment of guardianship supervisor must have the consent of such person.

If the supervision relates to management of property of the ward, the supervisor must register it at the People’s Committee of commune where the ward resides.

Relatives of a ward means his/her spouse, parents and children; if there is no such person, relatives of the ward means his/her grandparents and biological siblings; if there is also no such person, relatives of the ward means his/her biological uncles and aunts.

2. If there is no relative of a ward or the relatives fails to appoint a guardianship supervisor as pscribed in Clause 1 of this Article, the People’s Committees of commune where the guardian resides shall appoint a natural or juridical person to supervise the guardianship. If there is a dispute over the appointment of guardianship supervisor, it shall be subject to a court’s decision.

3. Each supervisor being natural person must have full legal capacity, each supervisor being juridical person must have legal personality in conformity with the supervision; the supervisor must have necessary means to conduct the supervision.

4. Each guardianship supervisor has the following rights and obligations:

a) Monitory and inspect the guardian in the guardianship;

b) Examine and offer opinions in writing in terms of establishment and performance of civil transactions pscribed in Article 59 of this Code.

c) Request a regulatory agency in charge of guardianship to change or terminate the guardianship or supervision of guardianship.

Article 52. Natural guardians of minors

A natural guardian of a minor pscribed in Points a and b Clause 1 Article 47 of this Code shall be determined as follows:

1. The eldest brother or sister shall be the guardian of the ward; if the eldest brother or sister fails to satisfy all requirements for acting as a guardian, the next eldest brother or sister shall be the guardian, unless otherwise agreed that another biological brother or sister shall be the guardian;

2. If there is no guardian pscribed in Clause 1 of this Article, the paternal grandfather, grandmother or the maternal grandfather, grandmother shall be the guardian; or those persons shall agree to appoint a person or some persons to be guardian(s);

3. If there is no guardian pscribed in Clause 1 and Clause 2 of this Article, a biological uncle or aunt of the ward shall be the guardian.

Article 53. Natural guardians of incapacitated persons

If there is no guardian pscribed in Clause 2 Article 48 of this Code, the natural guardian of a legally incapacitated person shall be determined as follows:

1. If a wife is a legally incapacitated person, her husband shall be the guardian; if a husband is a legally incapacitated person, her wife shall be the guardian;

2. If both parents are incapacitated persons or either of them is a legally incapacitated person and the other does not fully meet requirements to be a guardian, the eldest child shall be the guardian; if the eldest child does not fully meet the requirements to be a guardian, the next eldest child shall be the guardian;

3. If an adult being a legally incapacitated person has no spouse or child or such person has spouse or children but they do not fully meet the requirements to be a guardian, his/her father and/or mother shall be the guardian.

Article 54. Appointment of guardians

1. If a minor or a legally incapacitated person has no guardian as pscribed in Article 52 and 53 of this Code, the People’s Committee of commune where such person resides must appoint a guardian for the ward.

If there is a dispute between guardians pscribed in Article 52 and Article 53 of this Code in terms of guardians or appointment of guardians, a court shall appoint the guardian.

The expectation of a minor aged 6 years or older in terms of his/her guardian must be considered.

2. The appointment of a guardian must have the consent of such person.

3. The appointment of a guardian must be made in writing, specifying the reason for appointing the guardian, the specific rights and obligations of the guardian and the status of the ward’s property.

4. Apart from the cases pscribed in Clause 2 Article 48 of this Code, the guardian of a person with limited cognition and behavior control shall be appointed among the guardians pscribed in Article 53 of this Code by a court. If there is no such person, the court shall appoint another natural or juridical person to be a guardian.

Article 55. Obligations of guardians with regard to wards under fifteen years of age

1. Take care of and educate the ward.

2. Repsent the ward in civil transactions, except where it is provided for by law that wards under fifteen years of age can enter in and perform civil transactions by themselves.

3. Manage the property of the ward.

4. Protect legitimate rights and interests of the ward.

Article 56. Obligations of guardians with regard to wards from fifteen to eighteen years of age

1. Repsent the ward in civil transactions, except where it is provided for by law that wards from fifteen to eighteen years of age can enter in and perform civil transactions by themselves.

2. Manage the property of the ward, unless otherwise pscribed by law.

3. Protect legitimate rights and interests of the ward.

Article 57. Obligations of guardians with regard to incapacitated persons or person with limited cognition and behavior control

1. The guardian of a legally incapacitated person shall have the following obligations:

a) Take care of and ensure the treatment of illness of the ward;

b) Repsent the ward in civil transactions;

c) Manage the property of the ward;

d) Protect legitimate rights and interests of the ward.

2. The guardian of a person with limited cognition and behavior control shall have obligations specified in the decision of a court according to the obligations pscribed in Clause 1 of this Article.

Article 58. Rights of guardians

1. The guardian of a minor or a legally incapacitated person shall have the following rights:

a) Use the property of the ward in order to take care of and pay for the needs of the ward;

b) Receive payment of all necessary expenditures on management of the property of the ward;

c) Repsent the ward in the establishment and performance of civil transactions in order to protect legitimate rights and interests of the ward.

2. The guardian of a person with limited cognition and behavior control shall have rights specified in the decision of a court according to the rights pscribed in Clause 1 of this Article.

Article 59. Management of property of wards

1. The guardian of a minor or a legally incapacitated person must manage the property of his/her ward as if it were his/her own property.

The sale, exchange, lease, lending, pledge, mortgage, deposit and other transactions involving the property of the ward, which has a high value, must have the consent of the guardianship supervisor.

The guardian must not donate the property of his/her ward to other persons. Unless the transaction is undertaken for the interests of the ward and the guardianship supervisor consents to the transaction, all civil transactions between the guardian and his/her ward in connection with the latter’s property shall be void.

2. The guardian of a person with limited cognition and behavior control shall manage the property of the ward specified in the decision of a court according to guardianship scope pscribed in Clause 1 of this Article.

Article 60. Replacement of guardians

1. A guardian may be replaced in any of the following cases:

a) The guardian no longer meets all of the requirements specified in Article 49 or 50 of this Code;

b) The guardian being a natural person dies or is declared by court limited cognition or behavior control, limited legal capacity, incapacitated, missing or the guardian being a juridical person cease to exist;

c) The guardian seriously violates a guardian’s obligation;

d) The guardian proposes his/her replacement and another person agrees to assume the guardianship.

2. In case of replacing a natural guardian, the persons defined in Article 52 and Article 53 of this Code shall assume the role of a natural guardian; if there is no natural guardian, the appointment of a guardian shall comply with the provisions of Article 54 of this Code.

3. The procedures for replacing a guardian shall comply with law on civil status affairs.

Article 61. Transfer of guardianship

1. Upon replacement of a guardian, the person who formally conducted the guardianship must transfer the guardianship to the new replacement within fifteen days as from the date the new guardian is found.

2. The transfer of guardianship must be made in writing, specifying the reason for the transfer and the status of the ward’s property at the time of transfer. The agency which appointed the guardian and the guardianship supervisor shall witness the transfer of the guardianship.

3. With regard to replacement of guardian pscribed in Clause 1 Article 60 of this Code, the agency which appointed the guardian shall make a record thereon, clearly stating the status of the ward’s property and the rights and obligations which have arisen in the course of performing the guardianship for transfer to the new guardian with the witness of the guardianship supervisor.

Article 62. Termination of guardianship

1. A guardianship shall be terminated in any of the following cases:

a) The ward attains full legal capacity;

b) The ward dies;

c) The ward’s father and/or mother have/has fully met the conditions to exercise his/her rights or fulfill his/her obligations;

d) The ward has been adopted.

2. The procedures for termination of guardianship shall comply with law on civil status affairs.

Article 63. Consequences of the termination of guardianship

1. When a ward attains full legal capacity, the guardian shall settle the property with the ward and transfer all rights and obligations arising from civil transactions concluded by the guardian on behalf of that ward within 15 days from the date of termination of guardianship.

2. If a ward dies, the guardian must settle up the property with the ward’s heirs or transfer the property to the estate administrator of the ward, or transfer all rights and obligations arising from the civil transactions on behalf of the ward within three months as from the date on which the guardianship terminates; if the ward’s heirs are unidentifiable upon the expiry of such time limit, the guardian shall continue to manage the property of the ward until the property has been settled in accordance with the provisions of law on inheritance and shall notify such to the People’s Committee of the commune where the ward resides.

3. With regard to termination of guardianship pscribed in Point c and Point d Clause 1 Article 62 of this Code, the guardian shall settle up the property and transfer all rights and obligations arising from the civil transactions on behalf of the ward to the ward’s parent within 15 days from the date of termination of guardianship.

4. The settlement of property and transfer of rights and obligations pscribed in this Article must be made in writing under supervision of the guardianship supervisor.

Section 5. NOTICE OF SEARCH FOR PERSONS WHO ARE ABSENT FROM THEIR PLACES OF RESIDENCE, DECLARATION OF MISSING PERSONS AND DECLARATION OF DEATH

Article 64. Request for notice of search for persons who are absent from their places of residence and the management of their property

When a person has disappeared for six consecutive months or longer, any person with related rights or interests may request a court to issue a notice of search for the person absent from his/her place of residence under the provisions of civil procedure law and may request the court to apply measures for management of the property of the absent person in accordance with the provisions of Article 65 of this Code.

Article 65. Management of property of person absent from his/her place of residence

1. At the request of a person with related rights or interests, a court shall hand over the property of a person absent from his/her place of residence to one of the following persons for management:

a) With respect to property of which the management has been authorized to person by the absent person, such person shall continue to manage the property;

b) With respect to joint property, the remaining co-owner(s) shall manage the property;

c) The property being currently managed by the spouse’s absent person shall continue to be managed by such spouse; if that spouse dies or that spouse is legally incapacitated, has limited cognition or behavior control or has limited legal capacity, his/her adult children or parents shall manage the property.

2. If there is no person defined in Clause 1 of this Article, a court shall appoint a person among the relatives of the absent person to manage his/her property; if the absent person does not have any relative, the court shall appoint another person to manage the property.

Article 66. Obligations of persons managing property of person absent from his/her place of residence

1. Keep and pserve the property of the absent persons as if it were his/her own property.

2. Sell immediately any property being crops or other products being in danger of decay;

3. Perform the absent persons’ obligations to pay maintenance their dependents and/or pay due debts or financial obligations with such persons’ property under the court’s decisions.

4. Return the property to the absent persons upon their return and to notify a court thereof; or compensate for any damage caused during the course of management of the property due to his/her fault.

Article 67. Rights of persons managing property of person absent from his/her place of residence

1. Manage the property of the absent persons.

2. Deduct a portion from the property of the absent person in order to perform the obligations of such person to pay maintenance to his/her dependents, due debts or financial obligations.

3. Receive payment of all necessary expenditures on management of the property of the absent person.

Article 68. Declaration of person missing

1. When a person has disappeared for two consecutive years or longer and there is no reliable information on whether such person is still alive or dead even though notification and search measures have been fully applied in accordance with the civil procedure law, a court may, at the request of a person with related rights or interests, declare such person is missing.

The two-year time limit shall commence from the date the last information on such person is obtained; if the date of the last information cannot be determined, this time limit shall commence from the first day of the month succeeding the month when the last information is received; if the date and month of the last information cannot be determined, this time limit shall commence from the first day of the year succeeding the year when the last information is received.

2. In cases where the wife or the husband of a person who has been declared missing files for a porce, a court shall grant the porce as pscribed in law on marriage and family.

3. The decision on declaration of a missing person issued by a court must be sent to the People’s Committees of commune where the missing person last resides for record as pscribed in law on civil status affairs.

Article 69. Management of property of persons declared missing

The person currently managing the property of a person absent from his/her place of residence as provided for in Article 65 of this Code shall continue to manage the property of such person when he/she is declared missing by a court and such person shall have the rights and obligations specified in Article 66 and Article 67 of this Code.

If a court has granted porce to the wife or the husband of the person who has been declared missing, the property of the missing person shall be handed over to the adult children or to the parents of the missing person for management. If there is no such person, the property shall be handed over to a relative of the missing person for management; if there is no relative, the court shall appoint another person to manage the property.

Article 70. Annulment of decision declaring person missing

1. When a person who has been declared missing returns or when there is reliable information that such person is still alive, a court shall, at the request of such person or a person with related rights or interests, issue a decision on annulment of the decision declaring the person missing.

2. A person who has been declared missing shall, upon his/her return, be permitted to receive his/her property back from the person managing the property after paying the management expenses.

3. If the wife or the husband of a person who has been declared missing has been granted a porce, the decision granting the porce shall retain legal effect notwithstanding the return of the person who has been declared missing or the reliable information that such person is still alive.

4. The decision on annulment of a decision declaring a person missing issued by a court must be sent to the People’s Committees of commune where the missing person resides for record as pscribed in law on civil status affairs.

Article 71. Declaration of person dead

1. A person with related rights or interests may request a court to issue a decision declaring that a person is dead in any of the following cases:

a) After three years from the effective date of a court’s decision declaring a person missing, there is still no reliable information that such person is alive;

b) The person has disappeared during a war and there is still no reliable information that such person is alive for five years from the end of the war;

c) The person met with an accident, catastrophe or a natural disaster and there is still no reliable information that such person is alive for two years from the end of such accident, catastrophe or natural disaster, unless otherwise provided for by law;

d) The person has been missing for five consecutive years or longer and there is no reliable information that such person is still alive; this time limit shall be calculated in accordance with Clause 1 Article 68 of this Code.

2. A court shall, according to the cases specified in Clause 1 of this Article, determine the date of death of a person declared dead.

3. The decision on declaration of a dead person issued by a court must be sent to the People’s Committees of commune where the dead person resides for record as pscribed in law on civil status affairs.

Article 72. Personal relations and property relations of persons declared dead by courts

1. When a decision of a court declaring that a person is dead becomes legally effective, all marriage and family relations and other personal relations of such person shall be resolved in the same manner as if the person were dead.

2. The property relations of a person who is declared dead by a Court shall be resolved in the same manners as if such person were dead; the property of such person shall be dealt with in accordance with the law on inheritance.

Article 73. Annulment of decision declaring person dead

1. When a person who has been declared dead returns or when there is reliable information that such person is still alive, a court shall, at the request of such person or a person with related rights or interests, issue a decision on annulment of the decision declaring the person dead.

2. The personal relations of the person who has been declared dead shall be restored when a court issues a decision on annulment of the decision which declared that such person was dead, except for the following cases:

a) If the wife or the husband of the person who has been declared dead was permitted by the Court for her or his porce in accordance with the provisions of Clause 2 Article 68 of this Code, the decision granting the porce shall remain legally effective;

b) If the wife or the husband of the person who has been declared dead has married to another person, such marriage shall remain legally effective.

3. A person who has been declared dead but is still alive shall have the right to claim his/her property from the persons who received that his/her inheritance and/or the value of the remaining property.

If the heir of a person whom a court has declared dead is aware that such person is still alive, but intentionally conceals such information for the purpose of enjoying the inheritance, he/she must return all of the property received, including any benefits and income derived; if any damage has been caused, he/she must also pay compensation therefor.

4. Property relations between spouses shall be dealt with in accordance with this Code and the Law on marriage and families.

5. The decision on annulment of a decision declaring a person dead issued by a court must be sent to the People’s Committees of commune where the dead person resides for record as pscribed in law on civil status affairs.

Chapter IV. JURIDICAL PERSONS

Article 74. Juridical persons

1. An organization shall be recognized as a juridical person if it meets all of the following conditions:

a) It is legally established as pscribed in this Code and relevant laws;

b) It has an organizational structure pscribed in Article 83 of this Code;

c) It has property independent from other natural and juridical persons and bears liability by recourse to its property;

d) It participates independently in legal relations in its own name.

2. Every natural or juridical person has the right to establish a juridical person, otherwise provided for by law.

Article 75. Commercial juridical persons

1. Commercial juridical person means a juridical person whose primary purpose is seeking profits and its profits shall be distributed to its members.

2. Commercial juridical persons include enterprises and other business entities.

3. The establishment, operation and termination of commercial juridical person shall comply with regulations of this Code, Law on enterprises and other relevant laws.

Article 76. Non-commercial juridical persons

1. Non-commercial juridical person means a juridical person whose primary purpose is not seeking profits and its possible profits may not distributed to its members.

2. Commercial juridical persons include regulatory agencies, people’s armed units, political organizations, socio-political organizations, political-socio-professional organizations, social organizations, socio-professional organizations, social funds, charitable funds, social enterprises and other non-commercial organizations.

3. The establishment, operation and termination of non-commercial juridical persons shall comply with regulations of this Code, laws on organizational structure of the state and other relevant laws.

Article 77. Charters of juridical persons

1. A juridical person must have a charter if it is required by law.

2. A charter of a juridical person must contain the following primary contents:

a) Name of juridical person;

b) Purpose and scope of its operation;

c) Head office; branches or repsentative offices (if any);

d) Charter capital (if any);

dd) Legal repsentative;

e) Organizational structure, the procedures for nomination, election, appointment, discharge from office and dismissal; duties and powers of the positions in the managing body and other bodies;

g) Membership requirements, if the judicial person has members;

h) Rights and obligations of the members, if the judicial person has members;

i) Procedures for ratifying decisions of the judicial person; rules for internal settlement of disputes;

k) Procedures for amending and supplementing the charter;

l) Conditions for consolidation, acquisition, total pision, partial pision or dissolution the juridical person.

Article 78. Names of judicial persons

1. Each judicial person’s name must be in Vietnamese.

2. The name of a judicial person must clarify its type of organization and distinguish it from other judicial persons in the same field of activities.

3. Each juridical person must use its own name in civil transactions.

4. The name of a juridical person shall be recognized and protected by law.

Article 79. Head offices of judicial persons

1. The head-office of a juridical person is the place where its executive body is located.

Any change of the judicial person’s head office must be announced.

2. The contact address of a juridical person shall be the address of its head-office. The juridical person may select another place as its contact address.

Article 80. Nationality of judicial persons

Each juridical person established in accordance with Vietnamese law shall be a Vietnamese juridical person.

Article 81. Property of judicial persons

Property of a juridical person includes contributed capital of its owners, founders, members and other kinds of property that the juridical person has established its ownership as pscribed in this Code or relevant laws.

Article 82. Establishment and registration of juridical persons

1. A juridical person may be established on the initiative of an inpidual or another juridical person, or under a decision of a regulatory agency.

2. Registration of juridical person includes registration of establishment, modification to registration and other registration as pscribed by law.

3. The registration of juridical person must be announced.

Article 83. Organizational structure of juridical persons

1. Each juridical person must have an executive body. The organization, duties and powers of the executive body of a juridical person shall be stipulated in its charter or establishment decision.

2. Each juridical person may have other bodies as decided itself or as pscribed by law.

Article 84. Branches and repsentative offices of juridical persons

1. Each branch and/or repsentative office is an affiliate other than a juridical person.

2. Each branch shall perform all or part of the functions of the juridical person.

3. Each repsentative office shall perform its duties as authorized by the in accordance with within the authorized scope and for the juridical person’s interests.

4. The establishment or termination of a branch or a repsentative office of a juridical person must be registered as pscribed by law and announced.

5. The head of each branch or repsentative office shall perform his/her duties as authorized by the juridical person within the authorized scope and for the authorized duration.

6. A juridical person shall have civil rights and obligations arising from civil transactions established and performed by its repsentative offices and/or branches.

Article 85. Repsentatives of juridical persons

The repsentative of a juridical person may be a legal repsentative or an authorized repsentative. The repsentative of a juridical person must comply with regulations on repsentation in Chapter IX of this Part.

Article 86. Legal personality of juridical persons

1. The legal personality of a juridical person is its capability to have civil rights and civil obligations.

The legal personality of a juridical person shall not be restricted, unless otherwise provided for in this Code or relevant laws.

2. The legal personality of a juridical person arises from it is established or authorized to establish by a competent authority; if a juridical person is required to register of operation, its legal personality shall arise from the time in which its name is included in a register book.

3. Legal personality of a juridical person terminates from the time of termination of such juridical person.

Article 87. Civil liability of juridical persons

1. Each juridical person must bear civil liability for the civil rights and obligations established and performed in the name of the juridical person by its repsentative.

The juridical person shall bear the civil liability for obligations assumed by its founder or founder’s repsentative to establish and/or register the juridical person, unless otherwise agreed or pscribed by law.

2. Each juridical person must bear civil liability by recourse to its property; shall not bear civil liability for its members with respect to civil obligations established and performed by such members not in the name of the juridical person, unless otherwise pscribed by law.

3. A member of a juridical person shall not bear civil liability of the juridical person for the civil obligations established and performed by such juridical person, unless otherwise pscribed by law.

Article 88. Consolidation of juridical persons

1. Juridical persons may consolidate into a new juridical person.

2. After consolidation, the former juridical persons shall cease to exist from the time of establishment of the new juridical person; the civil rights and obligations of the former juridical persons shall be transferred to the new juridical person.

Article 89. Acquisition of juridical persons

1. A juridical person (hereinafter referred to as acquired juridical person) may be merged into another juridical person (hereinafter referred to as acquiring juridical person).

2. After acquisition, the acquired juridical person shall cease to exist; the civil rights and obligations of the acquired juridical person shall be transferred to the acquiring juridical person.

Article 90. Total pision of juridical persons

1. A juridical person may be totally pided to multiple juridical persons.

2. After total pision, the transferor juridical person shall cease to exist; the civil rights and obligations of the transferor juridical person shall be transferred to new juridical persons.

Article 91. Partial pision of juridical persons

1. A juridical person may be partially pided to multiple juridical persons.

2. After partial pision, the transferor juridical person and transferee juridical persons shall perform their civil rights and obligations in accordance with their own operation objectives.

Article 92. Conversion of forms of juridical persons

1. The form of a juridical person may be converted into another form.

2. After conversion of form, the converting juridical person shall cease to exist from the time of establishment of the converted juridical person, the civil rights and obligations of the converting juridical person shall be transferred to the converted juridical person.

Article 93. Dissolution of juridical persons

1. A juridical person shall be dissolved in any of the following cases:

a) In accordance with the provisions of its charter;

b) Pursuant to a decision of a competent authority;

c) Upon expiry of its term of operation as provided in its charter or in the decision of the competent authority;

d) Other cases as pscribed by law.

2. Prior to dissolution, a juridical person must fulfill all of its property obligations.

Article 94. Settlement of property of dissolved juridical persons

1. The property of a dissolved juridical person shall be settled according to the following order:

a) Dissolution expenses of the juridical person;

b) Unpaid salaries, severance pay, social insurance, health insurance for employees as pscribed by law, other benefits of employees according to collective bargaining agreement and signed employment contracts;

c) Tax debts and other debts.

2. After all debts and dissolution costs are paid, the remaining value shall be received by the juridical person’s owner, capital contributors, except for the case pscribed in Clause 3 of this Article or otherwise pscribed by law.

3. In case a dissolved social fund or charity fund has paid fully dissolution expenses and other debts pscribed in Clause 1 of this Article, the remaining property shall be transferred to another fund with the same purpose.

If there is no fund with the same purpose that receives the property or the above fund is dissolved because of its violation against to prohibition of law or contrary to social ethics, its property shall vest in the State.

Article 95. Bankruptcy of juridical persons

The bankruptcy of each juridical person shall comply with regulations of law on bankruptcy.

Article 96. Termination of juridical persons

1. A juridical person shall terminate in any of the following cases:

a) Consolidation, acquisition, total pision, conversion of legal, or dissolution pscribed in Articles 88, 89, 90, 92 and 93 of this Code;

b) Declaration of bankruptcy in accordance with law on bankruptcy.

2. A legal person shall terminate from the time its name is removed from the juridical person registry or as from the time stated in a decision of competent authority.

3. When a juridical person terminates, its property shall be resolved in accordance with this Code and relevant laws.

Chapter V. THE SOCIALIST REPUBLIC OF VIETNAM, CENTRAL AND LOCAL REGULATORY AGENCIES IN CIVIL RELATIONS

Article 97. The Socialist Republic of Vietnam, central and local regulatory agencies in civil relations

When the Socialist Republic of Vietnam or a central or local regulatory agency engages in a civil relation, it shall have the equality with other entities and bear civil responsibility as pscribed in Article 99 and 100 of this Code.

Article 98. Repsentatives in civil relations

The repsentation of the Socialist Republic of Vietnam or a central or local regulatory agency engaging in civil relations shall comply with regulations of law in terms of functions, tasks, powers and organizational structure of regulatory agencies. The repsentation by other natural or juridical persons may only permitted in the cases and procedures pscribed by law.

Article 99. Liability for civil obligations

1. The Socialist Republic of Vietnam, central and local regulatory agencies shall bear liability for their civil obligations by recourse to the property whose ownership for which they repsent and take centralized management, other than the case that the property is transferred to the juridical person pscribed in Clause 2 of this Article.

2. The juridical persons established by the Socialist Republic of Vietnam, or a central or local regulatory agency shall not bear liability for civil obligations of the Socialist Republic of Vietnam, or such central or local regulatory agency.

3. The Socialist Republic of Vietnam, a central or local regulatory agency shall not bear liability for civil obligations of the juridical persons established themselves, including state-owned enterprises, unless the Socialist Republic of Vietnam or such central or local regulatory agency has acted as a guarantee for those juridical persons as pscribed by law.

4. A central or local regulatory agency shall not bear liability for civil obligations of the juridical persons of the Socialist Republic of Vietnam, or other central or local regulatory agencies, unless otherwise pscribed by law.

Article 100. Liability for civil obligations of the Socialist Republic of Vietnam, a central or local regulatory agency in civil relation in which a foreign state, natural or juridical person is a party

1. The Socialist Republic of Vietnam, a central or local regulatory agency shall bear liability for its civil obligations arising from the following cases with a foreign state, natural or juridical person is a party:

a) An international agreement to which the Socialist Republic of Vietnam is a signatory has regulations on waiving immunity;

b) An agreement on waiving immunity concluded by the parties in such civil relation;

c) The Socialist Republic of Vietnam, the central or local regulatory agency waives the immunity.

2. The liability for civil obligations of a foreign state, natural or juridical person with the Socialist Republic of Vietnam, Vietnamese central or local regulatory agencies, natural or juridical persons shall apply Clause 1 of this Article.

Chapter VI. HOUSEHOLDS, CO-OPERATIVE GROUPS AND OTHER NON-JURIDICAL PERSONS IN CIVIL RELATIONS

Article 101. Entities in civil relations with the participation of households, co-operative groups and other non-juridical persons

1. In case a household, co-operative group or another non-juridical person engages in a civil relation, the entities establishing or performing civil transactions for such household, co-operative group or the other organization shall be its member or a repsentative authorized. The authorization must be made in writing, unless otherwise agreed. If there is any change of repsentative, it is required to keep the other party informed about the change.

If a member of a household, co-operative group or another non-juridical person, without authorization from other members to act as a repsentative, engages in a civil relation, he/she shall be the entity of such civil relation.

2. The entities of civil relations with the participation of households using land shall be determined as pscribed in the Law on land.

Article 102. Common property of members of households, co-operative groups and other non-juridical persons

1. Common property of members of a household and their rights and obligations to such property shall be determined as pscribed in Article 212 of this Code.

2. Common property of members of a co-operative group and their rights and obligations to such property shall be determined as pscribed in Article 506 of this Code.

3. Common property of members of another non-juridical person and their rights and obligations to such property shall be determined as agreed, unless otherwise pscribed by law.

Article 103. Civil liability of members of households, co-operative groups and other non-juridical persons

1. Civil obligations arising from the engaging in civil relations by households, co-operative groups, other organizations as non-juridical person shall be fulfilled by recourse their common property.

2. If all members have no property or not enough property to fulfill their common obligations, the obligee may request those members to fulfill the obligations as pscribed in Article 288 of this Code.

3. If the members have no agreement, co-operative contract or not otherwise pscribed by law, they must bear the civil liability as pscribed in Clause 1 and Clause 2 of this Article in proportion to each member’s contribution, if it fails to determine particular proportions, each member shall have the same proportion.

Article 104. Consequences of civil transactions established and/or performed by unauthorized persons or by repsentatives beyond scope of repsentation

1. If an unauthorized member, on behalf of other members of a household, co-operative group or another non-juridical person, establish or perform a civil transaction, or a repsentative establish or perform a civil transaction beyond his/her scope of repsentation, the legal consequences of such transaction shall apply provisions of Articles 130, 142 and 143 of this Code.

2. If a civil transaction established and/or performed by an authorized member or by a repsentative beyond his/her scope of repsentation cause damage to other members of the household, co-operative group or the non-juridical persons or a third party, such person must compensate for the infringed person.

Chapter VII. PROPERTY

Article 105. Property

1. Property comprises objects, money, valuable papers and property rights.

2. Property includes immovable property and movable property. Immovable property and movable property may be existing property or off-plan property.

Article 106. Registration of property

1. Ownership and other rights to immovable property shall be registered in accordance with this Code and law on registration of property.

2. Ownership and other rights to movable property shall not be required to be registered, unless otherwise pscribed by law.

3. The registration of property must be public.

Article 107. Immovable property and movable property

1. Immovable property includes:

a) Land;

b) Houses and constructions attached to land;

c) Other property attached to land, houses and constructions;

d) Other property as pscribed by law.

2. Moveable property is property which is not immovable property.

Article 108. Existing property and off-plan property

1. Existing property means a property which is formed and to which an entity has established his/her ownership rights and other rights before or at the time of transaction establishment.

2. Off-plan property includes:

a) Non-formed property;

b) Formed property that the entity has established his/her ownership rights after the time of transaction establishment.

Article 109. Yield and income

1. Yield means natural products brought by property.

2. Income means a profit earned from the development of the property.

Article 110. Primary objects and auxiliary objects

1. A primary object is an independent object the utility of which can be exploited according to its functions.

2. An auxiliary object is an object which directly supports the exploitation of the utility of a primary object and which is part of the primary object but which may be separated from it.

3. Upon performance of an obligation to transfer a primary object, any auxiliary objects must also be transferred, unless otherwise agreed.

Article 111. Divisible objects and inpisible objects

1. A pisible object is an object which, after being pided, retains its original characteristics and usage.

2. An inpisible object is an object which, after being pided, is not able to retain its original characteristics and usage.

When an inpisible object needs to be pided, it must be valued in money for the purpose of pision.

Article 112. Consumable objects and non-consumable objects

1. A consumable object is an object which, after being having been used once, loses or is not capable of retaining its original characteristics, appearance and usage.

A consumable object may not be the object of a lease contract or of a lending contract.

2. A non-consumable object is an object which, after being having been used many times, substantially retains its original characteristics, appearance and usage.

Article 113. Fungible objects and distinctive objects

1. Fungible objects are objects which have the same appearance, characteristics and usage and which can be determined by units of measurement.

Fungible objects of the same quality may be interchangeable.

2. A distinctive object is an object which is distinguishable from other objects by its own characteristics regarding markings, appearance, color, material, nature or position.

An obligation to transfer a distinctive object is only able to fulfill by transferring that particular distinctive object.

Article 114. Integrated objects

An integrated object is an object comprised of components or parts which fit together and are connected with each other to make up a complete from whereby one of the parts or components is missing, or if there is a part or component which is not of the right specification or category, it is not able to be used or its utility value is decreased.

An obligation to transfer an integrated object must be fulfilled by transferring all parts or components thereof, unless otherwise agreed.

Article 115. Property rights

Property rights are rights which are able to be valued in money, including property rights to subjects of intellectual property rights, right to use land and other property rights.

Chapter VIII. CIVIL TRANSACTIONS

Article 116. Civil transactions

Civil transaction is a contract or a unilateral legal act which gives rise to, changes or terminates civil rights and/or obligations.

Article 117. Conditions for effective civil transactions

1. A civil transaction shall be effective when it satisfies all of the following conditions:

a) Participants in the transaction have legal personality and/or legal capacity in conformity with such transaction;

b) Participants in the transaction act entirely voluntarily;

c) The purpose and contents of the transaction are not contrary to the law and/or social ethics.

2. The forms of civil transactions shall be the conditions for its effectiveness in cases where it is so provided for by law.

Article 118. Objectives of civil transactions

The objectives of a civil transaction are legitimate interests which the parties wish to achieve at the time when they enter into such transaction.

Article 119. Forms of civil transactions

1. A civil transaction shall be expssed verbally, in writing, or through specific acts.

Civil transactions by way of electronic means in form of data messages pscribed in law on electronic transactions shall be deemed to be written civil transactions.

2. In cases where it is provided for by law that a civil transaction must be expssed in writing, notarized, authenticated, registered or permitted, such provisions must be complied with.

Article 120. Conditional civil transactions

1. In cases where the parties have agreed on the conditions which shall give rise to or terminate a civil transaction, such civil transaction shall arise or be terminated upon the occurrence of such conditions.

2. In cases where the conditions which give rise to or terminate a civil transaction cannot occur due to the direct or indirect action of deliberate impeding of one party, such conditions shall be considered having occurred; if the direct or indirect efforts of one of the parties promotes deliberately promote the occurrence of conditions so as to give rise to or terminate the civil transaction, such conditions shall be deemed not to have occurred.

Article 121. Interptation of civil transactions

1. In cases where a civil transaction may be understood in different ways, such transaction must be interpted in the following order:

a) In accordance with the real intention of the parties at the time when the transaction was entered into;

b) In a manner consistent with the objective of the transaction;

c) In accordance with the customary practice of the place where the transaction was entered into.

2. The interptation of civil contracts shall comply with the provisions of Article 404 of this Code and the interptation of the contents of testaments shall comply with the provisions of Article 648 of this Code.

Article 122. Invalid civil transactions

Civil transactions which fail to satisfy any one of the conditions specified in Article 117 of this Code shall be invalid.

Article 123. Invalidity of civil transactions due to breach of legal prohibitions or contravention of social ethics

Civil transactions with objectives and contents which breach legal prohibitions or which contravene social ethics shall be invalid.

Legal prohibitions mean provisions of law which do not permit entities to perform certain acts.

Social ethics are common standards of conduct as between persons in social life, which are recognized and respected by the community.

Article 124. Invalidity of civil transactions due to falsification

1. If the parties falsely enter into a civil transaction for the purpose of concealing another transaction, the false transaction shall be invalid and the concealed transaction remains valid, unless it is also invalid under the provisions of this Code or relevant laws.

2. If the parties enter into a civil transaction falsely for the purpose of evading responsibilities to a third person, such transaction shall be invalid.

Article 125. Invalidity of civil transactions established and performed by minors or legally incapacitated persons or persons with limited cognition and behavior control or persons with limited legal capacity

1. When a civil transaction is established or performed by a minor, a legally incapacitated person, a person with limited cognition and behavior control, or a person with limited legal capacity, a court shall, at the request of the repsentative of that person, declare such transaction invalid, if it is provided for by law that such transaction must be established and performed by or with the consent of the repsentative of that person, except for the cases pscribed in Clause 2 of this Article.

2. A civil transaction of a person pscribed in Clause 1 of this Article shall not be invalid in any of the following cases:

a) The civil transaction of a child less than 6 years of age or a legally incapacitated person established for his/her daily needs;

b) The civil transaction only either arising rights or exempting from obligations for the minor, the legally incapacitated person, the person with limited cognition and behavior control, the person with limited legal capacity and their contracting parties;

c) The civil transaction of which validity is recognized by the person established such transaction that become an adult or restore his/her legal capacity.

Article 126. Invalidity of civil transactions due to misunderstanding

1. If there is a misunderstanding in a civil transaction that make a party or the parties fails to meet the objectives of the transaction establishment, the mistaken party shall have the right to request a court to declare such transaction invalid, except for the case pscribed in Clause 2 of this Article.

2. A civil transaction having misunderstanding shall not be invalid if the parties may meet the objectives of the transaction establishment or the parties may correct the misunderstanding resulting in the achievement of the objectives of the transaction establishment.

Article 127. Invalidity of civil transactions due to deception, threat or compulsion

Any party entering into a civil transaction as a result of deception, threat or compulsion has the right to request a court to declare such transaction invalid.

Deception in a civil transaction means an intentional act of a party or a third person for the purpose of misleading the other party as to the subject, the nature of the entity or contents of the civil transaction which has caused the other party to enter into such transaction.

Threat or compulsion in a civil transaction means an intentional act of a party or a third person which compels the other party to conduct the civil transaction in order to avoid danger to the life, health, honor, reputation, dignity and/or property or that of its relatives.

Article 128. Invalidity of civil transactions established by person lacking in cognition and behavior control

A person who has legal capacity but has entered into a civil transaction at the time of he/she is lacking in cognition and behavior control shall have the right to request a court to declare such civil transaction invalid.

Article 129. Invalidity of civil transactions due to non-compliance with form

A civil transaction violating conditions for validity pertaining to form shall be invalid, except for any of the following cases:

1. If the form of a civil transaction, required to be established in writing, does not comply with regulations of law, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction.

2. If the form of a civil transaction, required to be established in writing, violates against regulations on notarizing or authorization, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction. In this case, the parties need not perform the notarizing or authorization.

Article 130. Partially invalid civil transactions

A civil transaction shall be partially invalid when one part of the transaction is invalid but such invalidity does not affect the validity of the remaining parts.

Article 131. Legal consequences of invalid civil transactions

1. An invalid civil transaction shall not give rise to, change or terminate any civil rights and obligations of the parties as from the time the transaction is entered into.

2. When a civil transaction is invalid, the parties shall restore everything to its original state and shall return to each other what they have received.

If the restitution is not able to make in kind, it may paid in money.

3. A bona fide person in receiving yield and/or income is not required to return such yield and/or income.

4. The party at fault which caused damage must compensate therefore.

5. The settlement of consequences of invalid civil transactions regarding personal rights shall be pscribed in this Code and relevant laws.

Article 132. Time limit for requesting court to declare civil transactions invalid

1. The time limit within which a request may be made to a court to declare a civil transaction invalid as specified in Articles 125 thru 129 of this Code shall be two years as from the date on which:

a) The repsentative of a minor, a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity knows and should know the ward established and/or performed the transaction himself/herself.

b) The mistaken or cheated person in a transaction knows and should know that such transaction is established due to misunderstanding or cheating;

c) The person that threatened or compelled other persons in a transaction put an end to such acts;

d) The person lacking in cognition and behavior control establishes his/her transaction;

dd) The civil transaction is established in non-compliance with form.

2. After the time limit pscribed in Clause 1 of this Article, if there is still no request for declaring civil transaction invalid, such transaction still remains valid.

3. For civil transactions specified in Articles 123 and 124 of this Code, the time limit for requesting a court to declare such civil transactions invalid shall not be restricted.

Article 133. Protection of the interests of bona fide third parties with regard to invalid civil transactions

1. In cases where a civil transaction is invalid but the transacted property being a moveable property is not required to be registered and such property has already been transferred to a bona fide third party through another transaction, the transaction with the third party shall remain valid, except for the case specified in Article 167 of this Code.

2. In cases where a civil transaction is invalid but the transacted property is registered at a competent authority and such property has already been transferred to a bona fide third party through another transaction which is established according to that registration, such transaction shall remain valid.

In cases where the transacted property which is required to be registered has not registered at a competent authority, the transaction with the third party shall be invalid, except for cases the bona fide third party received such property through an auction or a transaction with an another party being the owner of such property pursuant to a judgment or decision of a competent authority but thereafter such person is not the owner of the property as a result of the judgment or decision being amended or annulled.

3. The owner of a property shall have no right to reclaim the property from the bona fide third party if the transaction with such party remains valid as pscribed in Clause 2 of this Article, but the owner may proceed against the party at fault to refund appropriate expenses and compensate for his/her damage.

Chapter IX. REPRESENTATION

Article 134. Repsentation

1. Repsentation means a person (hereinafter referred to as the repsentative) acting in the name and for the benefit of another person (hereinafter referred to as the principal) enters into and performs a civil transaction within the scope of repsentation.

2. Each natural or juridical person may enter into and/or perform civil transactions through a repsentative. A natural person may not allow another person to repsent him/her; if the law provides for that they must personally enter into and perform such transaction.

3. The repsentative, if required by law, must have legal personality and/or legal capacity in accordance with the transactions that he/she enters into and performs.

Article 135. Basis for establishment of repsentation rights

Repsentation rights shall be established according to a power of attorney between a principal and a repsentative (hereinafter referred to as authorized repsentation); according to a decision of a competent authority, a charter of a juridical person or as pscribed by law (hereinafter referred to as legal repsentation).

Article 136. Legal repsentatives of natural persons

1. The father and/or mother with respect to a minor.

2. The guardian with respect to a ward. The guardian of a person with limited cognition and behavior control is a legal repsentative if appointed by a court.

3. The person appointed by a court in case where it is not able to determine the repsentative pscribed in Clause 1 and Clause 2 of this Article.

4. The person appointed by a court with respect to a person with limited legal capacity.

Article 137. Legal repsentatives of juridical persons

1. Legal repsentatives of juridical persons include:

a) The person appointed by the juridical person according to its charter;

b) The person competent to repsent as pscribed by law;

c) The person appointed by a court during the proceedings at the court.

2. Each juridical person may have multiple legal repsentatives and each repsentative is entitled to repsent the juridical person as pscribed in Articles 140 and 141 of this Code.

Article 138. Authorized repsentatives

1. Each natural or juridical person may authorize another natural or juridical person to enter into and perform a civil transaction.

2. Members of a household, co-operative group or a non-juridical person may agree to authorize another natural or juridical person to enter into and perform a civil transaction related to their common property.

3. A person aged from fifteen years to below eighteen years may be an authorized repsentative, except where the law provides for that the civil transaction must be entered into and performed by a person who has reached eighteen years of age.

Article 139. Legal consequences of repsentative acts

1. A civil transaction entered into and performed with a third person by a repsentative in accordance with his/her scope of authorization shall give rise to rights and obligations of the principal.

2. The repsentative is entitled to enter into and/or perform necessary acts to attain the objectives of the authorization.

3. In case where a repsentative still enters into or performs a civil transaction although he/she knew or should know the establishment of authorization due to misunderstanding, deception, threat or compulsion, such civil transaction shall not give rise to rights and obligations of the principal, except for the case that the principal knew or should know such misunderstanding, deception, threat or compulsion without any objection.

Article 140. Term of repsentation

1. The term of repsentation shall be determined according to a power of attorney, a decision of a competent authority, and a charter of a juridical person or as pscribed by law.

2. If it fails to determine the term of repsentation pscribed in Clause 1 of this Article, the term of repsentation shall be determined as follows:

a) If the repsentation right is determined according to a specific civil transaction, the time limit for repsentation shall be determined until the time of termination of such civil transaction;

b) If the repsentation right is not determined according to a specific civil transaction, the term of repsentation is 1 year, from the time of arising repsentation right.

3. The authorized repsentation shall terminate in any of the following cases:

a) Upon an agreement;

b) Upon expiry of the term of authorization;

c) Upon completion of the authorized tasks;

d) The principal or the repsentative unilaterally revokes the authorization;

dd) The principal or the repsentative being natural person dies; the principal or the repsentative being juridical person ceases to exist;

e) The repsentative does not meet the conditions pscribed in Clause 3 Article 134 of this Code;

g) Upon another basis that causes the failure of the repsentation.

4. The legal repsentation shall terminate in any of the following cases:

a) The principal being natural person becomes an adult or has his/her legal capacity restored;

b) The principal being person dies;

c) The principal being juridical person ceases to exist;

d) Upon another basis as pscribed in this Code and relevant laws.

Article 141. Scope of repsentation

1. Each repsentative may only enter into and/or perform civil transactions within his/her scope of repsentation according to any of the following bases:

a) The decision of the competent authority;

b) The charter of the juridical person;

c) Contents of authorization;

d) Other regulations as pscribed by law.

2. If it fails to determine the specific scope authorization pscribed in Clause 1 of this Article, the legal repsentative has the right to enter into and perform all civil transactions in the interests of the principal, unless otherwise pscribed by law.

3. A natural or juridical person may repsent multiple natural or juridical persons but he/she/it may not, on behalf of the principal, enter into and perform a civil transaction with him/her/it or with a third party that he/she/it also acts as a repsentative therefor, unless otherwise pscribed by law.

4. The repsentative must inform the parties of the scope of his/her repsentation.

Article 142. Consequences of civil transactions entered into and performed by unauthorized persons

1. A civil transaction entered into and performed by an unauthorized person repsentative shall not give rise to rights and obligations of the principal, except for any of the following cases:

a) The principal recognizes the transaction;

b) The principal knows it without any objection within an appropriate time limit;

c) It is the principal’s fault that the other party does not know or is not able to know that the person entering into and performing the civil transaction therewith was unauthorized.

2. If a civil transaction entered into and performed by an unauthorized person does not give rise to rights and obligations with respect to the principal, the unauthorized person must fulfill the obligations to the person with which he/she transacted, unless such person knew or should have known that the repsentative was unauthorized.

3. A person having transacted with an unauthorized person has the right to terminate unilaterally the performance of or to terminate the civil transaction entered into and to demand compensation for any damage, except where such person knew or should have known that the repsentative was unauthorized or the case pscribed in Point a Clause 1 of this Article.

4. If the unauthorized person and the other party in a civil transaction deliberately enter into and perform such transaction and thereby cause damage to the principal, they must jointly compensate for the damage.

Article 143. Consequences of civil transactions entered into and performed by repsentatives beyond scope of repsentation

1. A civil transaction entered into and performed by a repsentative beyond his or her scope of repsentation shall not give rise to rights and obligations of the principal with respect to that part of the transaction which exceeded the scope of repsentation, except for any of the following cases:

a) The principal gives consent;

b) The principal knows it without any objection within an appropriate time limit;

c) It is the principal’s fault that the other party does not know or is not able to know that the person entering into and performing the civil transaction therewith was beyond his/her scope of repsentation.

2. If a civil transaction entered into and performed by a repsentative beyond his/her scope of repsentation does not give rise to rights and obligations of the principal with respect to that part of the transaction, the repsentative must fulfill the obligations owning to the person with which he/she transacted in respect of the part of transaction which is beyond the scope of repsentation, unless such person knew or should have known that the scope of repsentation was exceeded.

3. A person having transacted with such repsentative has the right to terminate unilaterally the performance of or to terminate the civil transaction with respect to that part which is beyond the scope of repsentation or with respect to the entire transaction and to demand compensation for any damage, except where such person knew or should have known that the scope of repsentation was exceeded or the case pscribed in Point a Clause 1 of this Article.

4. Where a person and a repsentative enter into and perform a civil transaction deliberately beyond the scope of repsentation of the repsentative and thereby cause damage to the principal, they shall be jointly liable to compensate for the damage.

Chapter X. TIME LIMITS AND LIMITATION PERIODS

Section 1. TIME LIMITS

Article 144. Time limits

1. Time-limit means a length of time calculated from one point of time to another point of time.

2. A time-limit may be calculated by reference to minutes, hours, days, weeks, months or years, or by reference to the happening of an event.

Article 145. Methods for calculating time-limits

1. The method for calculating a time-limit shall be apply in accordance with the provisions of this Code, unless otherwise agreed or otherwise provided by law.

2. A time-limit shall be calculated according to the solar calendar, unless otherwise agreed.

Article 146. Detailed provisions on time-limits and point of time for calculating time-limits

1. Where the parties have agreed on a time-limit which is one year, half of one year, one month, half of one month, one week, one day, one hour or one minute, but such length of time is not continuous, the time-limit shall be calculated as follows:

a) One year shall be three hundred and sixty five (365) days;

b) Half of one year shall be six months;

c) One month shall be thirty (30) days;

d) Half of one month shall be fifteen (15) days;

dd) One week shall be seven days;

e) One day shall be twenty four (24) hours;

g) One hour shall be sixty (60) minutes;

h) One minute shall be sixty (60) seconds.

2. Where the parties have agreed on a point of time which is at the beginning of a month, the middle of a month or the end of a month, such point of time shall be determined as follows:

a) The beginning of a month shall be the first day of that month;

b) The middle of a month shall be the fifteenth day of that month;

c) The end of a month shall be the last day of that month.

3. Where the parties have agreed on a point of time which is at the beginning of the year, the middle of a year or the end of a year, such point of time shall be determined as follows:

a) The beginning of a year shall be the first day of January;

b) The middle of a year shall be the last day of June;

c) The end of a year shall be the last day of December.

Article 147. Commencement of time-limits

1. Where a time-limit is stated by reference to minutes or hours, it shall commence from a defined moment of time.

2. Where a time-limit is stated by reference to days, weeks, months or years, the first day of the time-limit shall not be taken into account and the time-limit shall commence from the day following the defined date.

3. Where a time-limit is stated by reference to the happening of an event, the date on which the event happens shall not be taken into account and the time-limit shall commence from the day following the date on which the event happened.

Article 148. End of time-limits

1. Where a time-limit is stated by reference to days, the time-limit shall end at the last moment of the last day of the time limit.

2. Where a time-limit is stated by reference to weeks, the time-limit shall end at the last moment of the corresponding day of the last week of the time limit.

3. Where a time limit is stated by reference to months, the time-limit shall end at the last moment of the corresponding day of the last month of the time-limit. If the month in which the time-limit ends does not have a corresponding day, the time-limit shall end on the last day of such month.

4. Where a time-limit is stated by reference to years, the time-limit shall end at the last moment of the corresponding day and month of the last year of the time-limit.

5. Where the last day of a time-limit falls on a weekend or a public holiday, the time-limit shall end at the last moment of the next working day following such day.

6. The last moment of the last day of a time-limit shall be pcisely twelve o’clock midnight on that day.

Section 2. LIMITATION PERIODS

Article 149. Limitation periods

1. Limitation period means a time-limit provided by law where, upon its expiry, a legal consequence arises as pscribed by law.

The limitation periods shall apply as pscribed in this Code and relevant laws.

2. A court only applies provisions in terms of limitation periods at the request of a party or the parties provided that such request is filed before the first trial court of first instance gives a judgment and/or a decision on settlement.

The person benefiting from the application of the limitation period may refuse to apply such limitation period, unless such refusal is aimed at evading his/her obligations.

Article 150. Types of limitation periods

1. A limitation period for enjoying civil rights is the time limit where, upon its expiry, an entity enjoys civil rights.

2. A limitation period for a release from civil obligations is the time limit where, upon its expiry, a person with civil obligations is released from the fulfillment of those civil obligations.

3. A limitation period for initiating legal action is the time-limit within which an entity has the right to initiate legal action to request a court to resolve a civil case to protect the infringed legal rights or interests of the entity. When such time-limit expires, the right to initiate such legal action shall be lost.

4. A limitation period for requesting resolution of a civil case is the time-limit within which an entity has the right to request a court to resolve a civil case in order to protect the legal rights and interests of natural persons, juridical persons, public interest and/or the interest of the State. When such time-limit expires, the right to request shall be lost.

Article 151. Method for calculating limitation periods

A limitation period shall be calculated from the first moment of time of the first day and shall end at the last moment of time of the last day of the period.

Article 152. Effectiveness of limitation periods for enjoyment of civil rights and release from civil obligations

Where the law provides for that a subject may enjoy civil rights or be released from civil obligations by reference to a limitation period, the enjoyment of civil rights or the release from civil obligations shall take effect only upon expiry of the limitation period.

Article 153. Continuity of limitation periods for enjoyment of civil rights and release from civil obligations

1. The limitation period for enjoyment of civil rights or release from civil obligations shall continue uninterrupted from its beginning to its expiry. If there is an event causing an interruption, the limitation period shall recommence from the moment when the event causing the interruption ends.

2. The limitation period for enjoyment of civil rights or release from civil obligations shall be suspended upon occurrence of any of the following events:

a) A competent authority makes a resolution with respect to the civil rights and obligations which are the subject of the limitation period;

b) Civil rights or obligations which are the subject of a limitation period are disputed by a person with related rights or obligations and they are settled by an effective judgment or decision issued by a court.

3. The limitation period shall continue uninterrupted where the enjoyment of civil rights or the release from civil obligations or the right to initiate legal action is lawfully transferred to another person.

Article 154. Commencement of limitation periods for initiating legal action for civil cases and limitation periods for requesting resolution of civil cases

1. The commencement of the limitation period for initiating legal action for a civil case shall be calculated from the date on which the eligible person knows or should know that his/her legal rights or interests are infringed, unless otherwise provided by law.

2. The commencement of the limitation period for requesting resolution of a civil case shall be calculated from the date when the right to request arises, unless otherwise provided by law.

Article 155. Non-applicability of limitation periods

A limitation period for initiating legal action for a civil case shall not apply in any of the following cases:

1. Request for the protection of personal rights not associated with property;

2. Request for the protection of ownership rights, unless otherwise provided by this Code or relevant laws.

3. Dispute over land use right as pscribed in the Law on land;

4. Other cases as provided by law.

Article 156. Time periods excluded from limitation periods for initiating legal action for civil cases and from limitation periods for requesting resolution of civil cases

The time period during which one of the following events occurs shall be excluded from limitation periods for initiating legal action for civil cases and from limitation periods for requesting resolution of civil cases:

1. An event of force majeure or other objective hindrance which renders the person with the right to initiate legal action for a civil case or make the request not able to do so within the limitation period.

An event of force majeure is an event which occurs in an objective manner which is not able to be foreseen and which is not able to be remedied by all possible necessary and admissible measures being taken.

An objective hindrance is a hindrance which in an objective context results in a person with civil rights or obligations not knowing that his or her lawful rights and interests have been infringed or not being able to exercise his or her rights or fulfill his or her civil obligations;

2. The person with the right to initiate legal action for a civil case or to make the request is a minor or a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity, and does not yet have a repsentative.

3. The repsentative of a minor or a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity has not yet been replaced in any of the following cases:

a) The repsentative being natural person dies or the repsentative being juridical person ceases to exist;

b) The repsentative, for good reasons, cannot continue his/her repsentation.

Article 157. Re-commencement of limitation period for initiating legal action for civil cases

1. The limitation period for initiating legal action for a civil case shall re-commence in any of the following cases:

a) The obligor has acknowledged part or all of its obligations to the plaintiff;

b) The obligor has acknowledged or fulfilled part of its obligations to the plaintiff;

c) The parties have become reconciled.

2. The limitation period for initiating legal action for a civil case shall re-commence from the date following the date on which the event provided in clause 1 of this Article occurs.

PART TWO

OWNERSHIP RIGHTS AND OTHER PROPERTY-RELATED RIGHTS

Chapter XI

GENERAL PROVISIONS

Section 1. Rules for establishing and exercising ownership rights and other property-related rights

Article 158. Ownership rights

Ownership rights comprise the rights of an owner to possess, use and dispose of the property of the owner in accordance with law.

Article 159. Other property-related rights

1. Other property-related rights mean rights of entities directly hold or control the property belonging to ownership rights of another entity.

2. Other property-related rights include:

a) Right to adjacent immovable property;

b) Usufruct right;

c) Surface rights.

Article 160. Rules for establishing and exercising ownership rights and other property-related rights

1. Ownership rights and other property-related rights shall be established and exercised if they are pscribed in Code and relevant laws.

Other property-related rights shall remain valid although the ownership right have been transferred, otherwise provided by this Code or relevant laws.

Article 161. Time of establishing ownership rights and other property-related rights

1. The time of establishing ownership rights and other property-related rights shall be determined as pscribed in this Code and relevant laws; if there is no relevant regulations of law, the agreement of the parties shall pvail; if there is no either relevant regulations of law or agreement of the parties, the time of establishing ownership rights and other property-related rights shall be the time when the property is transferred.

The time when the property is transferred is the time when the obligee or his/her legal repsentative possesses the property.

2. In case where the property which has been not transferred arise yield or income, such yield or income shall belong to the transferor, unless otherwise agreed.

Article 162. Bearing risks of property

1. Each owner shall bear all risks of the property under his/her ownership, unless otherwise agreed or unless otherwise pscribed by this Code or relevant laws.

2. Each holder of other property-related rights shall bear risks of the property within his/her right scope, unless otherwise agreed with the owner of the property or unless otherwise pscribed by this Code or relevant laws.

Section 2. PROTECTION OF OWNERSHIP RIGHTS AND OTHER PROPERTY-RELATED RIGHTS

Article 163. Protection of ownership rights and other property-related rights

1. No one may be illegally restricted in or deprived of his/her ownership rights or other property-related rights to his/her property.

2. In case of extreme necessity for reasons of national defense, security or national interests, the State shall affect a compulsory purchase or requisition with compensation of the property of organizations or inpiduals in accordance with the market prices.

Article 164. Measures for protection of ownership rights and other property-related rights

1. Each owner or holder of other property-related rights is entitled to self-protect and pvent anyone from infringing his/her rights by measures in accordance with regulations of law.

2. Each owner or holder of other property-related rights shall have the right to request a court or another competent authority to compel the person infringing upon their rights to return the property and terminate the acts of illegally obstructing the exercise of their ownership rights or other property-related rights, and to request compensation for any damage.

Article 165. Possession with a legal basis

1. Possession with a legal basis is the possession of a property in any of the following cases:

a) The owner possesses the property;

b) A person is authorized by the owner to manage the property;

c) A person to whom the right to possession has been transferred through a civil transaction in accordance with the provisions of law;

dd) A person who discovers and keeps stray domestic animals, poultry or raised aquatic animals in accordance with this Code and/or relevant laws;

e) Other cases as pscribed by law.

2. A possession of property which does not comply with the provisions of Clause 1 of this Article is a possession without a legal basis.

Article 166. The right to reclaim property

1. Owners and/or holders of other property-related rights shall have the right to request the persons possessing, using or receiving benefits from the property without a legal basis to return such property.

2. The owner of a property has no right to reclaim such property that is in the possession of a holder of other property-related rights.

Article 167. The right to reclaim movable property not subject to ownership right registration from bona fide possessors

Owners may reclaim movable property not subject to ownership right registration from bona fide possessors in cases where such bona fide possessors have acquired such property through unindemifiable contracts with persons who have no right to dispose of the property; in case of indemifiable contracts, the owners may reclaim the movable property if such movable property has been stolen, lost or other cases of possession against the owners’ will.

Article 168. The right to reclaim movable property subject to ownership right registration or immovable property from bona fide possessors

Owners may reclaim their movable property subject to ownership right registration and immovable property, except for cases pscribed in Clause 2 Article 133 of this Code.

Article 169. The right to request the pvention of acts of illegally obstructing the exercise of ownership rights and other property-related rights

When exercising their ownership rights or other property-related rights, the owners or holders shall have the right to request persons committing acts of illegally obstructing the exercise of their lawful ownership rights or possession rights to terminate such acts or request a court or another competent authority to compel such persons to terminate their violations.

Article 170. The right to request compensation for damage

Owners or holders of other property-related rights are entitled to request persons infringing upon their ownership rights or other property-related rights to compensate for any damage.

Section 3. RESTRICTIONS ON PROTECTION OF OWNERSHIP RIGHTS AND OTHER PROPERTY-RELATED RIGHTS

Article 171. Rights and obligations of owners and holders of other property-related rights in emergency circumstances

1. An emergency circumstance is a circumstance where in order to avert a danger actually and directly threatening the interests of the State or of a collective, or the legitimate rights or interests of their own or of other persons, a person has no alternative but to take an act which would cause lesser damage than the damage to be pvented.

2. In an emergency circumstance, the owner and holder of other property-related rights to a property must not hinder another person from using his/her own property or hinder another person from causing damage to such property in order to pvent or abate the greater danger or damage that threatens to happen.

3. The causing of damage in an emergency circumstance is not the act of infringing upon ownership rights or other property-related rights. The owner or the holder of other property-related rights shall be compensated for damage in accordance with the provisions of Article 595 of this Code.

Article 172. Obligations to protection of the environment

When exercising ownership rights and/or other property-related rights, the owner or the holder must comply with the provisions of law on environmental protection; if he/she causes environmental pollution, the owner shall have to terminate the acts which cause the pollution, to take measures to remedy the consequences and to compensate for damage.

Article 173. Obligations to respect and ensure social order and safety

When exercising ownership rights and/or other property-related rights, the owner or the holder must respect and ensure social order and safety and must not abuse his/her ownership rights to cause social disorder or unsafety, causing damage to the State interests, public interests or legitimate rights and interests of other persons.

Article 174. Obligation to respect building regulations

When constructing a project, the owners and holders of other property-related rights must comply with the law on construction, ensure safety. It may not build beyond the height and distance specified by the law on construction and infringes the legitimate rights and interests of owners of adjoining and surrounding immovable properties.

Article 175. Boundaries between immovable properties

1. The boundaries between adjoining immoveable properties shall be determined in accordance with the agreement of the owners or in accordance with a decision of the competent authority.

The boundaries may also be determined in accordance with customary practice or according to boundaries which have existed for thirty (30) or more years without dispute.

The land user may not encroach upon the boundary or change the boundary markers, including boundaries being canals, irrigation ditches, trenches, gutters or boundaries of rice fields. Each entity must respect and maintain the common boundaries.

2. A person having land use rights may use the airspace and the sub-surface according to the vertical dimensions of the boundaries around the land as pscribed by law and may not interfere with the use by other persons of the adjoining land.

A land user may only plant trees and performs other activities within the area covered by its land use rights and according to the defined boundaries. If the roots and branches of trees extend beyond the boundaries, such person must clip and prune the parts of the trees beyond the boundaries, except as otherwise agreed.

Article 176. Boundary markers separating immovable property

1. An owner of adjoining immoveable property may only erect boundary stakes and fences and build separating walls on the area covered by its land use rights.

2. Adjoining land users may agree to the erection of boundary stakes and fences, the building of separating walls and the planting of trees on the boundary for use as boundary markers between the immoveable properties, and the boundary markers shall be under the multiple ownership of such persons.

Where a boundary marker is erected on the boundary by only one party with the consent of the owner of the adjoining immoveable property, such boundary marker shall be multiple ownership property and the construction expenses shall be borne by the party having erected the marker, unless otherwise agreed. If the owner of the adjoining immoveable property does not give consent and has legitimate reason, the owner having erected the boundary stake or fence or built the separating wall must remove it.

3. With respect to boundary markers which are common house walls, the owner of the adjoining immoveable property may not cut out a window or air ventilating hole or drill the wall in order to install building structures, except with the consent of the owner of the adjoining property.

Where houses are separately built, but with adjoining walls, an owner may only drill and install building structures up to the space between the adjoining walls.

With respect to trees which are common boundary markers, the parties have equal obligations to protect the trees, and the fruits from the trees shall be distributed equally, unless otherwise agreed.

Article 177. Safety guarantee with regard to trees or constructions posing risks of causing damage

1. Where there is a danger that a tree or a construction will collapse onto an adjoining immoveable property, the owner must cut down the tree or repair or demolish the construction at the request of the owners of adjoining immovable property or a competent authority. If such person does not cut down the tree or demolish the construction, the owner of an adjoining immoveable property may request a competent authority to procure that the tree be cut down or the structure be demolished. The expenses for cutting down the tree or demolishing the construction shall be borne by the owner of the tree or the structure.

2. When digging a well or a pond or constructing underground structures, the owner of the project must do so at the distance away from the boundaries provided by the law on construction.

When constructing a hygiene construction work, a storehouse of hazardous materials and other construction works likely to cause environmental pollution, the owner of that property must build it a distance far from the markers and in reasonable location, ensure hygiene and safety and do not affect the owners of other immovable properties.

3. If damage is caused to the owners of adjoining or neighboring properties pscribed in Clauses 1 and 2 of this Article, compensation must be made.

Article 178. Installing doors and windows opening onto adjacent immovable property

Chapter XII

POSSESSION

Article 179. Concept of possession

1. Possession means that an entity holds and controls a property directly or indirectly as holder of rights to such property.

2. Possession includes possession of owners and possession of non-owners.

The possession of non-owners may not be the basis for establishment of ownership, except for the cases pscribed in Articles 228, 229, 230, 231, 232, 233 and 236 of this Code.

Article 180. Possession in good faith

Possession in good faith means the possession that the possessor has bases to believe that he/she has the right to the property under his/her possession.

Article 181. Possession not in good faith

Possession not in good faith means that the possession that the possessor knew or should have known that he/she has no right to the property under his/her possession.

Article 182. Continuous possession

1. Continuous possession of property is possession of property which occurs over a period of time without dispute relating to such property or with dispute but no effective judgment or decision on settlement of such dispute is issued, including the case when the property is delivered to another person for possession.

2. The non-continuous possession shall not be treated as the basis for psuming status and rights of possessors pscribed in Article 184 of this Code.

Article 183. Overt possession

1. Possession of property shall be deemed to be overt possession when it occurs in a transparent manner, without concealment; when property currently being possessed is used in accordance with its functions and usage and is pserved and retained by the possessor as if it were his or her own property.

2. The overt possession shall not be treated as the basis for psuming status and rights of possessors pscribed in Article 184 of this Code.

Article 184. Presuming status and rights of possessors

1. Each possessor shall be psumed in good faith. If a person believes that such possessor is not in good faith, he/she must prove it.

2. If there is a dispute over the rights to a property, the possessor of such property shall be psumed to have those rights. The disputing person must prove that the possessor have no right.

3. A person possessing in good faith, continuously and overtly shall be eligible for limitation periods for enjoying the rights and enjoy the yield and income derived from the property as pscribed in this Code and relevant laws.

Article 185. Protection of possession

When the possession is violated by another person, the possessor is entitled to, personally or through a court or a competent authority, compels the violator to terminate his/her violation, make restitution, return the property and compensate for any damage.

Chapter XIII

OWNERSHIP RIGHTS

Section 1. Contents of ownership rights

Sub-section 1. RIGHT TO POSSESS

Article 186. Right to possess of owners

Where an owner possesses its own property, such owner may do all things to keep and manage the property in accordance with his or her wishes provided that it is not contrary to law or social morals to do so.

Article 187. Right to possess of persons managing property under authorization of owner

1. When an owner authorizes another person to manage his or her property, the authorized person shall exercise the right to possess such property within the scope, in the manner and for the duration determined by the owner.

2. A person authorized to manage property is not able to become the owner of the property delivered as pscribed in Article 236 of this Code.

Article 188. Right to possess of persons to which property is delivered through civil transactions

1. Where an owner delivers property to another person through a civil transaction which does not include the transfer of ownership rights, the person to whom the property is delivered must undertake the possession of such property in a manner consistent with the purpose and content of the transaction.

2. The person to which the property is delivered has the right to use such property and is entitled to transfer the right to possess and use the property to another person if the owner so agrees.

3. The person to whom the property is delivered is not able to become the owner of that property as pscribed in Article 236 of this Code.

Sub-section 2. RIGHT TO USE

Article 189. Right to use

Right to use means the right to exploit the usage of, and to enjoy the yield and income derived from, property.

The right to use may be transferred to another person upon an agreement or as pscribed by law.

Article 190. Right to use of owners

Article 191. Right to use of non-owners

A non-owner shall have the right to use a property as agreed with the owner or as pscribed by law.

Sub-section 3. RIGHT OF DISPOSAL

Article 192. Right of disposal

Right of disposal means the right to transfer ownership rights, renounce ownership rights, right to use, or destruct the property.

Article 193. Conditions for disposal

Disposal of property must be performed by a person with legal capacity in accordance with law.

Where the law provides formalities and procedures for disposal of property, such formalities and procedures must be complied with.

Article 194. Right of disposal of owners

Owners shall have the right to sell, exchange, give, loan, bequeath, renounce or ownership rights, right to use, destruct or implement other forms of disposal in conformity with the law on property.

Article 195. Right of disposal of non-owners

A non-owner of property shall only have the right to dispose of the property pursuant to authorization from the owner or in accordance with provisions of the law.

Article 196. Restrictions on right of disposal

1. The right of disposal shall only be restricted in cases where the law so provides.

2. Where a property for sale is an historic or cultural relic as pscribed in law on cultural heritage, the State shall have the right of first refusal to purchase.

Where a natural or juridical person has the right of first refusal to purchase certain property in accordance with law, upon the sale of such property, the owner must grant such right of first refusal to purchase to such person.

Section 2. FORMS OF OWNERSHIP

Sub-section 1. THE PEOPLE’S OWNERSHIP

Article 197. Property under the people’s ownership

Land, water resources, mineral resources, resources in the waters, airspace and other natural resources and the assets invested and/or managed by the State belong to the entire people with the repsentation and centralized management of the State.

Article 198. Exercise of right of owner with respect to the people-owned property

1. The State of the Socialist Republic of Vietnam is a repsentative that exercises the rights of the owner with respect to the people-owned property.

2. The Government shall manage centrally and ensure the appropriate, efficient and economic use of the people-owned property.

Article 199. Possession, use and disposal of the people-owned property

The possession, use and disposal of the people-owned property shall be performed within the scope and in accordance with the procedures provided by law.

Article 200. Exercise of the people ownership rights with respect to property invested in enterprises

1. Where the people-owned property is invested in an enterprise, the State shall exercise the rights of the owner with respect to such property in accordance with the law on enterprises, management and use of state capital investing in business at enterprises and relevant laws.

2. Enterprises have the right to manage and use capital, land, natural resources and other property invested by the State in accordance with the relevant laws.

Article 201. Exercise of the people ownership rights with respect to property allocated to regulatory agencies and units of armed forces

1. Where property in the category of the people-owned property is allocated to a regulatory agency or unit of the armed forces, the State shall exercise the right to inspect the management and use of such property.

2. The regulatory agency or unit of the armed forces shall manage and use the property allocated by the State for the correct purpose in accordance with law.

Article 202. Exercise of the people ownership rights with respect to property allocated to political organizations, socio-political organizations, and socio-political professional organizations, social organizations and socio-professional organizations

1. Where property in the category of the people-owned property is allocated to a political organization, socio-political organization or socio-political professional organization, social organization or socio-professional organization, the State shall exercise the right to inspect the management and use of such property.

2. The political organization, socio-political organization or socio-political professional organization, social organization or socio-professional organization has the right to manage and use the property allocated to it by the State for the correct purpose, within the scope and in accordance with the methods and procedures provided by law, and consistent with the functions and duties of such organization as provided in its charter.

Article 203. Rights of natural and juridical persons with respect to use of property in category of the people-owned property

Natural and juridical persons may use land and extract aquatic resources, natural resources and other properties in the category of the people-owned property for the correct purpose and effectively and must fulfill all of their obligations to the State in accordance with law.

Article 204. Property in category of the people-owned property not having been allocated to natural and juridical persons for management

With respect to property in the category of the people-owned property which has not been allocated to a natural and juridical person for management, the Government shall organize protection, investigation and survey, and formulation of zoning in order to make such property available for use.

Sub-section 2. PRIVATE OWNERSHIP

Article 205. Private ownership and property under private ownership

1. Private ownership means the ownership by a natural person or a juridical person.

2. The quantity and value of a property under lawful private ownership shall not be restricted.

Article 206. Possession, use and disposal of property under private ownership

1. An owner has the right to possess, use and dispose of property under his or her ownership for the purpose of satisfying the needs of daily life, consumption or business activities and other purposes in accordance with law.

Sub-section 3. MULTIPLE OWNERSHIP

Article 207. Multiple ownership and types of multiple ownership

1. Multiple ownership means ownership of property by more than one owner.

2. Multiple ownership comprises ownership in common and joint ownership.

Article 208. Establishment of multiple ownership rights

Multiple ownership rights shall be created as agreed by the owners or in accordance with provisions of the law or in accordance with customary practice.

Article 209. Ownership in common

1. Ownership in common is multiple ownership whereby each owner’s share of the ownership rights with respect to the multiple ownership property is specified.

2. Each of the owners in common has rights and obligations with respect to the multiple ownership property corresponding to its share of the ownership rights, unless otherwise agreed.

Article 210. Joint ownership

1. Joint ownership means multiple ownership whereby each owner’s share of the ownership rights with respect to the multiple ownership property is not specified.

Joint ownership includes pisible joint ownership and inpisible joint ownership.

2. Joint owners have equal rights and obligations with respect to the multiple ownership property.

Article 211. Multiple ownership between communities

1. Multiple ownership between a community is the ownership by a family line, hamlet, village, tribal village, mountainous hamlet, ethnic hamlet, religious community or other community of property which is formed in accordance with customary practice, which is jointly contributed to and raised by the members of the community or which was given to the whole community, and property which is obtained from other lawful sources for the purpose of satisfying the common lawful interests of the entire community.

2. Members of a community shall jointly manage, use and dispose of multiple ownership property in the interests of the community as agreed or in accordance with customary practice, but not inconsistent with the law or social morals.

3. Multiple ownership property by a community is inpisible joint property.

Article 212. Multiple ownership between family members

1. Property of family members living together includes property that they contributed or made together and other properties whose ownership rights are established in accordance with this Code and relevant laws.

2. The possession, use and disposal of multiple ownership property by family members shall be conducted as mutually agreed. With respect to disposal of an immovable property, a movable property required registration, or a property being the primary income of the family, the agreement between all family members being adults with full legal capacity is required, unless otherwise pscribed by law.

If there is no agreement, the regulations on ownership in common pscribed in this Code and relevant laws shall apply, except for the case pscribed in Article 213 of this Code.

Article 213. Multiple ownership between husbands and wives

1. Multiple ownership between a husband and wife is pisible joint ownership.

2. A husband and wife jointly create and develop their marital property through their efforts and have equal rights to possess, use and dispose of such property.

3. A husband and wife shall discuss, agree on or authorize each other in relation to the possession, use and disposal of the marital property.

4. The marital property may be pided as agreed or pursuant to a decision of a court.

5. If a husband and wife select the regulations on property under agreement as pscribed in law on marriage and families, the marital property shall apply those regulations.

Article 214. Multiple ownership in apartment buildings

1. The areas, equipment and furnishings which are for common use in an apartment building pscribed in the Law on Housing are under multiple ownership of all owners of the apartments in the apartment building and are inpisible, unless otherwise provided by law or unless all of the owners reach some other agreement.

2. The owners of the apartments in an apartment building have equal rights and obligations with respect to the management and use of common areas and equipment pscribed in Clause 1 of this Article, unless otherwise agreed or pscribed by law.

3. Where an apartment building is destroyed, the rights of the owners of the apartment building shall be exercised in accordance with law.

Article 215. Mixed multiple ownership

1. Mixed multiple ownership means ownership of property in respect of which owners from different economic sectors contribute capital for the purpose of conducting production and business for profit-making purposes.

2. Property which is formed from sources being capital contribution by owners, lawful profits derived from production and business activities or other lawful sources in accordance with law is mixed multiple ownership property.

3. The possession, use and disposal of property under mixed multiple ownership must comply with the provisions of Article 209 of this Code and other relevant laws relating to capital contribution; to the organization and operation of production and business activities; to the administration and management of property; and to the liability for property and distribution of profits.

Article 216. Management of multiple ownership property

The owners of multiple ownership property shall manage jointly such property in accordance with the principle of unanimity, unless otherwise agreed or otherwise provided by law.

Article 217. Use of multiple ownership property

1. Each owner in common has the right to exploit, and to enjoy the yield and income derived from, the multiple ownership property in proportion to its share of the ownership rights, unless otherwise agreed or otherwise provided by law.

2. Joint owners have equal rights to exploit and to enjoy the yield and income derived from, the multiple ownership property, unless otherwise agreed.

Article 218. Disposal of multiple ownership property

1. Each owner in common has the right to dispose of its share of the ownership rights.

2. Disposal of joint property shall be implemented as agreed by the owners of the property or as provided by law.

3. Where an owner of multiple ownership property sells its share of the ownership rights, the other owners of the property have the right of first refusal to purchase such share.

Such owner may sell such share to other persons if no other owner purchases within three months in the case of immoveable property, or within one month in the case of moveable property, from the date on which the other owners received notice of the sale and the conditions of the sale. The notice must be made writing and conditions for sale applying to other owners in common shall be similar to those applying to non-owners in common.

In the case where there is a sale of a share of the multiple ownership rights in breach of this regulation on priority purchase right, within the time-limit of three months from the date of discovery of the breach, any one of the multiple owners has the right to request a court to transfer to it the rights and obligations of the purchaser; and the party at fault which caused damage shall be liable to compensate for damage.

4. Where one of the owners of immovable property renounces its share of the ownership rights or where such person dies without leaving an heir, its share of the ownership rights shall belong to the State, except in the case of multiple ownership between communities where the share of ownership rights shall belong to the remaining members.

5. Where one of the owners of movable property renounces its share of the ownership rights or where such person dies without leaving an heir, its share of the ownership rights shall belong to the remaining members.

6. Where all owners renounce their ownership rights with respect to multiple ownership property, the ownership rights shall be established as pscribed in Article 228 of this Code.

Article 219. Division of multiple ownership property

1. Where multiple ownership property is pisible, each owner has the right to request the property to be pided. If the property must be maintained within a certain period of time as agreed by all owners or as pscribed by law, each owner only has the right to request the property to be pided upon expiry of that period. Where the property is not able to be pided in kind, it shall be valued in terms of money for the purposes of pision, unless otherwise agreed.

2. Where a person requests one of the owners of multiple ownership property to fulfill a payment obligation and such owner does not have private property or sufficient private property to make the payment, the requesting person has the right to request that the multiple ownership property be pided in order to receive monetary payment and such person shall be entitled to participate in the pision of the property, unless otherwise provided by law.

If the shares of ownership rights are not able to be pided in kind or if such a pision is opposed by the remaining owners, the requesting person has the right to request the owner with the obligation to sell to sell its share of ownership rights in order to fulfill the payment obligation.

Article 220. Termination of multiple ownership

Multiple ownership shall terminate in any of the following circumstances:

1. The multiple ownership property has been pided;

2. One of the owners of the multiple ownership property is entitled to enjoy the property in its entirety;

3. The multiple ownership property no longer exists;

4. Other cases as provided by law.

Section 3. CREATION AND TERMINATION OF OWNERSHIP RIGHTS

Sub-section 1. CREATION OF OWNERSHIP RIGHTS

Article 221. Basis for establishing ownership rights

Ownership rights are created with respect to property in any of the following cases:

1. Through labour, lawful production and business activities, or creation of subjects of intellectual property rights;

2. Transfer of ownership rights as agreed or pursuant to a decision of a competent authority;

3. Receipt of yield and/or income;

4. Formation of new objects through merging, mixing or processing;

5. Inheritance of property;

6. Acquisition in accordance with law on objects of which owner is unidentified, buried or sunken objects; lost or mislaid objects, stray poultry or livestock or aquaculture stock.

7. Possession and gain from property pscribed in Article 236 of this Code;

8. Other cases as provided by law.

Article 222. Establishment of ownership rights with respect to property earned from labour and lawful business and production activities or creation of subjects of intellectual property rights

Workers and persons conducting lawful business and production activities have ownership rights with respect to property earned from labour and the lawful business and production activities from the time when such property is earned.

Person conducting creation activities has ownership rights to the property gained from those activities as pscribed in the Law on intellectual property.

Article 223. Establishment of ownership rights under agreements

A person to which property has been transferred through a contract of sale and purchase or by a gift, exchange or loan or another contract of transfer of ownership rights has the right to own such property as provided by law.

Article 224. Establishment of ownership rights with respect to yield and income

An owner or a user of property has ownership rights with respect to the yield and income derived from such property as agreed or in accordance with law from the time when such yield and income are derived.

Article 225. Establishment of ownership rights in case of merger

1. Where property of more than one owner is merged to form an inpisible object and it is not possible to determine whether the property which is merged is a primary object or an auxiliary object, the newly formed object shall be the multiple ownership property of such owners. If the property which is merged consists of a primary object and an auxiliary object, the newly formed object shall belong to the owner of the primary object from the time when the new object is formed. The owner of the new property must pay the value of the auxiliary object to its owner, unless otherwise agreed.

2. Where a person merges the moveable property of another person with his/her own moveable property, even though he/she knew or should have known that such property was not his/her own and he/she did not have the consent of the owner of the property which was merged, the owner of the property which is merged shall have one of the following rights:

a) Request the person having merged the property to deliver the new property to it and to pay the value of the property;

b) Request the person having merged the property to pay the value of the merged property and to compensate for any damage if the owner of the property which is merged does not wish to take the new property.

c) Other rights as provided by law.

3. Where a person merges the moveable property of another person with his/her own immoveable property, even though he/she knew or should have known that such property was not his/her own and he/she did not have the consent of the owner of the property which was merged, the owner of the property which is merged shall have one of the following rights:

a) Request the person having merged the property to pay the value of the merged property and to compensate for any damage;

b) Other rights as provided by law.

4. Where a person merges the immoveable property of another person with his/her own moveable property, the owner of the immovable property has the right to request such person to demolish the illegally merged property and compensate for any damage, or retain the property and pay the value of the merged property to such person, unless otherwise agreed.

Article 226. Establishment of ownership rights in case of mixing

1. Where the property of more than one owner is mixed to form a new inpisible object, the new object shall be the multiple ownership property of such owners from the moment of mixing.

2. Where a person has mixed the property of another person with its own property, even though it knew or should have known that such property is not its own and it does not have the consent of the owner of the property which has been mixed, the owner of the property which has been mixed may:

a) Request the person having mixed the property to deliver the new property to it and pay such person the value of the property of such person;

b) If the owner of the property which has been mixed does not wish to take the new property, request the person having mixed the property to pay the value of the property of the owner and to compensate for any damage.

Article 227. Establishment of ownership rights in case of processing

1. An owner of raw materials which are processed to form a new object is also the owner of the newly formed object.

2. A person using raw materials under the ownership of another person for processing who acts in good faith shall become the owner of the new property, but must pay the value of the raw materials to the owner and compensate it for any damage.

3. Where a person processes raw materials not in good faith, the owner of the raw materials has the right to request that the new object be delivered to it. Where the raw materials are owned by more than one person, such persons shall become the owners of the newly formed object in proportion to the value of the raw materials owned by each person. The owners of the raw materials processed not in good faith may request the person carrying out the processing to compensate for any damage.

Article 228. Ownership rights are established with respect to abandoned objects and objects the owner of which is not able to be identified

1. An abandoned object is an object in respect of which the owner has renounced its ownership rights.

A person finding an abandoned object which is moveable property shall have the right to own such property, unless otherwise pscribed by law. If the found object is immoveable property, it shall belong to the State.

2. A person finding an object the owner of which is not able to be identified must inform or deliver the object to the people’s committee or police station of the nearest commune in order that a public announcement may be made notifying the owner to reclaim the object.

The delivery of the object must be recorded, specifying the surnames, given names and addresses of the finder and the receiver and the condition, quantity and volume of the property delivered.

The people’s committee or police station of commune which received the object must notify the finder of the results of their inquiries in order to determine the owner.

Where the object, the owner of which is not able to be identified, is moveable property, if the owner of the object is still not able to be identified after one year from the date of the public announcement, such property shall be under the ownership of the finder in accordance with law.

Where the object is immoveable property, if the owner is still not able to be identified after five years from the date of the public announcement, such property shall belong to the State. The finder shall be entitled to enjoy a monetary reward in accordance with law.

Article 229. Establishment of ownership rights with respect to buried or sunken objects which are found

1. A person finding an object which is buried or sunken must notify and return to the owner; if the owner is not able to be identified, he/she must inform or deliver the object to the people’s committee or police station of the nearest commune or a competent authority in accordance with regulations of law.

2. Ownership rights with respect to a buried or sunken object which is found, but which has no owner or the owner of which is not able to be identified, shall be determined, after deducting search and maintenance expenses, as follows:

a) A found object which is an historic or cultural relic shall belong to the State as pscribed in Law on cultural heritage and the finder shall be entitled to enjoy a monetary reward in accordance with law.

b) A found object which is not an historic or cultural relic as pscribed in Law on cultural heritage, and which has a value equivalent up to ten-month base salary provided for by the State, shall belong to the finder; if the value of the found object is more than the equivalent of ten-month base salary provided for by the State, the finder shall be entitled to the value of ten-month base salary plus fifty (50) per cent of the remaining value of the object in excess of the ten-month base salary provided for by the State, with the remaining value belonging to the State.

Article 230. Establishment of ownership rights with respect to objects which other persons have lost or mislaid

1. A person finding an object which another person has lost or mislaid and being aware of the address of the person having lost or mislaid the object must inform or return the object to such person. If the finder is not aware of the address of the person having lost or mislaid the object, it must inform or deliver the object to the people’s committee or police station of the nearest commune in order that a public announcement may be made notifying the owner to reclaim the object.

The people’s committee or police station of commune which received the object must notify the finder of the results of their inquiries in order to determine the owner.

2. If, after one year from the date of the public announcement of the object having being found, the owner of the object is still not able to be identified or the owner does not claim the object, the ownership rights with respect to such property shall be determined as follows:

a) If the value of lost or mislaid object is up to ten-month base salary provided for by the State, it shall belong to the finder as pscribed in this Code and relevant laws; if the value of the found object is more than the equivalent of ten-month base salary provided for by the State, the finder shall be entitled to the value of ten-month base salary, deducted from pservation expenses, and plus fifty (50) per cent of the remaining value of the object in excess of the ten-month base salary provided for by the State, with the remaining value belonging to the State.

b) A lost or mislaid object which is an historic or cultural relic as pscribed in the Law on cultural heritage shall belong to the State. The finder shall be entitled to enjoy a monetary reward in accordance with law.

Article 231. Establishment of ownership rights with respect to stray domestic livestock

1. A person capturing a stray domestic livestock must take care of it and notify the people’s committee of the commune in which such person resides in order that a public announcement may be made notifying the owner to reclaim the stray domestic livestock. After 6 months or after 1 year, with regard to domestic livestock allowed to roam according to customary practice, from the date of the public announcement, the ownership rights with respect to domestic livestock and any offspring born thereof shall belong to the capturer.

2. If the owner reclaims the stray domestic livestock, he/she must pay care remuneration and other expenses for the capturer. During the period of feeding and taking care of the stray domestic livestock, the capturer shall be entitled to half of or 50% of value any offspring born. Such person must compensate for any damage if it intentionally causes the death of the stray domestic livestock.

Article 232. Establishment of ownership rights with respect to stray domestic poultry

1. Where the domestic poultry of a person is lost and captured by another person, the person having captured the stray domestic poultry must make a public announcement notifying the owner to reclaim such poultry. If no one reclaims the stray domestic poultry after one month from the date of the public announcement, it shall be under the ownership of the person having captured it.

2. An owner reclaiming the stray poultry must remunerate the person having captured it for feeding and taking care of the stray domestic poultry and any other expenses incurred. During the period of feeding and taking care of the stray domestic poultry, the person having captured it shall enjoy the benefits from the stray domestic poultry. Such person must compensate for any damage if it intentionally causes the death of the stray domestic poultry.

Article 233. Establishment of ownership rights with respect to aquaculture stock

Where the aquaculture stock of a person moves naturally into the field, pond or lake of another person, the stock shall be under the ownership of the person having such field, pond or lake. Where the aquaculture stock has special marks which make it possible to determine that it is not under the ownership of the person having such field, pond or lake, such person must make a public announcement notifying the owner to reclaim the stock. If no one reclaims the stock after one month from the date of the public announcement, it shall be under the ownership of the person having such field, pond or lake.

Article 234. Establishment of ownership rights due to inheritance

An heir shall have ownership rights with respect to inherited property in accordance with Part Four of this Code.

Article 235. Establishment of ownership rights in accordance with judgment or decision of court or in accordance with decision of another competent authority

Ownership rights may also be created on the basis of an effective judgment or decision of a court or an effective decision of another competent authority.

Article 236. Establishment of ownership rights resulting from limitation periods with respect to possession or deriving benefits from property unlawfully

A person unlawfully but in good faith possessing, or deriving benefits from, property continuously and in an overt manner for ten (10) years with respect to moveable property, and for thirty (30) years with respect to immoveable property, shall become the owner of such property from the moment of commencement of possession, unless otherwise pscribed by this Code and relevant laws.

Sub-section 2. TERMINATION OF OWNERSHIP RIGHTS

Article 237. Bases for terminating ownership rights

Ownership rights terminate in any of the following cases:

1. The owners transfers his or her ownership rights to another person;

2. The owner renounces his or her ownership rights;

3. The property is consumed or destroyed;

4. The property is realized in order to fulfill the obligations of the owner;

5. The property is requisitioned;

6. The property is confiscated;

7. Other persons have established ownership rights with respect to property in accordance with this Code;

8. Other bases as provided by law.

Article 238. Transfer of ownership rights by owner

Where an owner transfers its ownership rights to another person through a contract for sale and purchase, by exchange, gift or loan, or through inheritance, the ownership rights of the owner with respect to the property shall terminate from the time when the ownership rights of the transferee arise.

Article 239. Renunciation of ownership rights

An owner may terminate ownership rights with respect to its property by publicly declaring, or by performing certain acts evidencing, its renunciation of the right to possess, use and dispose of such property.

With respect to property the renunciation of which may harm social order or security or cause environmental pollution, the renunciation of ownership rights must comply with the law.

Article 240. Property in respect of which other persons have established ownership rights

When a person has, in accordance with Article 228 through 233 of this Code, lawfully established ownership rights with respect to an object the owner of which is not able to be identified; a buried or sunken objects; a lost or mislaid object or stray domestic livestock, poultry or aquaculture stock, the ownership rights of the person formerly having the property shall terminate.

When the ownership rights of a possessor or a person benefiting from property have been created in accordance with Article 236 of this Code, the ownership rights of the person who formally had the property shall terminate.

Article 241. Realization of property in order to fulfill obligations of owner

1. Ownership rights with respect to property shall terminate when such property is realized in order to fulfill the obligations of the owner pursuant to a decision of a court or another competent authority, unless otherwise provided by law.

2. Property which the law provides is not able to be seized may not be realized in order to fulfill the obligations of the owner.

3. The ownership rights with respect to property realized in order to fulfill the obligations of the owner shall terminate at the time when the ownership rights of the recipient of such property arise.

4. The realization of land use rights shall be carried out in accordance with the law on land.

Article 242. Destroyed property

When property is destroyed, the ownership rights with respect to such property shall terminate.

Article 243. Property which is compulsorily acquired

Where property is compulsorily acquired as pscribed by law, the ownership rights of the owner shall terminate from the time when the decision of the competent authority becomes legally effective.

Article 244. Confiscated property

Where property of an owner is confiscated and paid into the State Budget due to the owner committing a crime or an administrative offence, the ownership rights of the owner with respect to such property shall terminate from the time when the judgment or decision of the court or the decision of the competent authority becomes legally effective.

Chapter XIV

OTHER PROPERTY-RELATED RIGHTS

Section 1. Right to adjoining immovable property

Article 245. Right to adjoining immovable property

Right to adjoining immovable property means a right to be exercised on an immovable property (hereinafter referred to as obliged immovable property) to serve the exploitation of another immovable property under ownership of another person (hereinafter referred to as entitled immovable property).

Article 246. Bases for establishment of right to adjoining immovable property

The right to adjoining immovable property shall be established according to natural terrain, as pscribed by law, according to agreement or will.

Article 247. Effect of right to adjoining immovable property

The right to adjoining immovable property shall take effect to every natural and juridical person and it is transferred concurrently with the transferred immovable property, unless otherwise pscribed by law.

Article 248. Rules for exercising right to adjoining immovable property

The right to adjoining immovable property shall be exercised as agreed by the parties. If the parties fail to agree, the rules below must be followed:

1. Ensure the appropriate exploitation of the entitled immovable property in conformity with the use purposes of both entitled and obliged immovable property;

2. Do not abuse the right to the obliged immovable property;

3. Do not obstruct or hassle the exercising of right to the entitled immovable property.

Article 249. Change of exercising right to adjoining immovable property

In case the change of use or exploitation of the obliged immovable property leading the change of exercising of right to the entitled immovable property, the owner of the former immovable property must notify the owner of the latter immovable property within an appropriate period. The owner of the obliged immovable property must enable the owner of the entitled immovable property to adapt to such change.

Article 250. Obligation of owners relating to draining of rainwater

An owner of house or construction works must install water drain pipes in order that the rainwater from its roof does not run onto any adjoining immoveable properties.

Article 251. Obligation of owners relating to draining of waste water

An owner of house or construction work must install underground drains or water drainage channels to discharge waste water to the pscribed location in order that the waste water does not run and spill onto any adjoining immoveable properties or onto public streets or public places.

Article 252. Rights relating to supply and drainage of water through adjoining immoveable property

Where, due to the natural location of immoveable property, the supply and drainage of water must pass through another immoveable property, the owner of the immoveable property through which the water flows must provide an appropriate channel for the supply and drainage of water and may not hinder or pvent the flow of water.

The person using the water supply and drainage channel must minimize to the lowest possible extent any damage to the owner of the immoveable property through which the water flows when installing the water channel. If damage is caused, compensation must be made. Where water flows naturally from a higher position to a lower position and causes damage to the owner of the property through which the water flows, the person using the water supply and drainage channel shall not be liable to compensate for any damage.

Article 253. Rights relating to irrigation and water drainage in cultivation

A person having the right to use land for cultivation has the right to request neighboring land users to provide a reasonable and convenient water channel for irrigation and drainage. A person having been so requested has the obligation to grant such request. If the person using such water channel causes damage to neighboring land users, compensation must be made.

Article 254. Right of passage

1. An owner of immoveable property which is surrounded by immoveable properties of other owners such that there is no exit has the right to request one of the owners of adjoining immoveable properties to provide it with a passage to a public road on their land.

The passage shall be opened in the adjoining immoveable property which is deemed to be the most convenient and reasonable, taking into consideration the special characteristics of the location, the interests of the immoveable property which does not have an exit, and what will cause the least damage to the immoveable property through which the passage is created.

The owner of the immovable property eligible for the passage must compensate for the obliged immovable property, unless otherwise agreed.

2. The location and the length, width and height of the passage shall be agreed by the owners in order to ensure convenient passage and minimize inconvenience to the parties. If there are any disputes regarding the passage, the parties may request the authorized State body to resolve.

3. Where immoveable property is pided into more than one portion for different owners or users, upon pision, necessary passages must be provided, without compensation, to persons in the interior as provided in Clause 2 of this Article.

Article 255. Right to install electricity transmission cables and communication cables through other immoveable properties

An owner of immoveable property has the right to install electricity transmission cables and communication cables in a reasonable manner through the immoveable property of other owners, but must ensure the safety and convenience of such owners. If damage is caused, compensation must be made.

Article 256. Termination of easements over adjoining immoveable property

An easement over adjoining immoveable property shall terminate in the following circumstances:

1. The entitled immovable property and the obliged immovable property belong to ownership rights of a person;

2. The use and exploitation of the immovable property do not arise the needs of enjoying rights;

3. Upon agreement of contracting parties;

4. Other bases as provided by law.

Section 2. USUFRUCT RIGHT

Article 257. Usufruct right

Usufruct right means the right to use a property, under ownership of another entity, and enjoy its yield or income in a specific period of time.

Article 258. Bases for establishment of usufruct right

The usufruct right shall be established as pscribed by law, according to agreement or will.

Article 259. Effect of usufruct right

The usufruct right shall be established from the time of transfer of the property, unless otherwise agreed or otherwise pscribed by law.

The established usufruct right shall take effect to every natural and juridical person, unless otherwise pscribed by law.

Article 260. Time limit of usufruct right

1. The time limit of usufruct right shall be agreed by the parties or pscribed by law provided that its maximum length is the full life of the first usufructary being natural person or the period of time for which the first usufructary being juridical person exists as long as it does not exceed 30 years.

2. The usufructary has the right to lease the usufruct right within a specific period of time pscribed in Clause 1 of this Article.

Article 261. Rights of usufructary

1. On his/her own or permit another person exploit, use and enjoy yield and/or income from the object of the usufruct right.

2. Request the owner of the property perform obligation to repair the property as pscribed in Clause 4 Article 263 of this Code; if the usufructary performs the obligation on behalf of the owner of property is entitled to request the owner to refund the expenses.

3. Lease the usufruct right to the property.

Article 262. Obligations of usufructary

1. Receive property under current conditions and register it if required by law.

2. Exploit the property for appropriate purposes.

3. Preserve property as if it is his/her own property.

4. Maintain and repair property periodically to ensure the normal use; restore the status of the property and remedy the bad consequences of property due to his/her poor performance of obligations in line with technical requirements or by custom of property pservation.

5. Return the property to the owner of the expiration of usufruct time limit.

Article 263. Rights and obligations of property owner

1. Dispose property without any change of the usufruct right which has been established.

2. Request a court to deprive usufruct right from a usufructary who seriously breaches his/her obligations.

3. Do not obstruct or hassle or otherwise violate the legitimate rights and interests of the usufructary.

4. Perform obligation to repair property to ensure that there is no significant decline leading the property cannot be used or lost all its utility and value.

Article 264. Right to enjoy yield and income

1. Each usufructary has ownership right to the yield and income derived from the property being the object of the usufruct right during its effective period of time.

2. If the usufruct right cease to exist before the harvest time of yields and income, the usufructary shall, upon the harvest time, be entitled to enjoy the value of yield and income received corresponding the time that person is entitled to such usufruct right.

Article 265. Termination of usufruct right

The usufruct right shall terminate in any of the following cases:

1. The time limit of usufruct right has expired;

2. As agreed by the parties;

3. The usufructary becomes the owner of the property being the subject of the usufruct right;

4. The usufructary waives or fails to exercise the usufruct right during a time limit pscribed by law;

5. The property being subject of the usufruct right no longer exists;

6. Pursuant to a decision of a court;

7. Pursuant to other provisions of law.

Article 266. Returning property upon termination of usufruct right

The property being subject of usufruct right must be returned to the owner upon the termination of usufruct right, unless otherwise agreed or otherwise pscribed by law.

Section 3. SURFACE RIGHTS

Article 267. Surface rights

Surface rights mean an entity’s rights to the ground, water surface, space thereon and earth bowel of the land whose land use rights belong to another entity.

Article 268. Bases for establishment of surface rights

Surface rights shall be established by law, according to agreement or will.

Article 269. Effect of surface rights

Surface rights shall take effect from the point of time when the holder of land use rights transfer ground, water surface, space thereon and earth bowel of the land to the holder of surface rights, unless otherwise agreed or otherwise pscribed by law.

Surface rights shall take effect to every natural and juridical person, unless otherwise pscribed by relevant laws.

Article 270. Time limit of surface rights

1. The time limit of surface rights shall be established by law, according to agreement or will provided that it does not exceed the time limit of land use rights.

2. If the agreement or will does not mention the time limit of surface rights, each party is entitled to terminate any time provided that it provides a written notification to the other party within 6 months.

Article 271. Contents of surface rights

1. Each holder of surface rights has the right to exploit and use ground, water surface, space thereon, the water and the earth bowel of the land whose land use rights belong to another entity for construction, planting or cultivation provided that it is not contrary to the provisions of this Code, the law on land, construction, planning, resources, minerals and other provisions of relevant laws.

2. The holder of surface rights has the ownership rights to every property derived as pscribed in Clause 1 of this Article.

3. If part of the whole of surface rights is transferred, the transferee shall inherit the surface rights according to conditions and within the scope in proportion to the part or the whole transferred surface rights.

Article 272. Termination of surface rights

The surface rights shall terminate in any of the following cases:

1. The time limit of surface rights has expired;

2. The holder of surface rights and the holder of land use rights shall be the same;

3. The holder of surface rights waives his/her rights;

4. Surface rights of land use rights are appropriated as pscribed in law on land;

5. As agreed by the parties or as pscribed by law.

Article 273. Realization of property upon termination of surface rights

1. Upon the termination of surface rights, its holder must return ground, water surface, space thereon and earth bowel of the land to the holder of land use rights, unless otherwise agreed or otherwise pscribed by law.

2. The holder of surface rights must realize the property under ownership upon its termination, unless otherwise agreed.

If the holder of surface rights must realize the property under ownership upon its termination, the ownership of such property shall be transferred to the holder of land use rights from the termination time, unless the latter holder refuse such property.

If the holder of land use rights refuses the property while the property is required to be realized, the holder of surface rights must pay the property realization expenses.

PART THREE

OBLIGATIONS AND CONTRACTS

Chapter XV.

GENERAL PROVISIONS

Section 1. Bases for giving rise to and subject matter of obligations

Article 274. Obligations

Obligations means acts whereby one or more entities (hereinafter referred to as obligors) must transfer objects, transfer rights, pay money or provide valuable papers, perform other acts or refrain from performing certain acts in the interests of one or more other subjects (hereinafter referred to as obligees).

Article 275. Bases for giving rise to obligations

Obligations arise from the following bases:

1. Contracts;

2. Unilateral legal acts;

3. Unauthorized performance of acts;

4. Unlawful possession or use of or receipt of benefits from property;

5. Causing damage through unlawful acts;

6. Other bases as provided by law.

Article 276. Subject matter of obligations

1. The subject matter of an obligation may be property or acts which must be performed or acts which must not be performed.

2. The subject matter of an obligation must be defined pcisely.

Section 2. Performance of obligations

Article 277. Places for performing obligations

1. The place for performing an obligation shall be agreed by the parties.

2. Where the parties do not have an agreement, the place for performance of the obligation shall be:

a) The location of the immoveable property, if the subject matter of the obligation is immoveable property;

b) The place of residence or head office of the obligee, if the subject matter of the obligation is not immoveable property.

Where the obligee changes its place of residence or head office, it must notify the obligor of the change and must bear any increase in expenses resulting from the change in residence or head office, unless otherwise agreed.

Article 278. Time-limits for performing obligations

1. The time-limit for performing an obligation shall be as agreed by the parties or as provided by law.

2. The obligor must perform the obligation strictly in accordance with the relevant time-limit, unless otherwise pscribed by this Code or relevant laws.

If the obligor performs the obligation prior to the time-limit and the obligee accepts such performance, the obligation shall be deemed to have been fulfilled on time.

3. Where the parties do not have an agreement and the time-limit for the performance of a civil obligation is not identifiable pscribed in Clause 1 of this Article, a party may fulfill the obligation or demand the fulfillment of the obligation as the case may be at any time, but must give reasonable prior notice to the other party.

Article 279. Performance of obligations to deliver objects

1. A person having the obligation to deliver an object must take care of and pserve the object until the time of delivery.

2. Where an object to be delivered is a distinctive object, the obligor must deliver that particular object in the same condition as agreed. If the object is a fungible object, it must be delivered in accordance with the quality and quantity agreed. If there is no agreement as to the quality, the object delivered must be of average quality. If the object is an integrated object, the whole integrated object must be delivered.

3. An obligor must bear all expenses related to the delivery of an object, unless otherwise agreed.

Article 280. Performance of obligations to pay money

1. An obligation to pay money shall be performed in full, strictly on time, at the place and by the method as agreed.

2. The obligation to pay money shall include the payment of interest on principal, unless otherwise agreed.

Article 281. Performance of obligations to perform acts or not to perform acts

1. Obligation to perform an act means an obligation whereby the obligor must perform that particular act.

2. Obligation not to perform an act means an obligation whereby the obligor must not perform that particular act.

Article 282. Performance of obligations in stages

An obligation may be performed in stages if so agreed or so provided by law or pursuant to a decision of a competent authority.

The late performance of one stage of an obligation shall be deemed to be late performance of the obligation.

Article 283. Performance of obligations through third parties

With the consent of the obligee, an obligor may authorize a third person to perform an obligation on behalf of the obligor provided that the obligor shall be liable to the obligee if the third person fails to perform or performs incorrectly the obligation.

Article 284. Conditional performance of obligations

1. Where the parties have agreed on conditions for the performance of a civil obligation or where the law provides certain conditions for the performance of an obligation, the obligor must perform the obligation when such conditions are satisfied.

2. If the conditions do not occur or occur resulting from the influence of a party, Clause 2 Article 120 of this Code shall apply.

Article 285. Performance of obligations having optional subject matters

1. Obligation having an optional subject matter means an obligation the subject matter of which is one of several different items of property or acts from which the obligor may select at its discretion, except where it is agreed or provided by law that the right to select is reserved to the obligee.

2. The obligor must notify the obligee of the property or act selected in order to perform the obligation. In the case where the obligee has fixed a time-limit for performance of the obligation with a selected subject matter, the obligor must fulfill the obligation on time.

3. Where there remains only one property or one act to select, the obligor must deliver that particular property or perform that particular act.

Article 286. Performance of substitutable civil obligations

Substitutable obligation means an obligation whereby if the obligor fails to perform the original obligation, it may perform a different obligation as agreed by the obligee as a substitute for the original obligation.

Article 287. Performance of severable obligations

Where more than one person jointly performs an obligation and each person has a clearly defined share of the obligation which is severable from that of the other person, each person must perform only its own share of the obligation.

Article 288. Performance of joint obligations

1. Joint obligation means an obligation which must be performed by more than one person and which the obligee may request any one of the obligors to perform in its entirety.

2. When one person has performed an obligation in its entirety, such person may require the other joint obligors to make payment for their respective shares of the joint obligation to such person.

3. Where an obligee designates one person from amongst the joint obligors to perform an entire obligation and later releases that person, the other obligors shall also be released from performing the obligation.

4. Where an obligee releases one of the joint obligors from its share of the joint obligation, the other obligors must, nevertheless, perform jointly their respective shares of the obligation.

Article 289. Performance of obligations for joint obligees

1. Civil obligation for joint obligees means an obligation whereby each joint obligee may require the obligor to perform the obligation in its entirety.

2. An obligor may perform its obligation with respect to any one of the joint obligees.

3. Where one of the joint obligees releases the obligor from performing the share of the obligation owed to such joint obligee, the obligor must, nevertheless, perform the remaining shares of the obligation owed to the other joint obligees.

Article 290. Performance of pisible obligations

1. Divisible obligation means an obligation the subject matter of which is a pisible object or an act which is able to be pided into portions for the purpose of performance.

2. An obligor may perform the obligation in stages, unless otherwise agreed.

Article 291. Performance of inpisible obligations

1. Inpisible obligation means an obligation the subject matter of which is an inpisible object or an act which must be performed in its entirety at the one time.

2. Where several persons must perform an inpisible obligation, they must perform the obligation in its entirety at the same time.

Section 3. SECURITY FOR PERFORMANCE OF OBLIGATIONS

Sub-section 1. GENERAL PROVISIONS

Article 292. Types of security for performance of obligations

Types of security for the performance of obligations comprise the following:

1. Pledge of property;

2. Mortgage of property;

3. Deposit;

4. Security collateral;

5. Escrow deposit;

6. Title retention;

7. Guarantee;

8. Fidelity guarantees;

9. Lien on property.

Article 293. Scope of security for performance of obligations

1. An obligation may be fully or partly secured, as agreed or as provided by law. If there is no agreement on or if the law does not provide, the scope of the security, the obligation, including the obligation to pay interest and to compensate for any damage, shall be deemed to be fully secured.

2. Secured obligations may comprise current obligations, future obligations and conditional obligations.

3. With respect to a future obligation which is going to arise within a guaranteed time limit, it shall be the secured obligation, unless otherwise agreed.

Article 294. Security for performance of future obligations

1. With respect to a future obligation, the parties may agree on the scope of the secured obligation and the deadline by which the secured obligation must be performed, unless otherwise pscribed by law.

2. When the future obligation arises, the parties are not required to re-establish the security for such obligation.

Article 295. Collateral

1. Collateral must be under the ownership rights of the securing party, except for the cases of lien on property or title retention.

2. Collateral may be described generally but must be identified.

3. Collateral may be existing property or off-plan property.

4. The value of collateral may be greater, equal or smaller than the value of the secured obligation.

Article 296. Single item of property used as security for performance of several obligations

1. A single item of property may be used as security for performance of several obligations if, at the time of establishment of the security transaction, the value of such property is greater than the total aggregate value of the secured obligations, unless otherwise agreed or otherwise provided by law.

2. Where a single item of property is used as security for performance of several obligations, the securing party must notify the later secured party that the security property is being used as security for performance of other obligations. The provision of security on each occasion must be made in writing.

3. Where the security property must be realized in order to satisfy one obligation which has fallen due, the other obligations which have not yet fallen due shall also be deemed due and all secured parties shall be entitled to take part in the realization. The secured party which provided notice of realization of the property shall be responsible for realizing the property, unless otherwise agreed by the secured parties.

If the parties wish to continue to fulfill the obligations which have not yet fallen due, they may agree that the securing party will use other property as security for performance of the obligation which has fallen due.

Article 297. Effectiveness against third parties

1. Security shall take effect against a third party from the time of registration of such security or the secured party keeps or possess the collateral.

2. When the security takes effect against a third party, the secured party is entitled to reclaim the collateral and the payment pscribed in Article 308 of this Code and relevant laws.

Article 298. Registration of security

1. Security shall be registered as agreed by the parties or provided by law.

The registration shall be the condition for a secured transaction become valid only the case as pscribed by law.

2. A registered security shall take effect against third party from the time of registration.

3. The registration of security shall comply within regulations of law on registration of security.

Article 299. Cases of realization of collateral

1. An obligator fails to perform or perform not as agreed an obligation when it falls due.

2. An obligator must perform the secured obligation before time limit due to his/her violation against the obligation as agreed or pscribed by law.

3. Other cases as agreed by the parties or pscribed by law.

Article 300. Notification of realization of collateral

1. Before a collateral is realized, a secured party must notify the securing party and other secured parties of the realization of the collateral within a reasonable time limit.

If the collateral at risk of being damaged resulting in diminished value or lose the entire value, a secured party may realize it immediately and notify the securing party and other secured parties of the realization of such asset.

2. If the secured party does not notify the realization of collateral as pscribed in Clause 1 of this Article that cause damage to the securing party and/or other secured parties, compensation must be made.

Article 301. Giving collateral for realization

The holder of collateral is obliged to give it to the secured party for realization in any of the cases pscribed in Article 299 of this Code.

If the holder of collateral fails to give the asset, the secured party is entitled to request a court for settlement, unless otherwise pscribed by relevant laws.

Article 302. Right to reclaim collateral

The securing party may reclaim the collateral if, before the realization of the collateral, it completely performs its obligations and pay all expenses incurred for the late performance of obligations, unless otherwise pscribed by law.

Article 303. Methods of realizing collateral

1. The securing party and the secured party may agree any of the following methods of realizing collateral:

a) Put collateral up for an auction;

b) The secured party sells collateral itself;

c) The secured party accepts the collateral as substitutions for the performance of obligations of the securing party;

d) Other methods.

2. If there is no agreement on methods of realizing collateral as pscribed in Clause 1 of this Article, the collateral shall be put up for auction, unless otherwise pscribed by law.

Article 304. Selling collateral

1. The collateral shall be put up for auction as pscribed by law on property auction.

2. The collateral sold by the secured party must comply with the regulations on property sale in this Code and the regulations below:

a) The payment amount derived from the realization of collateral shall comply with Article 307 of this Code;

b) The owner of collateral and the person competent to realize the collateral, upon the completion of the sale, shall comply with procedures for transfer of ownership rights to the buyer.

Article 305. Acceptance of the collateral as substitution for the performance of obligations of the securing party

1. The secured party may accept the collateral as substitution for the performance of obligations of the securing party if agreed by the parties.

2. If there is no agreement pscribed in Clause 1 of this Article, the secured party may only accept the collateral as substitution for the performance of obligations of the securing party with the written consent of the securing party.

3. Where the value of the collateral is greater than the value of the secured obligation, the secured party must pay the difference amount to the securing party; where the value of the collateral is less than the value of the secured obligations then the unpaid obligations become unsecured obligations.

4. The securing party is obliged to follow the procedures for transfer of ownership rights to the secured party as pscribed by law.

Article 306. Valuation of collateral

1. The securing party and the secured party may agree on collateral prices or have the collateral valuated by an asset valuation organization upon the realization of the collateral.

If there is no agreement mentioned above, the collateral shall be valuated by an asset valuation organization.

2. The valuation of the collateral must be objective and in conformity with market price.

3. The asset valuation organization must compensate for any damage to the securing party and/or the secured party during the process of valuation due to its legal violations.

Article 307. Payment of the sum of money obtained from the realization of collateral

1. The sum of money obtained from the realization of the collateral after deducting from the cost of pservation, capture and realization of the collateral shall be paid in order of priority specified in Article 308 of this Code.

2. Where the sum of money obtained from the realization of the collateral, after deducting from the cost of pservation, seizure and realization of the collateral is greater than the value of secured obligations, the difference amount must be paid to the securing party.

3. Where the sum of money obtained from the realization of the collateral, after deducting from the cost of pservation, seizure and realization of the collateral is less than the value of secured obligations, part of the unpaid obligations are defined as unsecured obligations, unless the parties otherwise agree additional collateral. The secured party may request the obligor to perform the unpaid secured obligations.

Article 308. Order of priority for payment between joint secured parties

1. When an asset is used to secure the performance of many obligations, payment priority order between the joint secured parties shall be determined as follows:

a) If all types of security take effect against a third party, the order of priority for payment shall be determined according to the order of effect against the third party;

b) If there are some types of security take effect against a third party while some types of security do not take effect against the third party, the payment of obligations with security taking effect against the third party shall be given priority;

c) If all types of security do not take effect against a third party, the order of priority for payment shall be determined according to the order of establishment of types of security.

2. The order of priority for payment pscribed in Clause 1 of this Article may be changed as agreed by the parties. The subrogating party of the right to priority of payment shall only be given priority within the secured extent of the subrogated party.

Sub-section 2. PLEDGE OF PROPERTY

Article 309. Pledge of property

Pledge of property means the delivery by one party (hereinafter referred to as the pledgor) of property under its ownership to another party (hereinafter referred to as the pledgee) as security for the performance of an obligation.

Article 310. Effectiveness of pledge of property

1. Agreement on pledge of property shall take effect from the time of concluding, unless otherwise agreed or pscribed by law.

2. Pledge of property shall take effect against third party from the time at which the pledgee keeps the pledged property.

If an immovable property is the subject of pledge as pscribed in law, the pledge on immovable property shall take effect against third party from the time of registration.

Article 311. Obligations of pledgors

1. Deliver the pledged property to the pledgee as agreed.

2. Notify the pledgee of any third person rights with respect to the pledged property. In the case of failure to provide such notice, the obligee shall have the right to cancel the contract of pledge of property and demand compensation for damage or the right to maintain the contract and agree on the rights of the third person with respect to the pledged property.

3. Pay the pledgee reasonable expenses for taking care of and pserving the pledged property, unless otherwise agreed.

Article 312. Rights of pledgors

1. Require the pledgee to suspend use of the pledged property in cases provided in Clause 3 of Article 314 of this Code if the pledged property is in danger of losing its value or depciating in value as a result of such use.

2. Require the pledgee to hold the pledged property to return the pledged property and related documents after the obligation secured by the pledge has been fulfilled.

3. Require the pledgee to compensate for any damage caused to the pledged property.

4. Sell, substitute, exchange, or give the pledged property to other property if so agreed by the pledgee or pscribed by law.

Article 313. Obligations of pledgees

1. Take care of and pserve the pledged property; if the pledgee loses or damages the pledged property, the pledgee must compensate the pledgor for the damage.

2. Do not sell, exchange, give or use the pledged property as security for the performance of another obligation.

3. Do not lease, lend, exploit the yield or income derived from, the pledged property, unless otherwise agreed.

4. Return the pledged property and related documents upon fulfillment of the secured obligation or where the pledge is substituted with another security.

Article 314. Rights of pledgees

1. Require a person unlawfully possessing or using the pledged property to return the property.

2. Demand the realization of the pledged property in accordance with the methods as agreed or as provided by law.

3. Lease, lend, exploit, and to enjoy the yield and income derived from, the pledged property if so agreed.

4. Receive reimbursement of reasonable expenses incurred in taking care of the pledged property upon returning the pledged property to the pledgor.

Article 315. Termination of pledges on property

A pledge of property shall terminate in any of the following cases:

1. The obligation secured by the pledge has terminated;

2. The pledge has been cancelled or substituted with another security;

3. The pledged property has been realized;

4. As agreed by the parties.

Article 316. Return of pledged property

Where a pledge of property is terminated in accordance with Clause 1 or Clause 2 of Article 315 of this Code or as agreed by parties, the pledged property and documents evidencing the ownership rights with respect to the property shall be returned to the pledgor. Any yield and income derived from the pledged property shall also be returned to the pledgor, unless otherwise agreed.

Sub-section 3. MORTGAGES ON PROPERTY

Article 317. Mortgage of property

1. Mortgage of property means the use by one party (hereinafter referred to as the mortgagor) of property under the ownership of the obligor as security for the performance of an obligation to the other party (hereinafter referred to as the mortgagee) without transferring such property to the mortgagee.

2. The mortgaged property shall be held by the mortgagor. The parties may agree to deliver the mortgaged property to a third person to hold.

Article 318. Mortgaged property

1. Where entire immoveable property or moveable property having auxiliary objects is mortgaged, such auxiliary objects shall also form part of the mortgaged property, unless otherwise agreed.

2. Where a portion of immoveable property or moveable property having auxiliary objects is mortgaged, such auxiliary objects shall also form part of the mortgaged property, unless otherwise agreed by the parties.

3. With respect to mortgage on land use rights that property on land is owned by the mortgagor, such property shall also part of the mortgaged property, unless otherwise agreed.

4. Where mortgaged property is insured, the mortgagee must notify the insurer that the insured property is being mortgaged. The insurer shall pay the insured sum directly to the mortgagee upon occurrence of an insured event.

If the mortgagee failed to notify the insurer that the insured property was mortgaged, the insurer shall pay the insured sum in accordance with the insurance contract and the mortgagor shall be obliged to make payment to the mortgagee.

Article 319. Effectiveness of mortgage of property

1. Agreement on mortgage of property shall take effect from the time of concluding, unless otherwise agreed or pscribed by law.

2. The mortgage of property shall take effect against third party from the time of registration.

Article 320. Obligations of mortgagor

1. Transfer documents related to the mortgaged property, unless otherwise agreed or pscribed by law.

2. Take care of and pserve the mortgaged property.

3. If the mortgaged property is in danger of losing its value or depciating in value due to its exploitation, to take necessary remedial measures, including ceasing the exploitation of the mortgaged property.

4. When the mortgaged property is damaged, the mortgagor is obligated to, within a reasonable period, repair or substitute another property with equivalent value, unless otherwise agreed.

5. Provide information about the actual condition of the mortgaged property to for the mortgagee.

6. Deliver the mortgaged property to the mortgagee for realization in one of the cases pscribed in Article 299 of this Code.

7. Notify the mortgagee of any third person rights with respect to the mortgaged property (if any). In the case of failure to provide such notice, the mortgagee shall have the right to cancel the contract of mortgage of property and demand compensation for damage or the right to maintain the contract and agree on the rights of the third person with respect to the mortgaged property.

8. Do not sell, exchange or give the mortgaged property, except in the cases provided in Clauses 4 and 5 of Article 321 of this Code.

Article 321. Rights of mortgagor

1. Exploit, and to enjoy the yield and income derived from, the property, except where the yield and income also form part of the mortgaged property as agreed.

2. Invest in order to increase the value of the mortgaged property.

3. Recover the mortgaged property and related documents held by a third person when the obligation secured by the mortgage is terminated or is substituted by other security.

4. Sell or replace mortgaged property being goods rotating during the production and business process. In the case of a sale of mortgaged property being goods rotating during the production and business process, the right to require the purchaser to pay money, the proceeds received or the assets formed from the proceeds received shall form the mortgaged property in substitution for the property which was sold.

When a warehouse is mortgaged, the mortgagor may substitute goods in the warehouse but must ensure the value of the goods in the warehouse remains the value agreed.

5. Sell, exchange or give mortgaged property not being goods rotating during the production and business process with the consent of the mortgagee or as pscribed by law.

6. Lease or lend the mortgaged property provided that notice must be provided to the lessee and the borrower that the property is being mortgaged and that the mortgagee must also be notified that such notice has been provided.

Article 322. Obligations of mortgagees

1. Where the parties agree that the mortgagee will hold the documents relating to the mortgaged property, to return to the mortgagor such documents upon termination of the mortgage.

2. Follow procedures for realization of mortgaged property in accordance with regulations of law.

Article 323. Rights of mortgagees

1. Examine and inspect directly the mortgaged property provided that such examination and inspection does not hinder or cause difficulty to the use and exploitation of the mortgaged property.

2. Require the mortgagor to provide information on the current status of the mortgaged property.

3. Require the mortgagor to apply necessary measures to pserve the property and the value of the property if there is a danger that use and exploitation of the mortgaged property will cause loss of value or depciation in value of the property.

4. Conduct the registration of mortgage as pscribed by law.

5. Require the mortgagor or a third person holding the mortgaged property to deliver it to the mortgagee for realization if, upon expiry of the term for fulfillment of the obligation, the obligor has failed to perform or performed incorrectly the obligation.

6. Hold documents related to mortgaged property as agreed by parties, unless otherwise pscribed by law

7. Follow procedures for realization of mortgaged property as pscribed in Article 299 of this Code.

Article 324. Rights and obligations of third parties holding mortgaged property

1. A third person holding mortgaged property has the following rights:

a) Exploit the property if so agreed;

b) Receive remuneration and be reimbursed for expenses incurred in taking care of and pserving the mortgaged property, unless otherwise agreed.

2. A third person holding mortgaged property has the following obligations:

a) Take care of and pserve the mortgaged property, and to compensate for any damage if the third person loses the mortgaged property or causes the mortgaged property to lose its value or depciate in value;

b) Cease the exploitation of the property if it is in danger of losing its value or depciating in value;

c) Return the mortgaged property to the mortgagee or mortgagor as agreed or pscribed by law.

Article 325. Mortgage on land use rights without mortgage of property on land

1. With respect to mortgage on land use rights without mortgage property on that land but the land user is also the owner of the property on land; such property shall also part of the realized property, unless otherwise agreed.

2. With respect to mortgage on land use rights that the land user is not also the owner of the property on land, such owner may keep using such land within his/her rights and obligations during the realization of the land use rights. The rights and obligations of the mortgagor in relation with the owner of the property on land shall be transferred to the transferee of the land use rights, unless otherwise agreed.

Article 326. Mortgage of property on land without mortgage on land use rights

1. With respect to mortgage of property on land without mortgage on land use rights but the owner of the property on land is also the land user, such land use rights shall also part of the realized property, unless otherwise agreed.

2. With respect to mortgage of property on land without mortgage on land use rights that the owner of the property on land is not also the land user, the transferee of property on land may keep using such property within the transferred rights and obligations from the owner of the property on land during the realization of the land use rights, unless otherwise agreed.

Article 327. Termination of property mortgages

A mortgage of property shall terminate in any of the following cases:

1. The obligation which is secured by the mortgage has terminated;

2. The mortgage of the property has been cancelled or substituted with another security;

3. The mortgaged property has been realized;

4. As agreed by the parties.

Sub-section 4. DEPOSIT, SECURITY COLLATERAL, ESCROW DEPOSIT

Article 328. Deposit

1. Deposit is an act whereby one party (hereinafter referred to as the depositor) transfers to another party (hereinafter referred to as the depositary) a sum of money or pcious metals, gemstones or other valuable things (hereinafter referred to as the deposited property) for a period of time as security for the entering into or performance of a contract.

2. Upon a contract being entered into or performed, any deposited property shall be returned to the depositor, or deducted from the amount of an obligation to pay money. If the depositor refuses to enter into or perform the contract, the deposited property shall belong to the depositary. If the depositary refuses to enter into or perform the contract, it must return the deposited property and pay an amount equivalent to the value of the deposited property to the depositor, unless otherwise agreed.

Article 329. Security collateral

1. Security collateral is an act whereby a lessee of a movable property transfers a sum of money or pcious metals, gems or other valuable things (hereinafter referred to as security collateral property) to the lessor for a specified time limit to secure the return of the leased property.

2. In cases where the leased property is returned, the lessee shall be entitled to reclaim the security collateral property after pay the rental; if the lessee does not return the leased property, the lessor shall be entitled to reclaim the leased property; if the leased property is no longer available for the return, the security collateral property shall belong to the lessor.

Article 330. Escrow deposit

1. Escrow deposit is an act whereby an obligor deposits a sum of money, pcious metals, gems or valuable papers into an escrow account at a credit institution to secure the performance of an obligation.

2. In cases where the obligor has failed to perform or has improperly performed an obligation, the obligee shall be entitled to receive payment and compensation for damage caused by the obligor from the bank where the escrow deposit is affected, after deducting the bank service charges.

3. The procedures for making deposits and making payments shall be as provided by the law.

Sub-section 5. TITLE RETENTION

Article 331. Title retention

1. In a sale contract, the ownership of property of the seller may remain until the buyer pays the purchase price in full.

2. Title retention must be made in a separate document or included in the sale contract.

3. The title retention shall take effect against third party from the time of registration.

Article 332. Right to reclaim property

If the buyer fails to fulfill the payment obligation for the seller as agreed, the seller is entitled to reclaim the property. The seller shall refund the paid amount by the buyer deducted from the depciated value due to use. Where the buyer lost or damaged property, the seller has the right to claim damages.

Article 333. Rights and obligations of the buyer

1. Using the property and enjoying the yield and income derived therefrom within the effective term of title retention.

2. Facing the risks of the property within the effective term of the title retention, unless otherwise agreed.

Article 334. Termination of title retention

The title retention shall terminate in any of the following cases:

1. Payment obligation fulfilled completely by the buyer;

2. The seller receives the property under title retention back;

3. As agreed by the parties.

Sub-section 6. GUARANTEES

Article 335. Guarantees

1. Guarantee means an undertaking made by a third person (hereinafter referred to as the guarantor) to an obligee (hereinafter referred to as the creditor) to perform an obligation on behalf of an obligor (hereinafter referred to as the principal debtor) if the obligation falls due and the principal fails to perform or performs incorrectly the obligation.

2. The parties may agree that the guarantor shall only be obliged to perform the obligation if the principal debtor is incapable of performing it.

Article 336. Scope of guarantees

1. A guarantor may guarantee an obligation in whole or in part on behalf of a principal debtor.

2. A guaranteed obligation includes interest on the principal, penalties and compensation for any damage and interest on late payment, unless otherwise agreed.

3. The parties may agree on using security as property to secure the performance of guaranteed obligation.

4. If the obligation to guarantee is an obligation arising in the future, the scope of guarantee is exclusive of any obligations arising after the guarantor being natural person dies or the guarantor being juridical person ceases to exist.

Article 337. Remuneration

The guarantor shall be entitled to receive remuneration if so agreed by the guarantor with the principal debtor.

Article 338. Joint guarantors

When more than one person guarantee an obligation, those persons must perform jointly the guarantee, except where it is agreed or provided by law that the guarantee comprises separate portions. The obligee may require any of the joint guarantors to perform the obligation in its entirety.

Where one of the joint guarantors has performed the entire obligation on behalf of the principal debtor, the guarantor may require the other guarantors to perform their respective portions of the obligation with respect to that guarantor.

Article 339. Relationship between guarantors and creditors

1. If the principal fails to perform or performs incorrectly the obligation, the creditor is entitled to request the guarantor to fulfill the guaranteed obligation , unless contracting parties has agreed that the guarantor only be required to perform the obligation on behalf of the principal debtor in case of the failure to perform obligation by the principal debtor.

2. A creditor may not require a guarantor to perform an obligation on behalf of the principal debtor until the obligation falls due.

3. Where a guarantor is able to offset an obligation with a principal debtor, a guarantor does not have to perform the guaranteed obligation.

Article 340. Rights to require of guarantors

Each guarantor may require the principal debtor to indemnify the guarantor to the extent of the guarantee, unless otherwise agreed.

Article 341. Discharge from guaranteed obligations

1. Where the guarantor must perform the guaranteed obligation but the creditor discharges the guarantor from an obligation, the principal debtor is discharged from performance of the obligation with respect to the creditor, except where it is agreed or provided by law.

2. Where one person from amongst the joint guarantors is discharged from the performance of its portion of the guaranteed obligation, the other joint guarantors must, nevertheless, perform their portion of the guaranteed obligation.

3. Where one person from amongst the joint creditors discharge the guarantor from the performance of its portion of the guaranteed obligation, the guarantor must, nevertheless, perform their portion of the guaranteed obligation with respect to remaining joint creditors.

Article 342. Civil liability of guarantor

1. If the principal debtor fails to perform or perform incorrectly the obligation, the guarantor is obligated to perform such obligation.

2. If the guarantor performs incorrectly the guaranteed obligation, the creditor is entitled to request the guarantor to pay the value of the breached obligation and compensate for any damage.

Article 343. Termination of guarantees

A guarantee shall terminate in any of the following cases:

1. The obligation secured by the guarantee terminates;

2. The guarantee is cancelled or is substituted by another security;

3. The guarantor has satisfied the guaranteed obligation;

4. As agreed by the parties.

Sub-section 7. FIDELITY GUARANTEES

Article 344. Fidelity guarantees provided by socio-political organizations

A socio-political organization at the grassroots level may provide a fidelity guarantee in order that poor inpiduals and households are able to borrow sums from banks or other credit institutions for purposes of production, business or provision of services in accordance with the regulations of law.

Article 345. Formalities and contents of fidelity guarantees

A loan guaranteed by a fidelity guarantee must be made in writing with certification of a socio-political organization in terms of conditions and circumstances of the borrower.

The agreement on fidelity guarantee must specify the loan amount, the purpose of loan, the term of loan, the interest rate, and the rights, obligations and responsibilities of the borrower, the lending bank or credit institution and the guarantor organization.

Sub-section 8. LIEN ON PROPERTY

Article 346. Lien on property

Lien on property means that the obligee (hereinafter referred to as the lienor) who is legally possessing the property being an object of a bilateral contract is entitled to retain the property when the obligor fails to perform the obligations or has performed the obligations not strictly as agreed upon.

Article 347. Establishment of lien on property

1. Lien on property shall arise from the due time for performance of obligation that the obligor failed to perform or perform incorrectly the obligation.

2. Lien on property shall take effect against third party from the time of possession of the possessor.

Article 348. Rights of lienors

1. Request the obligor to fulfill completely the obligations arising from a bilateral contract.

2. Require the obligor to pay expenses necessary for taking care of and keeping such property.

3. Exploit the property to obtain yield and income therefrom with the consent of the obligor.

The value of benefits from the exploitation of the property shall be offset against the value of the obligation of the obligor.

Article 349. Obligations of lienors

1. Take care and pserve the property

2. Do not change the status of the property.

3. Do not transfer or use the property without the consent of the obligor.

4. Return the property upon the complete performance of the obligation.

5. Compensate for lost or damaged property.

Article 350. Termination of lien on property

A lien on property shall terminate in any of the following cases:

1. The lienor actually no longer retains the property;

2. Contracting parties shall agree on another security instead of retain on property;

3. upon the complete performance of the obligation;

4. The property ceases to exist;

5. As agreed by the parties.

Section 4. CIVIL LIABILITY

Article 351. Civil liability arising from breach of civil obligations

1. An obligor which fails to perform or performs incorrectly an obligation has civil liability to the obligee.

Breach of obligations means that the obligor fails to perform the obligations on time, perform the obligations incompletely or incorrectly.

2. Where an obligor is not able to perform a civil obligation due to an event of force majeure, it shall not have civil liability, unless otherwise agreed or otherwise provided by law.

3. An obligor shall not have civil liability if it is able to prove that failure to perform an obligation is due entirely to the fault of the obligee.

Article 352. Responsibility for continuing performing obligations

When an obligor perform its obligations improperly, the obligee is entitled to request the obligor to continue perform such obligations.

Article 353. Late performance of civil obligations

1. Late performance of a civil obligation is the failure to have performed the civil obligation in whole or in part as at the expiry of the time-limit for the performance of such obligation.

2. The party being late in performance of a civil obligation must notify immediately the obligee about the failure to have performed the civil obligation in a timely manner.

Article 354. Postponement of performance of civil obligations

1. When it is not possible to perform a civil obligation on time, the obligor must inform immediately the obligee and may suggest postponement of performance of the civil obligation.

In the case of failure to notify the obligee, the obligor must compensate for any damage arising, unless otherwise agreed or unless it was impossible to provide notification due to objective reasons.

2. The obligor may postpone the performance of the obligation only if the obligee consents. The performance of the civil obligation in this case of postponement shall be deemed to be performance in a timely manner.

Article 355. Late acceptance of performance of civil obligations

1. The late acceptance of the performance of a civil obligation is where the time-limit for the fulfillment of the civil obligation has expired and the obligor has already fulfilled the civil obligation as agreed but the obligee does not accept the performance of such obligation.

2. When the subject matter of late acceptance of performance of a civil obligation is property, the obligor may hand over the property to a bailee must or take the necessary measures to take care of the property and is entitled to demand reimbursement of reasonable expenses. If the property is kept by a bailee, the obligor must notify the obligee.

3. The obligor has the right to sell property which is in danger of being damaged or of deteriorating, and shall pay the proceeds of sale of such property to the obligee after deducting necessary expenses for the pservation and sale of the property.

Article 356. Civil liability for failure to perform obligations to deliver objects

1. Where an obligor fails to deliver a distinctive object, the obligee has the right to require the obligor to deliver that particular object. If the object no longer exists or is damaged, the obligor must pay the value of the object.

2. Where an obligor fails to deliver a fungible object, the obligee has the right to require the obligor to deliver another fungible object. If there is no fungible object, the obligor must pay the value of the object.

3. Where an obligor fails to perform an obligation as provided in clauses 1 and 2 of this article and causes damage to the obligee, the obligor must compensate for any damage.

Article 357. Liability for late performance of the obligation to pay

1. Where the obligor makes late payment, then it must pay interest on the unpaid amount corresponding to the late period.

2. Interest arising from late payments shall be determined by agreement of the parties, but may not exceed the interest rate specified in paragraph 1 of Article 468 of this Code; if there no agreement mentioned above, the Clause 2 of Article 468 of this Code shall apply.

Article 358. Civil liability for failure to perform obligations to perform acts or not to perform acts

1. Where an obligor fails to perform an act which it must perform, the obligee has the right to request the obligor to perform the act, or the obligee may perform the act or assign the performance of the act to another person and to require the obligor pay reasonable expenses incurred and compensate for any damage.

2. Where a person has an obligation not to perform an act but, nevertheless, performs such act, the obligee has the right to require the obligor to cease performing the act, make restitution and compensate for any damage.

Article 359. Liability for late acceptance of performance of civil obligations

An obligee which is late in accepting the performance of a civil obligation, and thereby causes damage to the obligor, must compensate the obligor for any damage and shall accept all risks arising from the time when acceptance fell due, unless otherwise agreed or otherwise provided by law.

Article 360. Liability for compensation due to breach of obligations

With respect to damage caused by breach of an obligation, the obligor must compensate for the whole damage, unless otherwise agreed or pscribed by law.

Article 361. Damage caused by breach of obligations

1. Damage caused by breach of obligations comprises physical damage and spiritual damage.

2. The physical damage means those actual physical losses, comprising loss of property, reasonable expenses to pvent, mitigate or restore damage, and the actual loss or reduction of income.

3. Spiritual damage means losses related to life, health, honor, dignity or reputation and other personal benefits of an entity.

Article 362. The obligation to pvent or limit damage

The obligee must adopt the necessary and reasonable measures to pvent or limit its damage.

Article 363. Compensation for damages in case of the aggrieved party at fault

Where the breach of the obligations and damage incurred due to part of the fault of the aggrieved party, the violating party only be required to pay damages corresponding to its degree of fault.

Article 364. Fault in civil liability

Fault in civil liability includes intentional fault and unintentional fault.

Intentional fault means that a person is fully aware that its act will cause damage to another person but, nevertheless, performs the act and, irrespective of whether or not it so wishes, allows the damage to occur.

Unintentional means that a person does not foresee that its act is capable of causing damage, even though it knows or should know that the damage will occur, or where it does foresee that such act is capable of causing damage but believes that the damage will not occur or will be able to be pvented.

Section 5. TRANSFER OF RIGHT TO DEMAND AND TRANSFER OF CIVIL OBLIGATIONS

Article 365. Transfer of right to demand

1. A party having the right to demand the performance of a civil obligation may transfer such right to demand to a subrogatee of the obligee as agreed, except in the following cases:

a) The right is the right to demand support or the right to demand compensation for any damage resulting from harm to life, health, honor, dignity or reputation;

b) The obligee and the obligor agree that the right to demand may not be transferred;

2. Where a person having a right to demand transfers such right to a subrogatee, the subrogatee of the obligee shall become the person having the right to demand. The transfer of right to demand does not require the consent of the obligor.

A person transferring a right must notify the obligor in writing of the transfer of the right to demand, unless otherwise agreed. If the person transferring the right fails to notify the obligor thereby the obligor incurs expenses, the person transferring the right must pay for those expenses.

Article 366. Obligation to provide information and documents

1. A person transferring a right to demand must provide the necessary information and the relevant documents to the subrogatee of the obligee.

2. A person transferring a right to demand and breaching the provisions in Clause 1 of this Article, thereby causing damage, must compensate for such damage.

Article 367. No liability after transfer of right to demand

A person transferring a right to demand shall not be liable for the capability of the obligor to perform the obligation, unless otherwise agreed.

Article 368. Transfer of right to demand performance of secured civil obligations

Where a right to demand the performance of a secured civil obligation is transferred, the transfer of the right to demand shall include the security.

Article 369. Right to refuse of obligors

1. Where the obligor is not notified of the transfer of the right to demand or where the subrogatee of the obligee does not prove the authenticity of the transfer of the right to demand, the obligor has the right to refuse to perform the obligation with respect to the subrogatee of the obligee.

2. Where the obligor is not notified of the transfer of the right to demand and has already fulfilled the obligation with respect to the person having transferred the right to demand, the subrogatee of the obligee may not demand the obligor to perform the obligation with respect to that subrogatee.

Article 370. Transfer of civil obligations

1. An obligor may transfer a civil obligation to a subrogatee of the obligor with the consent of the obligee, except where the obligation is personal to the obligor or where the law provides that the obligation may not be transferred.

2. Upon a transfer of the obligation, the subrogatee of the obligor shall become the obligor.

Article 371. Transfer of secured civil obligations

Where a secured civil obligation is transferred, the security shall terminate, unless otherwise agreed.

Section 6. TERMINATION OF CIVIL OBLIGATIONS

Section 372. Termination of civil obligations

A civil obligation shall terminate in any of the following cases:

1. The obligation is fulfilled;

2. The parties so agree;

3. The obligee waives performance of the obligation;

4. The obligation is substituted by another civil obligation;

5. The obligation is offset;

6. The obligee and the obligor merge;

7. The limitation period for a release from the civil obligation has expired;

8. The obligor being a natural person dies, or the obligor being a juridical person ceases to exist, and the obligation must be performed by that particular natural person or juridical person;

9. The obligee being a natural person dies and the right to demand does not form part of the bequeathed estate, or the obligee being a juridical person ceases to exist and the right to demand is not able to be transferred to another juridical person;

10. A distinctive object which is the subject matter of the civil obligation no longer exists and is substituted by another civil obligation.

11. Other cases as provided by law.

Article 373. Fulfillment of civil obligations

The civil obligation shall be deemed to be have been fulfilled when the obligor has performed the obligation in its entirety, or has performed a portion of the obligation and the obligee waives any further performance.

Article 374. Fulfillment of civil obligations where obligees are late in accepting subject matter of obligations

When an obligee is late in accepting the subject matter of an obligation which is an object, the obligation to deliver an object shall be fulfilled at the moment when the object is deposited for bailment as pscribed in Clause 2 Article 355 of this Code.

Article 375. Termination of civil obligations by agreement

Parties may agree to terminate a civil obligation at any time but must not cause damage to the interests of the State or the public or the legal rights or interests of other persons.

Article 376. Termination of civil obligations due to waiver

1. A civil obligation shall terminate when the obligee waives the obligation of the obligor, unless otherwise provided by law.

2. When a secured civil obligation is waived, the security arrangement shall also terminate.

Article 377. Termination of civil obligations by substitution

1. Where parties agree to substitute an original civil obligation with another civil obligation, the original civil obligation shall terminate.

2. A civil obligation shall also terminate if the obligee has accepted another property or the performance of another act as a substitute for the property or act pviously agreed.

3. Where a civil obligation is an obligation to support others or to compensate for any damage due to harm to life, health, honor, dignity or reputation, or another personal obligation which is not able to be transferred to other persons, such obligation may not be substituted with another obligation.

Article 378. Termination of civil obligations where obligations are offset

1. Where parties have reciprocal obligations with respect to fungible objects, when both obligations fall due, the parties shall not be required to perform their obligations to each other, and the obligations shall be deemed to have terminated, unless otherwise provided by law.

2. Where the values of properties or acts are not equivalent, the parties shall settle with each other the difference in value.

3. Objects having monetary value may be used to offset an obligation to pay money.

Article 379. Cases where civil obligations may not be offset

A civil obligation may not be offset in the following cases:

1. The civil obligation is in dispute;

2. The obligation is to compensate for harm to life, health, dignity, honor or reputation;

3. The obligation is to support others;

4. Other obligations as provided by law.

Article 380. Termination of civil obligations upon merger of obligor and obligee

A civil obligation of an obligor shall terminate when the obligor becomes the obligee with respect to that particular obligation.

Article 381. Termination of civil obligations due to expiry of duration of waiver of civil obligation

Upon expiry of the duration of waiver of a civil obligation, the obligation shall terminate.

Article 382. Termination of civil obligations when obligor being natural person dies or when obligor being juridical person ceases to exist

Where parties have agreed or the law provides that an obligation must be performed by a particular obligor, when such natural person dies or such juridical person ceases to exist, the obligation shall terminate.

Article 383. Termination of civil obligations when distinctive objects no longer exist

An obligation to deliver a distinctive object shall terminate when such distinctive object no longer exists.

Parties may agree on the substitution of such object with another object or on compensation for any damage.

Article 384. Termination of civil obligations in cases of bankruptcy

In cases of bankruptcy, civil obligations shall terminate in accordance with the Law on bankruptcy.

Section 7. CONTRACTS

Sub-section 1. ENTERING INTO CIVIL CONTRACTS

Article 385. Definition of civil contract

Civil contract means an agreement between parties in relation to the establishment, modification or termination of civil rights and obligations.

Article 386. Offers to enter into civil contracts

1. Offer to enter into a contract means a clear expssion by the offeror of its intention to enter into a contract and to be bound by such offer made to another specific party or the public (hereinafter referred to as the offeree).

2. Where an offer to enter into a contract has specified the time for reply and the offeror enters into a contract with a third person during the time-limit for reply by the offeree, if the offeror fails to enter into the contract with the offeree and the offeree suffers damage, the offeror must compensate the offeree for such damage.

Article 387. Information in entering into contracts

1. Each party must notify the other party of any piece of information affecting the acceptance of offer to enter into the contract by the latter party.

2. When a party receives any secret information from the other party during the process of entering into the contract, it must protect that information and may not use it for its own purposes or other illegal purposes.

3. Any party violating Clause 1 or Clause 2 of this Article thereby causes damage must compensate for it.

Article 388. Time-limit within which offer to enter into contract remains effective

1. The time-limit within which an offer to enter into a contract remains effective shall be determined as follows:

a) Where an offeror has specified such time-limit;

b) Where an offeror has not specified the time-limit, the offer to enter into the contract is effective as from the time the offeree receives the offer.

2. The following cases shall be deemed to be receipt of an offer to enter into a contract:

a) The offer is delivered to the place of residence if the offeree is a natural person, or the offer is delivered to the head office if the offeree is a juridical person;

b) The offer is placed into the official information system of the offeree;

c) When the offeree knows about the offer to enter into a contract by way of other means.

Article 389. Modification or withdrawal of offers to enter into contracts

1. An offeror may modify or withdraw an offer to enter into a contract in the following cases:

a) If the offeree receives notice of modification or withdrawal of the offer prior to or at the same time as receipt of the offer;

b) The offeror clearly specified the circumstances in which the offer could be modified or withdrawn and such circumstances have in fact arisen.

2. When the offeror modifies the contents of the offer, that offer shall be deemed to be a new offer.

Article 390. Rescission of offers to enter into contracts

If the offeror exercises the right to rescind the offer to enter into a contract on the ground that such right was specified in the offer, the offeror must notify the offeree and such notice shall only be effective if the offeree receives the notice prior to the offeree providing its acceptance of the offer to enter into the contract.

Article 391. Termination of offers to enter into contracts

An offer to enter into a civil contract shall terminate in the following cases:

1. The offeree replies that the offer is accepted.

2. The offeree replies that the offer is not accepted;

3. The time-limit for acceptance has expired;

4. When notice of modification or withdrawal of the offer becomes effective;

5. When notice of rescission of the offer becomes effective;

6. As agreed by the offeror and the offeree within the time-limit within which the offer to enter into a contract remains effective.

Article 392. Amendment of offer proposed by offeree

When an offeree accepts the offer to enter into a contract but specifies conditions or amendments to the offer, the offeree shall be deemed to have made a new offer.

Article 393. Acceptance of offers to enter into contracts

1. Acceptance of an offer to enter into a contract means a reply by the offeree to the offeror accepting the entire contents of the offer.

2. The silence of the offeree shall not mean an acceptance of the offer to enter into the contract, unless it is agreed upon or habit established by the parties.

Article 394. Time-limits for acceptance of offers to enter into civil contracts

1. Where an offeror has specified a time limit for reply, a reply accepting shall only be effective if it is made within that time limit. If the offeror receives an acceptance after the time-limit has expired, such acceptance shall be deemed to be a new offer from the party which is late in replying.

When the offeror does not specify the time limit for reply, the reply accepting shall only be effective if it is made within reasonable period.

2. If a notice of acceptance of an offer to enter into a contract arrives late for objective reasons which the offeror knows or should know, such notice shall still be effective, unless the offeror immediately replies that it does not agree with such acceptance by the offeree.

3. Where the parties communicate directly, including conversations by telephone or other means of communication, the offeree must reply immediately as to whether or not it will accept, except where there is an agreement on the time-limit for reply.

Article 395. Cases where offeror dies or lacks of legal capacity or has limited cognition and behavior control

Where the offeror dies or lacks of legal capacity or has limited cognition and behavior control after the offeree has replied accepting the offer, the offer to enter into a contract shall still be valid, unless the contents of contract is associated with the personal identity of the offeror.

Article 396. Cases where offeree dies or lacks of legal capacity or has limited cognition and behavior control

Where the offeree dies or lacks of legal capacity or has limited cognition and behavior control after the offeree has replied accepting the offer, the offer to enter into a contract shall still be valid, unless the contents of contract is associated with the personal identity of the offeror.

Article 397. Withdrawal of notice of acceptance to enter into contract

The offeree may withdraw notice of acceptance to enter into a contract if such notice arrives prior to or at the same time as the offeror receives the reply accepting the offer to enter into a contract.

Article 398. Contents of contracts

1. The contracting parties may agree on the contents of a contract.

2. A contract may have the following contents:

a) Subject matter of the contract;

b) Quantity and quality;

c) Price and method of payment;

d) Time-limit, place and method of performing the contract;

dd) Rights and obligations of the parties;

e) Liability for breach of contract;

g) Methods of settlement of disputes.

Article 399. Places for entering into contracts

The place where a contract is entered into shall be as agreed by the parties; if there is no agreement, such place shall be the residence of the inpidual, or the head office of the legal entity, having made the offer to enter into the contract.

Article 400. Time when contracts are entered into

1. A contract is entered into at the time when the offeror receives the reply accepting to enter into the contract.

2. If the parties have agreed that silence shall constitute an acceptance within a time limit, the contract shall also be deemed to be entered into when such time-limit has expired.

3. The time when an oral contract is entered into is the time when the parties have reached agreement on the contents of the contract.

4. The time when a written contract is entered into shall be the time when the last party signs the contract or by other forms of written acceptance.

If a contract is entered into orally and then it is made in writing, the time when the contract is entered into shall be determined as pscribed in Clause 3 of this Article.

Article 401. Effectiveness of contracts

1. A contract legally entered into shall take effect from the time when it is entered into, unless otherwise agreed or otherwise provided by law.

2. From the effective date of the contract, contracting parties must mutually exercise rights and perform obligations as agreed. A contract may be amended or terminated as agreed by the parties or pscribed by law.

Article 402. Principal types of contracts

Contracts comprise the following principal types:

1. A bilateral contract is a contract whereby each party has an obligation to the other;

2. A unilateral contract is a contract whereby only one party has an obligation;

3. A principal contract is a contract the effectiveness of which does not depend on another contract;

4. An ancillary contract is a contract the effectiveness of which depends on a principal contract;

5. A contract for the benefit of a third person is a contract whereby contracting parties must perform obligations for the benefit of a third person and the third person enjoys benefits from such performance;

6. A conditional contract is a contract the performance of which depends on the occurrence, modification or termination of a specified event.

Article 403. Appendices to contracts

1. Appendices providing details on certain terms and conditions of a contract may be attached to the contract. The appendices shall have the same effectiveness as the contract. The contents of the appendices shall not contradict the contents of the contract.

2. If the terms and conditions of the appendices contradict the terms and conditions of the contract, such terms and conditions of the appendices shall be ineffective, unless otherwise agreed. If the parties agree that the terms and conditions of the appendices contradict the terms and conditions of the contract, the terms and conditions of the contract which are contradicted shall be deemed to have been amended.

Article 404. Interptation of contracts

1. Where a contract contains terms and conditions which are unclear, the interptation of such terms and conditions shall be based not only on the wording of the contract but also on the mutual intentions of the parties during the process prior to and after the time of establishment and performance of the contract.

2. Where a term of a contract may be interpted in different ways, it shall be interpted in the way which, when effective, will best benefit the parties.

3. Where the wording of a contract may be interpted in different ways, such wording shall be interpted in the way most appropriate to the nature of the contract.

4. Where a contract contains a term or wording which is difficult to understand, such term or wording shall be interpted in accordance with the customary practice of the place where the contract was entered into.

5. Where there is a conflict between the mutual intentions of the parties and the wording used in the contract, the mutual intentions of the parties shall be used in order to interpt the contract.

Article 405. Standard form contracts

1. Standard form contract means a contract containing terms and conditions which are ppared by a party based on a standard form requiring the other party to reply within a reasonable period of time. If the offeree accepts, it shall be deemed to have accepted the entire contract provided by the offeror.

The standard form contract must be public in order for the parties to know or should know the contents of the contract.

Procedures for announcement of standard form contract shall comply with regulations of law.

2. Where a standard form contract contains terms and conditions which are unclear, such terms and conditions shall be interpted in a manner favoring the offeree.

3. Where a standard form contract contains provisions exempting the party providing such standard form contract from liability, or increasing the liability of or waiving legitimate interests of the other party, such provisions shall be ineffective, unless otherwise agreed.

Article 406. General trading conditions in concluding contracts

1. General trading conditions are stable terms announced by a party to apply to the offeree; if the offeree accepts the contract is then deemed to accept these terms.

2. General trading conditions shall be effective only with the parties as long as these conditions have been publicly in order for the parties to know or should know them.

The procedures for announcement of general trading conditions shall comply with regulations of law.

3. The general trading conditions must ensure equality between the parties. If the general trading conditions contain provisions on discharge of liability from the party giving the general trading conditions, increase of responsibility or removal of the legitimate interests of the other party, these provisions do not take effect, unless otherwise agreed.

Article 407. Invalid civil contracts

1. The provisions on invalid civil transactions in Articles 123 to 138 inclusive of this Code shall also govern invalid contracts.

2. Invalidity of a principal contract shall terminate an ancillary contract, unless the parties agree that the ancillary contract replaces the principal contract. This provision shall not apply with respect to security for the performance of civil obligations.

3. Invalidity of an ancillary contract shall not terminate the principal contract, unless the parties agree that the ancillary contract is an inseparable part of the principal contract.

Article 408. Invalidity of civil contracts due to impossibility of performing subject matter

1. If, immediately as from the time a contract is signed, it is impossible to perform the subject matter of the contract for objective reasons, the contract shall be invalid.

2. If, when entering into a contract, one party knew or should have known that it was impossible to perform the subject matter of the contract for objective reasons but failed to notify the other party which entered into the contract, the former party must compensate the latter party for damage, unless the latter party knew or should have known that it was impossible to perform the subject matter of the contract.

3. The provision in Clause 1 and Clause 2 of this Article shall also apply to a contract containing one or more parts with subject matter which is impossible to perform, but the remaining parts of the contract shall remain valid.

Sub-section 2. PERFORMANCE OF CONTRACTS

Article 409. Performance of unilateral contracts

With respect to a unilateral contract, the obligor must perform the obligation strictly as agreed. The obligor may only perform the obligation prior to or after the time-limit with the consent of the obligee.

Article 410. Performance of bilateral contracts

1. With respect to a bilateral contract, where the parties have agreed on a time limit for the performance of an obligation, each party must perform its obligation when the obligation falls due. One party may not postpone performance by reason of the other party not having performed the obligations owed to the former party, except in the cases provided in Articles 411 and 413 of this Code.

2. Where the parties have no agreement on which party will perform its obligation first, the parties must perform their obligations concurrently; where obligations are not able to be performed concurrently, the obligation the performance of which will take longer shall be performed first.

Article 411. Right to postpone performance of civil obligations in bilateral contracts

1. The party which is required to perform its obligation first has the right to postpone the performance of such obligation, if the property of the other party has substantially decreased in value such that its obligation is not able to be performed as undertaken, until the other party is able to perform its obligation or has a guarantor.

2. The party which is required to perform its obligation last has the right to postpone the performance of such obligation when it falls due if the party which was required to perform its obligation first failed to do so when such obligation fell due.

Article 412. Lien on property in bilateral contracts

If the obligor fails to perform his/her obligations, the obligee shall establish the right to lien on property of the obligor as pscribed in Article 346 to Article 350 of this Code.

Article 413. Obligations not able to be performed due to fault of obligee

With respect to a bilateral contract, when one party is not able to perform its obligations due to the fault of the other party, the former party has the right to demand the latter party to continue to perform its obligation with respect to the former party or has the right to cancel the contract and demand compensation for damage.

Article 414. Failure to perform obligations not due to fault of parties

With respect to a bilateral contract, when one party is not able to perform its obligations but there is no fault of any party, the party not being able to perform does not have the right to demand the other party to perform its obligation with respect to the former party. When one party has performed part of its obligations, such party has the right to demand the other party to perform its corresponding obligation with respect to the former party.

Article 415. Performance of contracts for benefit of third parties

Where a contract is performed for the benefit of a third person, the third person has the right to demand personally the obligor to perform the obligations with respect to such third person. If there is a dispute between the parties over the performance of the contract, the third person does not have the right to demand performance until the dispute is resolved.

An obligee also has the right to demand the obligor perform a contract for the benefit of a third person.

Article 416. Right to waive of third persons

1. Where a third person waives its right to benefits prior to the performance of an obligation by an obligor, the obligor shall not be required to perform the obligation but must notify the obligee, the contract shall be deemed to be cancelled, and each party shall return anything it has received from the other party.

2. If a third person waives its must compensate if the failure to notify causes damage.

Article 424. Cancellation of the contract due to late performance of obligations

1. Where the obligor fails to perform the obligations that the obligee requests in a reasonable period of time but the obligor still fails to perform, the obligee may cancel the contract.

2. If, due to the nature of the contract or by the will of the parties, the contract will not achieve the objective if it is not performed within a certain time limit, but the obligor fails to perform that contract upon the expiry date of such time limit, the obligee has the right to cancel the contract without adherence to Clause 1 of this Article.

Article 425. Cancellation of the contract due to inability to perform

Where the obligor cannot perform part or all of its obligations to make the purpose of the obligee may not be reached, the obligee party can cancel the contract and claim damages.

Article 426. Cancellation of the contract in the case of lost or damaged property

Where a party losses or causes damage to property being the subject of a contract that cannot be refunded or compensated by other property or cannot be repaired or replaced with the same type of property, the other party may cancel contract.

The violating party shall compensate in cash equal to the value of lost or damaged property, unless otherwise agreed or stipulated in Clause 2, Clause 3, Article 351 and Article 363 of this Code.

Article 427. Consequences of cancellation of contracts

1. When a contract is canceled, the contract is void from the time of signing; the parties do not have to fulfill the obligations agreed upon, except for agreement on fines against violations, compensation and settlement of disputes.

2. The parties must return to each other what they have received after deducting from the reasonable costs of contract performance and cost of pservation and development of property.

The refund is made in kind. In case it cannot be returned in kind, it is worth the money to repay.

Where the parties are jointly obliged to refund, the refund must be made at the same time, unless otherwise agreed or otherwise provided by law.

3. The aggrieved party shall be compensated due to breach of obligations of the other party.

4. The settlement of the consequences of the cancellation of the contract relating to personal rights shall comply with this Code and other relevant law provisions.

5. In case of canceling the contract without grounds specified in Articles 423, 424, 425 and 426 of this Code, the cancellation of the contract is determined as the violating party to perform its obligations and responsibilities to comply with its obligations under the provisions of this Code, other relevant laws.

Article 428. Unilateral termination of performance of contracts

1. A party has the right to terminate unilaterally the performance of a contract without any compensation for damage when a party violates its obligations seriously if so agreed by the parties or so provided by law.

2. A party terminating unilaterally the performance of a contract must notify the other party immediately of its termination of the contract and must compensate if the failure to notify causes damage.

3. Where the performance of a contract is terminated unilaterally, it shall terminate from the time when the other party is notified of the termination. In such case, the parties are not required to continue to perform their obligations, except for agreement on fines for violations, compensation for damage and settlement of disputes. A party which has already performed its obligation may demand the other party to make payment for the performed obligation.

4. The aggrieved party shall receive a compensation for damage caused by the improper performance of obligation by the violating party.

5. If a contract is terminated unilaterally without any basis pscribed in Clause 1 of this Article, the party terminating unilaterally the performance of the contract shall be deemed to be the violating party and must perform civil liability as pscribed in this Code and relevant laws.

Article 429. Limitation period for initiating legal action with respect to contracts

The limitation period for initiating legal action to request a court to resolve a dispute relating to a contract is three years from the date on which the party entitled to request knows or should know that their lawful rights and interests are infringed.

Chapter XVI

COMMON CONTRACTS

Section 1. SALE CONTRACTS OF PROPERTY

Article 430. Sale contract of property

Sale contract means an agreement between parties whereby a seller is obligated to transfer the ownership rights of property to the purchaser and the purchaser is obligated to make a payment to the seller.

Sale contracts of houses or sale contracts of houses for other purposes shall comply with this Code, the Law on Housing and relevant laws.

Article 431. Subject matter of sale contracts

1. Each property pscribed in this Code may be the subject matter of a sale contract. If a property is banned or restricted from transfer as pscribed by laws, it shall become a subject matter of a sale contract if it complies with the regulations of such laws.

2. The property is under ownership of the seller and the seller has the right to sell it.

Article 432. Quality of objects for sale

1. The quality of an object for sale and purchase shall be as agreed by the parties.

2. Where the quality of an object has been proclaimed or is provided by a competent authority, the quality of the object agreed by the parties shall not be lower than the quality proclaimed standard or the stipulations of the competent authority.

3. Where parties have not agreed on or agree unclearly on the quality of the object for sale, its quality shall conform to requirements pertaining to quality of the object proclaimed or pscribed by a competent authority or by industry standards.

If there is no quality standard, regulations of a competent authority and industry standard in terms of an object for sale, its quality shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract and as pscribed in the Law on consumers’ right protection.

Article 433. Price and method of payment

1. Price shall be as agreed by the parties or as determined by a third person at the request of the parties. With respect to property in a transaction for which a competent authority has provided price and method of payment, the parties shall reach an agreement in accordance with such regulations.

2. Where parties reach no agreement or reach an agreement with unclear terms about price and method of payment, the price shall be determined according to the market price and the method of payment shall be determined according to the customary practice at the time and place of entering into the contract.

Article 434. Time limits for performance of sale contracts

1. The time limit for performance of a sale contract shall be as agreed by the parties. The seller must deliver the property to the purchaser at the agreed time. The seller may only deliver the property prior to the time limit with the consent of the purchaser.

3. The purchaser shall make the payment according to the agreed time. Where the parties have no agreement or have an unclear agreement on the time-limit for payment, the purchaser must pay immediately upon receipt of the property or documents proving the ownership of the property.

Article 435. Place for delivery of property

The place for delivery of the property shall be as agreed by the parties. If there is no agreement, Clause 2 of Article 277 of this Code shall apply.

Article 436. Method for delivery of property

1. Property shall be delivered by the method as agreed by the parties. If there is no agreement on the method for delivery of the property, the property shall be delivered at one time directly to the purchaser.

2. If the parties agreed that the seller shall deliver property to the purchaser many times, but the seller violates obligation of delivery in a certain time, the purchaser may cancel the part of contract related to such violation and claim compensation.

Article 437. Liability in respect of delivery of objects in incorrect quantities

1. Where a seller delivers objects in a quantity which is more than that agreed, the purchaser has the right to accept or not to accept the excess. If it accepts the excess, payment shall be made in accordance with the agreement on the excess.

2. Where a seller delivers objects in a quantity which is less than that agreed, the purchaser has one of the following rights:

a) Accept the amount delivered and set a time-limit for the seller to deliver the amount outstanding;

b) Accept the amount delivered and demand compensation for damage;

c) Cancel the contract and demand compensation for damage if the violation pvents the purchaser from achieving the purposes of enter into the contract.

Article 438. Liability in respect of delivery of incomplete integrated objects

1. Where an integrated object is delivered incomplete, thereby rendering the object unusable, the purchaser has one of the following rights:

a) Accept the object and demand the seller to deliver the remaining parts, demand compensation for damage, and postpone payment in respect of the parts received until the missing parts are delivered;

b) Cancel the contract and demand compensation for damage.

2. Where a purchaser has paid for, but not yet accepted, the delivery of an incomplete integrated object, the purchaser shall be paid interest on the amount p-paid as agreed by the parties provided it does not exceed the interest rate pscribed in Clause 1 Article 468 of this Code. If the parties do not agree the interest rate, Clause 2 Article 468 of this Code shall apply and the purchaser may demand the seller to compensate for damage due to the delivery of the incomplete integrated object from the time when the contract is required to be performed to the time when the complete integrated object is delivered.

Article 439. Liability in respect of delivery of objects of incorrect type

Where an object delivered is of an incorrect type, the purchaser has one of the following rights:

1. Accept the object and pay the agreed price;

2. Demand delivery of an object of the correct type and compensation for damage;

3. c) Cancel the contract and demand compensation for damage if the delivery of incorrect type pvents the purchaser from achieving the purposes of enter into the contract.

With regard to an object including many types, if the seller fails to deliver it in conformity with the agreement, the purchaser may cancel the part of contract related to such object and claim compensation.

Article 440. Obligation to make payment

1. A purchaser must pay the full price at the agreed place and time.

2. If the parties only agree on time limit for delivery of object, the time limit for payment shall be determined equivalent to the time limit for delivery of object. If the parties do not agree on time limit for delivery of object and payment, the purchaser must make payment upon the receipt of the object.

3. If the purchaser fails to make payment, he/she/it must pay interest on the late payment as pscribed in Article 357 of this Code.

Article 441. Transfer of risks

1. The seller shall bear all risks of the property until the property is delivered to the purchaser, the purchaser shall bear all risks of the property from the time of acceptance of the property, unless otherwise agreed or pscribed by law.

2. Where the law requires that ownership rights with respect to property which is the subject matter of a contract for sale and purchase must be registered, the seller bear all risks until the completion of the registration procedures and the purchaser bear all risks from the completion of the registration procedures, unless otherwise agreed.

Article 442. Transport costs and costs related to transfer of ownership rights

1. Transport costs and costs related to transfer of ownership rights shall be agreed by the parties, unless otherwise pscribed by law.

2. Where the parties do not reach an agreement or reach an unclear agreement on transport costs and costs related to transfer of ownership rights, those costs shall be determined according to the costs proclaimed or pscribed by a competent authority or industry standards.

3. If there is no basis pscribed in Clause 1 and Clause 2 of this Article, the transport costs and costs related to transfer of ownership rights shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract.

4. Where the parties have not agreed on and the law does not provide transport costs and costs related to transfer of ownership rights, the seller shall be liable for the costs of transportation to the place of delivery of the property and the costs related to the transfer of the ownership rights.

Article 443. Obligation to provide information and instructions for use

A seller has the obligation to provide a purchaser with necessary information on the property for sale and instructions on the use of the property. If the seller fails to perform this obligation, the purchaser has the right to require the seller to perform such obligation within a reasonable time limit and, if the seller still fails to perform such obligation that pvents the purchaser from achieving the purposes of entering into the contract, the purchaser has the right to cancel the contract and demand compensation for damage.

Article 444. Assurances as to ownership rights of purchasers with respect to purchased property

1. A seller has the obligation to assure that the ownership rights with respect to the property sold to a purchaser are not disputed by a third person.

2. Where ownership rights with respect to property are disputed by a third person, the seller must support the purchaser in protecting the interests of the purchaser. If a third person has the ownership rights with respect to all or part of the property for sale and purchase, the purchaser has the right to cancel the contract and require the seller to compensate for damage.

3. Where a purchaser knows or should know that property for sale and purchase is under the ownership of a third person but, nevertheless, purchases the property, the purchaser must return the property to the owner and does not have the right to demand compensation for damage.

Article 445. Assurances as to quality of objects for sale

1. A seller must assure the utility value or the characteristics of the object for sale and purchase. If, after having purchased an object, a purchaser discovers defects which cause the object to lose its value or diminish its utility value, the purchaser must notify the seller immediately of such defects and has the right to require the seller to repair or replace the defective object with another object, to reduce its price and to compensate for damage, unless otherwise agreed.

2. A seller must assure that an object for sale corresponds to descriptions on any package, to any trademark or to any sample selected by the purchaser.

3. A seller shall not be liable for any defect of an object in the following cases:

a) Where the purchaser knew or should have known of the defect at the time of purchase;

b) Where the object was sold at an auction or a second-hand shop;

c) Where the purchaser was at fault for causing the defect.

Article 446. Warranty obligation

If agreed by parties or provided by law, a seller has the obligation to provide a warranty for the object for sale and purchase for a certain period, hereinafter referred to as the warranty period.

The warranty period shall be calculated from the time when the purchaser has the obligation to accept the object.

Article 447. Right to claim on warranty

If a purchaser discovers a defect in a purchased object during the warranty period, it has the right to require the seller to repair the object free of charge, or reduce its price or replace it with another object, or it has the right to return the object in exchange for a refund.

Article 448. Repairs of objects during warranty periods

1. A seller must repair a defective object and assure that it satisfies the quality standards or characteristics as undertaken.

2. A seller shall pay the costs for repairing a defective object and for transporting it from the place of residence or head office of the purchaser to the place of repair and vice versa.

3. A purchaser has the right to require the seller to complete the repairs within a time limit agreed by the parties or within a reasonable time. If the seller is not able to make or complete the repairs within such time, the purchaser has the right to demand a price reduction or replacement of the defective object with another object, or it has the right to return the object in exchange for a refund.

Article 449. Compensation for damage during warranty periods

1. In addition to demanding the performance of warranty obligations, a purchaser has the right to require the seller to compensate for damage caused during the warranty period due to technical defects of the object.

2. A seller shall not be liable to compensate for damage if it is able to prove that the damage was caused due to the fault of the purchaser. The seller shall be entitled to a reduction in the amount of compensation for the damage where the purchaser has failed to take all necessary measures available to it to mitigate the damage.

Article 450. Sale of property rights

1. Where property rights are sold, a seller must deliver the relevant documents and complete the procedures for transferring the ownership rights to the purchaser and the purchaser must pay the seller.

2. Where property rights are the right to demand payment of a debt and the seller has guaranteed the ability to pay of the debtor, the seller must be jointly liable for payment if the debt falls due and the debtor fails to pay.

3. The time when ownership rights with respect to property rights are transferred is the time when a purchaser receives documents evidencing the ownership rights with respect to the property rights, or the time when the transfer of the ownership rights is registered if so provided by law.

Article 451. Auctions

Property may be sold at an auction as required by the owner or as provided by law. A sale by auction of multiple ownership property must have the consent of all owners, unless otherwise agreed or otherwise provided by law.

The auction must be conducted in conformity of principles of objective, public and transparent, assurance of lawful rights and interests of the participants and in accordance with law on auction.

Article 452. Purchases after trial use

1. Parties may agree on the trial use of purchased property by the purchaser for a period, hereinafter referred to as the trial use period. During the trial use period, the purchaser may inform the seller whether or not the purchaser wishes to make the purchase. If the purchaser fails to inform the seller prior to the expiry of the trial use period, the purchaser shall be deemed to have accepted the purchase on the terms agreed prior to the property being received for trial use.

If the parties do not reach an agreement and reach an unclear agreement on the trial use period, such period shall be determined according to the customary practice of the transactions with the same subject matter.

2. During the trial use period, property shall remain under the ownership of the seller. The seller shall bear all risks of the property, unless otherwise agreed. During the trial use period, the seller may not sell, give, lease, exchange, mortgage or pledge the property until the purchaser informs the seller whether or not it wishes to make the purchase.

3. Where a prospective purchaser informs the seller that it does not wish to make the purchase, the prospective purchaser must return the property to the seller and must compensate the seller if the prospective purchaser loses or damages the trial property. The prospective purchaser shall not be liable for normal wear and tear caused by the trial use and shall not have to return any yield derived from the trial use.

Article 453. Purchases by deferred payment or payment in instalments

1. Parties may agree that the purchaser may purchase by deferred payment or payment in instalments of the purchase price within a time limit after delivery of the purchased property. The seller has title retention of the property sold until the purchaser has paid the purchase price in full, unless otherwise agreed.

2. Contracts for purchase by deferred payment or payment in instalments shall be made in writing. The purchaser may use the property purchased by deferred payment or payment in instalments and bear all risks during the period of use, unless otherwise agreed.

Article 454. Buy-back of property sold

1. A seller and purchaser of property may agree that the seller has the right to buy-back the property within a period of time following the sale (hereinafter referred to as the buy-back period).

The buy-back period for property shall be as agreed by the parties but shall not exceed one year in respect of moveable property, and five years in respect of immoveable property, from the time of delivery of the property, unless otherwise pscribed by law. During this period, the seller may buy back the property at any time provided that reasonable prior notice is given to the purchaser. The buy-back price shall be the market price at the time when and place where the buy-back occurs, unless otherwise agreed.

2. During the buy-back period, a purchaser may not sell, exchange, give, lease, mortgage or pledge the property, and shall bear all risks with respect to the property, unless otherwise agreed.

Section 2. CONTRACTS FOR EXCHANGE OF PROPERTY

Article 455. Contracts for exchange of property

1. Contract for the exchange of property means an agreement between parties whereby they deliver property, and transfer the ownership rights thereto, to each other.

2. A contract for the exchange of property must be made in writing, and must be notarized, certified or registered if so provided by law.

3. Where one party exchanges with another party property which it does not own or property in respect of which it has no authorization from the owner, the other party may cancel the contract and demand compensation for damage.

4. Each party shall be deemed to be the seller of the property delivered to the other party and the purchaser of the property delivered to it. The provisions on contracts for sale and purchase in articles 430 to 439 inclusive and articles 449 to 454 inclusive of this Code shall also apply to contracts for the exchange of property.

Article 456. Settlement of differences in value

Where exchanged property differs in value, the parties must settle that difference between themselves, unless otherwise agreed or otherwise provided by law.

Section 3. CONTRACTS FOR GIFTS OF PROPERTY

Article 457. Contracts for gifts of property

Contract for a gift of property means an agreement between parties whereby the giver delivers its property and transfers its ownership rights to the recipient without requiring compensation and the recipient agrees to accept the gift.

Article 458. Gifts of moveable property

1. A contract for a gift of moveable property shall take effect when the recipient accepts the property, unless otherwise agreed.

2. Where the law requires the ownership rights with respect to such moveable property to be registered, the contract shall take effect from the time of registration.

Article 459. Gifts of immoveable property

1. A gift of immoveable property must be recorded in writing and notarized or certified, and must be registered if the law on immoveable property requires registration of ownership.

2. A contract for a gift of immoveable property shall take effect from the time of registration. In the case of immoveable property for which no registration of ownership rights is required, the gift contract shall take effect from the time when the property is delivered.

Article 460. Liability in respect of intentional gift of property not under one’s ownership

Where a giver intentionally gives property which is not under its ownership and the recipient does not know or is not able to know, such giver must reimburse the recipient for expenses incurred by the recipient in increasing the value of the property at such time as it is reclaimed by the owner.

Article 461. Disclosure of defects in gifts

A giver has the obligation to notify the recipient of any defects in a gift. If the giver knows about defects in a gift but fails to provide notice thereof, the giver must be liable to compensate for damage caused to the recipient; but if the giver does not know about defects in a gift, the giver shall not be liable to compensate for damage.

Article 462. Conditional gifts of property

1. A giver may require a recipient to perform one or several civil obligations prior to or after the giving of a gift. The conditions for giving a gift must not contravene the law or social morals.

2. Where a recipient performs an obligation required to be performed as a condition to the giving of a gift and the giver fails to deliver the gift, the giver must pay for the obligation already performed by the recipient.

3. Where a recipient fails to perform an obligation required to be performed after the giving of a gift, the giver may reclaim the gift and demand compensation for damage.

Section 4. CONTRACTS FOR LOAN OF PROPERTY

Section 463. Contracts for loan of property

Contract for the loan of property means an agreement between parties whereby a lender delivers property to a borrower. When the loan falls due, the borrower must repay the lender property of the same type in accordance with the correct quantity and quality, and must pay interest if so agreed or so provided by law.

Article 464. Ownership rights with respect to property lent

A borrower shall become the owner of borrowed property from the time of delivery of the property.

Article 465. Obligations of lenders

1. Deliver the property to the borrower in full, strictly in accordance with the quality and quantity, and at the time and place, agreed.

2. Compensate the borrower for any damage where the lender knows that the property is not of the agreed quality but fails to notify the borrower, unless the borrower accepts the property with knowledge that the property is not of the agreed quality.

3. Do not demand the borrower to return the property prior to the due date, except in the cases provided in article 470 of this Code or relevant laws.

Article 466. Obligations of borrowers to repay loans

1. Where the property lent is a sum of money, the borrower must repay the lender the loan in full when due. If the property is an object, the borrower must deliver to the lender an object of the same type, quantity and quality, unless otherwise agreed.

2. Where a borrower is not able to deliver an object, it may, with the consent of the lender, repay the value of the borrowed object, in cash, as at the time and place of delivery.

3. The place for repayment of a loan shall be the place of residence or head office of the lender, unless otherwise agreed.

4. If a borrower fails to repay all or any instalment of an interest-free loan, in whole or in part, when payment falls due, the borrower must, if the parties so agree, pay interest on the overdue amount from the due date until the date on which payment is made, at the basic interest rate pscribed in Clause 2 Article 468 of this Code, unless otherwise agreed or otherwise pscribed by law.

5. If a borrower fails to repay, in whole or in part, a loan with interest, the borrower must pay:

a) Interest on the principal as agreed in proportion to the overdue loan term and interest at the rate pscribed in Clause 2 Article 468 in case of late payment;

b) Overdue interest on the principal equals one hundred and fifty (150) per cent of the interest rate in proportion to the late payment period, unless otherwise agreed.

Article 467. Use of borrowed property

Parties may agree that borrowed property may only be used for the agreed purpose of the loan. The lender may check the use of the property and may demand its early return if, despite warning, the borrower continues to use the property contrary to the agreed purpose.

Article 478. Interest rates

1. The rate of interest for a loan shall be as agreed by the parties.

The rate of interest for a loan agreed by the parties may not exceed 20% per year, unless otherwise pscribed by law. According to actual conditions and at the proposal of the Government, the Standing Committee of National Assembly shall adjust the above interest and send report to the National Assembly at the latest session.

If the agreed interest exceeds the maximum interest pscribed in this Clause, the agreed interest shall become invalid.

2. Where parties agree that interest will be payable but fail to specify the interest rate, or where there is a dispute as to the interest rate, the interest rate for the duration of the loan shall equal 50% of the maximum interest pscribed in Clause 1 of this Article at the repayment time.

Article 469. Performance of contracts for loans without fixed term

1. With respect to a contract for an interest-free loan without a fixed term, the lender may reclaim the property, and the borrower may repay the debt, at any time provided that each party gives reasonable prior notice to the other party, unless otherwise agreed.

2. With respect to a contract for a loan with interest without a fixed term, the lender may reclaim the property at any time, subject to giving reasonable prior notice to the borrower, and shall be paid interest until the time when the property is returned. The borrower may also return the property at any time, subject to giving reasonable prior notice to the lender, in which case the borrower shall pay interest only up to the date on which repayment is made.

Article 470. Performance of contracts for fixed term loans

1. With respect to a contract for a fixed term interest-free loan, the borrower may return the property at any time, subject to giving reasonable prior notice to the lender. The lender may reclaim the property prior to the due date, subject to the consent of the borrower.

2. With respect to a contract for a fixed term loan with interest, the borrower may return the property prior to the due date, but must pay interest for the entire term, unless otherwise agreed or otherwise pscribed by law.

Article 471. “Họ, hụi, biêu, phường”

1. “Họ, hụi, biêu, phường” (hereinafter referred to as “ho”) means a form of transaction regarding property in accordance with customary practice on the basis of an agreement reached by a group of people who assemble together and jointly determine the number of people, the term, the amount of money or other property, the form of contribution and payment of “ho”, and the rights and obligations of the members of the group.

2. “Ho” is aimed at mutual assistance of citizens and shall be implemented in accordance with law.

3. If “ho” is organized with interest, it shall comply with this Code.

4. It shall be strictly prohibited to organize “ho” in the form of lending at high interest rates.

Section 5. CONTRACTS FOR LEASE OF PROPERTY

Sub-section 1. GENERAL PROVISIONS ON CONTRACTS FOR LEASE OF PROPERTY

Article 472. Contracts for lease of property

Contract for lease of property means an agreement between parties whereby a lessor delivers property to a lessee for use during a fixed term and the lessee is required to pay rent.

Lease contracts of houses or lease contracts of houses for other purposes shall comply with this Code, the Law on Housing and relevant laws.

Article 473. Rent

1. Rent for a lease of property shall be as agreed by the parties or determined by a third party at the request of the parties, unless otherwise pscribed by law.

2. Where parties reach no agreement or reach an agreement with unclear terms about the rent, it shall be determined according to the market price at the time and place of entering into the contract.

Article 474. Lease term

1. The term of a lease shall be as agreed by the parties. If there is no agreement, the term of the lease shall be determined according to the purpose of the lease.

2. Where parties have not agreed on the term of a lease or where the term of a lease is not able to be determined according to the purpose of the lease, the lease shall terminate when the lessee has achieved the purpose of the lease.

Article 475. Sub-leases

A lessee may sub-lease leased property with the consent of the lessor.

Article 476. Delivery of leased property

1. A lessor must deliver property to the lessee strictly in accordance with the agreed quantity, quality, type and condition and at the agreed place and time, and must provide information necessary for use of the property.

2. Where a lessor is late in delivering property, the lessee may extend the time for the delivery of the property or may cancel the contract and demand compensation for damage. If the leased property is not of the quality agreed, the lessee has the right to require the lessor to repair the property or reduce the rent, or to cancel the contract and demand compensation for damage.

Article 477. Obligation to assure utility value of leased property

1. A lessor must assure that leased property is in the condition agreed and is suitable for the purpose of the lease contract for the entire term of the lease. The lessor must repair any damage to or defect in the leased property, with the exception of minor damage which the lessee must repair in accordance with customary practice.

2. Where the utility value of leased property decreases otherwise than due to the fault of the lessor, the lessee has the right to demand the lessor:

a) Repair the property;

b) Reduce the rent;

c) Replace the property or, if the leased property is beyond repair and the purpose of the lease is not able to be achieved as a result or if the property has defects which the lessee did not know of, the lessee may terminate unilaterally the performance of the contract and demand compensation for damage.

3. Where a lessee demands repair but the lessor fails to repair in time or at all, provided that the lessee informs the lessor, the lessee has the right to repair personally the leased property and has the right to require the lessor to reimburse the costs of repair.

Article 478. Obligation to assure right of lessees to use property

1. A lessor must assure the right of a lessee to uninterfered use of the property.

2. In the event of a dispute as to the ownership rights with respect to leased property, which interferes with use of that property by the lessee, the lessee has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

Article 479. Obligation to take care of leased property

1. A lessee shall take care of leased property as if it were its own and shall carry out minor repairs and maintenance. If the lessee causes any loss of or damage to the property, it must compensate the lessor.

The lessee shall not be liable for normal wear and tear due to the use of the leased property.

2. A lessee may, with the consent of the lessor, carry out repairs and improvements to leased property which increase its value and may require reimbursement from the lessor for reasonable costs incurred.

Article 480. Obligation to use leased property strictly in accordance with utility and purpose

1. A lessee must use leased property strictly in accordance with its utility and the agreed purpose.

2. Where a lessee fails to use leased property strictly in accordance with its utility and purpose, the lessor has the right to terminate unilaterally the performance of the contract and to demand compensation for damage.

Article 481. Payment of rent

1. A lessee must pay rent in full and on time as agreed. If there is no agreement on the time for payment of rent, the time shall be determined in accordance with the customary practice at the place of payment. If it is not possible to determine the time of payment in accordance with such customary practice, the lessee must make payment when the lessee returns the leased property.

2. Where the parties have agreed on payment of rent in instalments, if the lessee fails to make payment for three consecutive instalments, the lessor has the right to terminate unilaterally the performance of the lease contract, unless otherwise agreed or otherwise provided by law.

Article 482. Return of leased property

1. A lessee must return leased property in the same condition in which it was received, normal wear and tear excepted, or in the condition agreed. If the value of the leased property has decreased in comparison with its condition at the time it was received, the lessor has the right to demand compensation for any damage, normal wear and tear excepted.

2. Where leased property is moveable property, the place for returning the leased property shall be the place of residence or head office of the lessor, unless otherwise agreed.

3. Where leased property is livestock, the lessee must return both the leased livestock and any offspring born during the term of the lease, unless otherwise agreed. The lessor must reimburse the lessee for expenses incurred in caring for the offspring.

4. Where a lessee is late in returning leased property, the lessor has the right to require the lessee to return the leased property and to pay rent for the period of delay and the lessee must compensate for damage. The lessee must pay a penalty for the late return of the leased property if so agreed.

5. The lessee must bear the risk in relation to the leased property during the period of delay.

Sub-section 2. CONTRACTS FOR “THUE KHOAN” OF PROPERTY

Article 483. Contracts for “thue khoan” of property

Contract for “thue khoan” of property means an agreement between parties whereby a “thue khoan” lessor delivers the property to a “thue khoan” lessee for the exploitation of its utility and for the enjoyment of the yield and income derived from such property and the lessee has the obligation to pay rent.

Article 484. Subject matter of contracts for “thue khoan” of property

The subject matter of a contract for “thue khoan” may be land, forest, and water surfaces which have not been exploited, livestock, production and business facilities, and other means of production together with the equipment required to exploit the utility of such property and to enjoy the benefits and income derived therefrom, unless otherwise provided by law.

Article 485. Terms of “thue khoan”

The term of a “thue khoan” shall be agreed by parties. If the parties do not reach an agreement and reach an unclear agreement on the term of “thue khoan”, such period shall be determined according to the production or business cycle appropriate to the nature of the subject matter of the “thue khoan”.

Article 486. Rent in respect of “thue khoan”

Rent in respect of a “thue khoan” shall be as agreed by the parties. If a “thue khoan” is awarded by tender, the rent in respect of such “thue khoan” shall be determined in the bidding process.

Article 487. Delivery of “thue khoan” property

Upon delivery of “thue khoan” property, parties must record their assessment of the condition and value of the property.

If the parties are not able to determine the value, a third person shall be invited to determine the value. Such determination shall be made in writing.

Article 488. Payment of “thue khoan” rent and method of payment

1. “Thue khoan” rent may be paid in kind or money, or by performance of acts.

2. A “thue khoan” lessee must pay “thue khoan” rent in full even where the lessee does not exploit the utility of the “thue khoan” property.

3. When entering into a contract for “thue khoan”, parties may agree on conditions for a reduction in rent. If at least one third of the benefits or income is lost due to an event of force majeure, a “thue khoan” lessee may demand a reduction of or exemption from rent, unless otherwise agreed.

4. Where a “thue khoan” lessee must pay in kind according to the season or cycle in the exploitation of the utility of the “thue khoan” property, payment must be made at the end of such season or cycle, unless otherwise agreed.

5. Where a “thue khoan” lessee is required to perform an act, the “thue khoan” lessee must perform that particular act.

6. Repayment term of “thue khoan” shall be agreed by the parties. If the parties have no agreement, the lessee has to pay on the last day of each month; in case the “thue khoan” follows the business cycle, the payment must be made at the end of the business cycle at the latest.

Article 489. Exploitation of “thue khoan” property

A “thue khoan” lessee must exploit “thue khoan” property strictly in accordance with the agreed purpose and must inform the “thue khoan” lessor periodically of its condition and its exploitation. If the “thue khoan” lessor demands or requires information at any other time, the “thue khoan” lessee must provide such information promptly. If the “thue khoan” lessee does not exploit the “thue khoan” property strictly in accordance with the agreed purpose, the “thue khoan” lessor has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

Article 490. Taking care, maintenance and disposal of “thue khoan” property

1. During the period of exploitation of the “thue khoan” property, the “thue khoan” lessee must take care of and pserve the “thue khoan” property and any related equipment at its own expense, unless otherwise agreed. If the “thue khoan” lessee loses or damages the “thue khoan” property or causes any loss or reduction in its value, the “thue khoan” lessee must compensate for damage. The “thue khoan” lessee shall not be liable for normal wear and tear due to the use of the “thue khoan” property.

2. A “thue khoan” lessee may replace or improve “thue khoan” property if the parties so agree, but must pserve its value.

A “thue khoan” lessor must reimburse a “thue khoan” lessee for the reasonable expenses incurred in replacing or improving the “thue khoan” property as agreed.

3. A “thue khoan” lessee may not sub-lease “thue khoan” property without the consent of the “thue khoan” lessor.

Article 491. Enjoyment of benefits and liability for damage with respect to “thue khoan” livestock

During the term of a “thue khoan” of livestock, the “thue khoan” lessee shall be entitled to enjoy half of the number of offspring born and shall be liable for half of any damage of the “thue khoan” livestock caused by an event of force majeure, unless otherwise agreed.

Article 492. Unilateral termination of performance of contracts for “thue khoan”

1. Where a party terminates unilaterally the performance of a “thue khoan” contract, that party must give reasonable prior notice to the other party. If the “thue khoan” is based on a season or cycle of exploitation, the period of prior notice must conform to such season or cycle.

2. Where a “thue khoan” lessee breaches an obligation and the exploitation of the “thue khoan” property is the sole means of livelihood of the lessee and continuation of the “thue khoan” would not seriously affect the interests of the “thue khoan” lessor, the “thue khoan” lessor may not terminate unilaterally the performance of the contract. In such case, the “thue khoan” lessee must undertake to the “thue khoan” lessor not to commit further breaches of the contract.

Article 493. Return of “thue khoan” property

Upon termination of a “thue khoan” contract, the “thue khoan” lessee must return the “thue khoan” property in a condition which takes into account the agreed depciation. If the “thue khoan” lessee has caused any reduction in the value of the “thue khoan” property, the “thue khoan” lessee must compensate for damage.

Section 6. CONTRACTS FOR BORROWING PROPERTY

Article 494. Contracts for borrowing property

Contract for borrowing property means an agreement between parties whereby a lender delivers property to a borrower for use free of charge for a period of time and the borrower returns the property at the end of the period of time or when the purpose of the borrowing has been achieved.

Article 495. Subject matter of contracts for borrowing property

Any non-consumable object may be the subject matter of a contract for borrowing property.

Article 496. Obligation of borrowers of property

1. Take care of and pserve the borrowed property and not to change the condition thereof at the volition of the borrower. The borrower must repair any normal damage to the property.

2. Do not on-lend the property to any other person without the consent of the lender.

3. Return the borrowed property on the due date. If there is no agreement on the time for returning the property, the borrower must return the property immediately after the purpose of the borrowing has been achieved.

4. Compensate for damage where the borrower causes damage to or loss of the borrowed property.

5. The borrower must bear the risk in relation to the borrowed property during the period of late return.

Article 497. Rights of borrowers of property

1. Use the borrowed property strictly in accordance with its utility and agreed purpose.

2. Require the lender to reimburse reasonable expenses incurred in carrying out repairs or improvements to the borrowed property which increase its value if so agreed.

3. Do not bear liability for normal wear and tear of the borrowed property.

Article 498. Obligations of lenders of property

1. Provide necessary information on the use of the property and its defects, if any.

2. Reimburse the borrower for expenses incurred in carrying out repairs or improvements to the borrowed property which increase its value if so agreed.

3. Where the lender knows but fails to notify the borrower of a defect in the property which results in damage to the borrower, to compensate the borrower for such damage, except where the borrower knows or should know of such defect.

Article 499. Rights of lenders of property

1. Reclaim the property immediately after the borrower has achieved its purpose where there is no agreement on the borrowing period. If the lender suddenly and urgently needs to use the borrowed property, the lender may reclaim it upon giving reasonable prior notice to the borrower, even if the borrower has not yet achieved its purpose.

2. Reclaim the property where the borrower fails to use it strictly in accordance with the agreed purpose, utility, or method or where the borrower on-lends the property without the consent of the lender.

3. Demand compensation for damage to the property caused by the borrower.

Section 7. CONTRACTS OF LAND USE RIGHTS

Article 500. Contract of land use rights

The contract of land use rights means the agreement between the parties that the land user convert, transfer, lease, sublease, donate, mortgage and contribute land use rights as capital or exercise other rights to the other party as pscribed in the Law on land; and the other party shall exercise rights and perform obligations according to the contract to the land user.

Article 501. Contents of contract of land use rights

1. General provisions on contracts and the content of common contracts related in this Code shall also apply to contracts on land use rights, unless otherwise provided by law.

2. Contents of the contract of land use rights are not contrary to the provisions of the purpose of use, the duration of land use, zoning, land use planning and the rights and obligations stipulated by law on land and other provisions of relevant laws.

Article 502. Forms and procedures for performing contract of land use rights

1. Contracts relating to land use rights must be made in writing in the form consistent with the provisions of this Code, the law on land and other provisions of relevant laws.

2. The performance of the contract for the land use rights must follow the procedures pscribed by the law of the land and other provisions of relevant laws.

Article 503. Effect of the transfer of land use rights

The transfer of land use rights shall be effect from the date of registration under the provisions of the law on land.

Section 8. COOPERATION CONTRACT

Article 504. Cooperation contract

1. A cooperation contract means an agreement between natural and/or juridical persons regarding the property contribution, effort to perform certain jobs, the same benefit and mutual responsibility.

2. Each cooperation contract must be made in writing.

Article 505. Contents of cooperation contract

Each cooperation contract shall contain the major contents below:

1. Purpose and duration of cooperation;

2. Full name and place of residence of natural person; name and headquarters of juridical person;

3. Contributed property (if any);

4. Contributed labor (if any);

5. Method of distributing the yield and/or income;

6. Rights and obligations of cooperative members;

7. Rights and obligations of repsentatives (if any);

8. Conditions for participation and withdrawal from the cooperation contract (if any);

9. Conditions for termination of cooperation.

Article 506. Common property of the cooperative members

1. Property contributed and created by the members and other property as pscribed by law shall be considered as common property part of the cooperative members.

Where there is agreement on the contribution that members fail to contribute money on schedule, they must pay interest on the unpaid portion of the money under the provisions of Article 357 of this Code and must pay damages.

2. The disposition of the property is land use rights, housing, factories, other production materials must have a written agreement of all the members; the disposal of other property shall be decided by the repsentatives of the members, unless otherwise agreed.

3. The common property may not be pided before the termination of the cooperation contract, unless otherwise agreed by all members.

The pision of common property shall not change or terminate the rights and obligations established before the pision time.

Article 507. Rights and obligations of cooperative members

1. Enjoy the yield and income gained from cooperation activities.

2. Participate in decisions involving issues of performance of cooperation contract and co-operation monitoring.

3. Compensate for damages to other cooperative members caused by their faults.

4. Perform other rights and obligations under the contract.

Article 508. Establishing and performing civil transactions

1. Where the cooperative members appoint repsentatives, they shall establish and perform civil transactions.

2. Where the cooperative members do not appoint any repsentative, they shall jointly establish and perform civil transactions, unless otherwise agreed.

3. Civil transactions that are be established and performed by entities specified in Clauses 1 and 2 of this Article shall give rise to rights and obligations of all cooperative members.

Article 509. Civil liability of cooperative members

The cooperative members are responsible for general civil liability by their common property; if the common property is insufficient to fulfill the obligation, the members shall be held responsible by their own property corresponding to its contribution, unless otherwise specified by the cooperation contract or otherwise pscribed by law.

Article 510. Withdrawal from the cooperation contract

1. A member has the right to withdraw from the cooperation contract in any of the following cases:

a) Satisfy the conditions specified in the cooperation contract;

b) There is a good reason and the consent of more than half the total cooperative members.

2. The member withdrawing from the cooperation contract has the right to reclaim contributed property, pided part of the property in the common property and must pay all obligations under the agreement. Where the pision of property in kind affects the cooperation activities, the property are worth the money to pide.

The withdrawal of a member from the cooperation contract does not terminate his/her rights and obligations that are established or performed before the withdrawal time.

3. The withdrawal of a member from the contract in a case other than Clause 1 of this Article shall be defined as the breach of contract and should execute the civil liability as pscribed in this Code and other relevant laws.

Article 511. Joining cooperation contract

Unless the cooperation contract otherwise specifies, a natural or juridical person shall become a new member of the contract with the consent of more than half the total cooperative members.

Article 512. Termination of cooperation contract

1. A cooperation contract shall terminate in any of the following cases:

a) As agreed by cooperative members;

b) The time limit mentioned in the cooperation contract has expired;

c) The purpose of cooperation has been achieved;

d) Pursuant to a decision of a competent authority;

dd) Other cases pscribed in this Code or other relevant laws.

2. Upon the termination of the cooperation contract, the debts arising from the contract must be paid; if the common property is insufficient to repay it to private assets of cooperative members to pay under the provisions of Article 509 of this Code.

Where the debt was repaid and the common property still exists, it shall be pided by the cooperative members in proportion to the contribution of each person, unless otherwise agreed.

Section 9. CONTRACTS FOR SERVICES

Article 513. Contracts for services

Contract for services means an agreement between parties whereby a service provider performs an act for a client which pays a fee for that act.

Article 514. Subject matter of contracts for services

The subject matter of a contract for services must be an act which is capable of being performed, which is not prohibited by law and which does not contravene social morals.

Article 515. Obligations of clients

1. Supply the service provider with the information, documentation and facilities necessary for the performance of the act if so agreed or required for the performance of the act.

2. Pay a fee to the service provider as agreed.

Article 516. Rights of clients

1. Require the service provider to perform the act strictly in accordance with the agreement on quality, quantity, time, location and other matters.

2. Where a service provider commits a serious breach of its obligations, the client may terminate unilaterally performance of the contract and demand compensation for damage.

Article 517. Obligation of service providers

1. Perform the act strictly in accordance with the agreement on quality, quantity, time, location and other matters.

2. Do not assign the act to another person for performance on its behalf without the consent of the client.

3. Take care of, and to return to the client after completion of the act, the documents and facilities provided to it.

4. Notify the client promptly of any inadequacy in the information or documents and any failure of the facilities to satisfy the quality required for the completion of the act.

5. Keep confidential any information of which it has had knowledge during the period of providing the service as agreed or as provided by law.

6. Compensate the client for damage where the service provider causes any loss of or damage to the documents or facilities supplied or discloses confidential information.

Article 518. Rights of service providers

1. Require the client to provide information, documents and facilities.

2. Amend the terms of service in the interests of the client without necessarily asking for the opinion of the client where waiting for such opinion would cause damage to the client provided that the service provider promptly informs the client thereof.

3. Require the client to pay the fee.

Article 519. Payment of fees

1. A client must pay the agreed fee for services.

2. If, upon entering a contract, there is no agreement on the service fee rate or on the method for fixing the fee for services and there are no other instructions on fees, the service fee rate shall be fixed on the basis of market fees for services of the same type at the time when and place where the contract was entered into.

3. A client must pay the fee for services at the place where the service is provided and at the time of its completion, unless otherwise agreed.

4. Where the services provided fail to meet the terms of the agreement or the act is not completed in time, the client has the right to reduce the fee for services and demand compensation for damage.

Article 520. Unilateral termination of performance of contracts for services

1. Where the continued provision of services does not benefit the client, the client has the right to terminate unilaterally the performance of the contract but must provide reasonable prior notice to the service provider, in which case the client must pay a fee according to the portion of services already provided and will endanger the passenger or other persons during the journey;

c) In order to pvent the spad of contagious diseases.

Article 526. Obligations of passengers

1. Pay in full the passenger transport fare and fares for the transport of luggage in excess of the pscribed limit, and to take care of his or her hand-luggage.

2. Present at the place of departure at the agreed time.

3. Respect and comply strictly with the regulations of the carrier and all other regulations ensuring traffic safety.

Article 527. Rights of passengers

1. Request to be transported by the agreed means of transport, in the class commensurate with the value of the ticket and in accordance with the agreed route.

2. Be exempt from transport fares for check-in luggage and hand-luggage within the limits as agreed or as provided by law.

3. Demand reimbursement of expenses incurred or compensation for any damage if the carrier is at fault in failing to transport according to the agreed time schedule and destination.

4. Receive a refund of all or part of the transport fare in the cases provided for in Points b and c Clauses 2 of Article 525 of this Code and in other cases as agreed or as provided by law.

5. Receive the luggage at the agreed destination in accordance with the agreed time and route.

6. Request temporary interruption of the journey for the duration and in accordance with the procedures provided by law.

Article 528. Liability to compensate for damage

1. In case of loss of life of or damage to the health or luggage of a passenger, the carrier must compensate for any damage in accordance with law.

2. Unless otherwise provided by law, a carrier shall not be liable to compensate for loss of life of or damage to the health and luggage of a passenger in the case where such loss or damage is entirely due to the fault of the passenger, unless otherwise pscribed by law.

3. A passenger which breaches the agreed terms for transport or the transport regulations, thereby causing damage to the carrier or a third person, must compensate.

Article 529. Unilateral termination of contracts for transport of passengers

1. A carrier has the right to terminate unilaterally the performance of a contract in the cases provided in Clause 2 of Article 525 of this Code.

2. A passenger has the right to terminate unilaterally the performance of a contract where the carrier breaches the obligations provided in Clauses 1, 3 and 4 of article 524 of this Code.

Sub-section 2. CONTRACTS FOR TRANSPORT OF PROPERTY

Article 530. Contracts for transport of property

Contract for transport of property means an agreement between parties whereby a carrier has the obligation to transport property to an agreed destination and to deliver it to the authorized recipient, and the customer has the obligation to pay the freight charges.

Article 531. Formalities for contracts for transport of property

1. A contract for transport of property may be entered into orally or in writing or a specific act.

2. A bill of lading or equivalent source document of transport shall be evidence of the entering into of a contract by the parties.

Article 532. Delivery of property to carriers

1. A customer has the obligation to deliver property to a carrier at the agreed time and place and pack the property in accordance with the agreed specifications. The customer must bear the costs f loading the property onto and unloading the property from the means of transport, unless otherwise agreed.

2. Where a customer is late in delivering property to the agreed place, the customer must reimburse the carrier for the costs associated with the delay and pay the freight charges for transporting the property to the place agreed in the contract, or must pay a penalty for breach of the contract.

If the carrier is late in accepting the property at the agreed at the agreed place, it shall be liable for the costs incurred due to such late acceptance.

Article 533. Freight charges

1. The rate of freight charges shall be as agreed by the parties. If the law regulates freight charges, charges shall apply as regulated.

2. A customer must pay freight charges in full after the property is loaded onto the means of transport, unless otherwise agreed.

Article 534. Obligations of carriers

1. Transport the property in its entirety and safely to the agreed destination at the agreed time.

2. Deliver the property to the person entitled to receive it.

3. Bear all costs related to the transport of the property, unless otherwise agreed.

4. Purchase civil liability insurance as required by law.

5. Compensate the customer for damage where the loss of or damage to the property is caused by the fault of the carrier, unless otherwise agreed or otherwise provided by law.

Article 535. Rights of carriers

1. Check the authenticity of the property and the bill of lading or equivalent source document of transport.

2. Refuse to transport property which is different from that agreed in the contract.

3. Demand the full and timely payment of the freight charges by the customer.

4. Refuse to transport property if the carrier knows or should know that the transacting of such property is prohibited or the property is of a dangerous or toxic nature.

Article 536. Obligations of customers

1. Pay in full the freight charges to the carrier, at the time and by the method of payment as agreed.

2. Provide necessary information about the transported property to ensure its safety.

3. Take care of the property during transport if so agreed. Where the customer takes care of the property and it is lost or damaged, the customer shall not be entitled to compensation.

Article 537. Rights of customers

1. Demand the carrier to transport the property to the agreed destination at the agreed time.

2. Receive directly the property which has been transported, or appoint a third person to receive it.

Article 538. Delivery of property to recipients

1. A recipient of property may be the customer or a third person appointed by the customer to receive the property.

2. A carrier must deliver the property to a recipient in full, at the time and place and by the method as agreed.

3. Where property has been delivered to the point of delivery on time but there is no recipient of the property, the carrier may deposit such property at a place of bailment and must notify immediately the customer or the recipient of the property. The customer or recipient of the property must bear the reasonable expenses incurred in relation to the bailment of the property.

The obligation to deliver property shall be completed upon bailment of the property in compliance with the agreed terms and when the customer or the recipient of the property has been notified about the bailment.

Article 539. Obligation of recipients of property

1. Produce to the carrier the bill of lading or other equivalent source document of transport, and to receive the property at the agreed time and place.

2. Bear the costs for loading and unloading the transported property, unless otherwise agreed or otherwise provided by law.

3. Reimburse the carrier for reasonable costs incurred due to late acceptance of the property.

4. Notify the customer of the acceptance of the property and provide other necessary information required by the customer if the recipient is a third party appointed by the customer.

Article 540. Rights of recipients of property

1. Verify the quantity and quality of the delivered property.

2. Accept the delivered property.

3. Require the carrier to reimburse reasonable costs incurred due to any delay by the carrier in delivering the property.

4. Require the carrier compensate for loss of or damage to the property.

Article 541. Liability to compensate for damage

1. Where a carrier is responsible for the loss of or damage to property, the carrier must compensate the customer for damage, except in the case provided in Clause 3 of Article 536 of this Code.

2. A customer must compensate a carrier and any third parties for damage caused by the transport of dangerous or toxic property which is not safely packaged or the safety of which is not otherwise ensured.

3. A carrier shall not be liable to compensate for damage in the event of force majeure causing loss or deterioration of or damage to the property during transport, unless otherwise agreed or otherwise provided by law.

Section 11. PROCESSING CONTRACTS

Article 542. Processing contracts

Processing contract means an agreement between parties whereby a processor carries out work to create products at the request of a supplier, and the supplier receives the products and pays fees.

Article 543. Subject matter of processing contracts

The subject matter of a processing contract shall be items which are specified by samples, the standard of which is agreed by the parties or provided by law.

Article 544. Obligation of suppliers

1. Supply raw materials to the processor strictly in accordance with the agreed quantity, quality, time and place, unless otherwise agreed by the parties; and to provide necessary documents relating to the processing.

2. Provide the processor with instructions as to how to perform the contract.

3. Pay agreed fees.

Article 545. Rights of suppliers

1. Accept the processed products in accordance with the agreed quantity, quality, manner, time and place.

2. Terminate unilaterally performance of the contract and demand compensation for damage if the processor commits a serious breach of the contract.

3. Where the products are not of the agreed quality and the supplier accepts the products but requests repairs, but the processor is not able to perform the repairs within the agreed time, the supplier has the right to cancel the contract and demand compensation for damage.

Article 546. Obligations of processors

1. Take care of the raw materials supplied by the supplier.

2. Notify the supplier to replace any raw materials supplied which are not of the agreed quality; to refuse to perform the processing if the use of the raw materials may create products which pose a danger to society.

3. Deliver the products to the supplier strictly in accordance with the agreed quantity, quality, method, time and place.

4. Keep confidential all information relating to the processing and the products.

5. Bear liability for the quality of the products, unless the lack of quality is due to the raw materials supplied by the supplier or due to the unreasonable instructions of the supplier.

6. Return any leftover raw materials to the supplier after completing performance of the contract.

Article 547. Rights of processors

1. Require the supplier to deliver the raw materials strictly in accordance with the agreed quality, quantity, time and place.

2. Refuse to comply with unreasonable instructions of the supplier where the processor is of the view that reimburse that person for reasonable expenses incurred in performing such act, even where the performance has failed to achieve the results desired by the beneficiary.

2. If a person has performed an act properly for the benefit of a beneficiary, the beneficiary must remunerate the person having performed the act, unless the person having performed the act refuses to accept the remuneration.

Article 577. Obligation to compensate for damage

1. If a person performing an act without authorization intentionally causes damage to the beneficiary while performing the act, such person must compensate for such damage.

2. If a person performing an act without authorization unintentionally causes damage to the beneficiary while performing the act, the compensation by such person may be reduced on the basis of the circumstances in which the act was performed.

Article 578. Termination of performance of acts without authorization

The performance of acts without authorization shall terminate in the following cases:

1. The beneficiary so requests;

2. The beneficiary, or its heir or repsentative, takes over the acts;

3. The person performing the acts without authorization becomes not able to continue performance in accordance with Clause 5 Article 575 of this Code;

4. The person performing the acts without authorization dies with regard to natural person or juridical person ceases to exist with regard to juridical person.

Chapter XIX

OBLIGATIONS TO RETURN PROPERTY DUE TO UNLAWFUL POSSESSION OR USE OF PROPERTY OR DERIVING OF BENEFITS FROM PROPERTY

Article 579. Obligation to return property

1. A person possessing or using property of another unlawfully must return the property to its owners and holders of other property-related rights. If the lawful owners and holders of other property-related rights of such property are not able to be found, the property must be delivered to a competent authority, except in the case provided in article 236 of this Code.

2. A person deriving benefits from property unlawfully, thereby causing damage to another person, must give such benefits to such other person, except in the case provided in Article 236 of this Code.

Article 580. Property to be returned

1. A person possessing or using property unlawfully must return the whole of such property.

2. Where the property to be returned is a distinctive object, that particular object must be returned and, if such distinctive object is lost or damaged, monetary compensation must be paid, unless otherwise agreed.

3. If the property to be returned is a fungible object which has been lost or damaged, an object of the same type must be returned or monetary compensation must be paid, unless otherwise agreed.

4. A person deriving benefits from property unlawfully must return, either in kind or in money, the benefits derived from the property to any person having suffered loss of such benefits.

Article 581. Obligation to return yield and income

1. A person possessing or using property, or a person deriving benefits from property, unlawfully and not in good faith, must return yield and income derived from the property during the time of unlawful possession or use of, or deriving benefits from, the property.

2. A person possessing or using property, or a person deriving benefits from property, unlawfully but in good faith, must return any yield and income derived from the property from the time when it knew or should have known that the possession or use of, or deriving benefits from, the property was unlawful, except in the case provided in Article 236 of this Code.

Article 582. Right to require third person to return property

Where a person unlawfully possessing or using property transfers the property to a third person, the third person must return the property if so demanded by the owner and holders of other property-related rights, unless this Code contains some other provision. If money or compensation has been paid for such property, the third person has the right to demand the party having transferred the property to the third person to compensate for damage.

Article 583. Obligation to pay

Upon taking back property, an owner or holders of other property-related rights or an aggrieved person must reimburse the person having taken possession of or used the property, or having derived benefits from the property, unlawfully but in good faith, for the necessary expenses such person has incurred for taking care of the property and increasing its value.

Chapter XX

LIABILITY FOR COMPENSATION FOR NON-CONTRACTUAL DAMAGES

Section 1. GENERAL PROVISIONS

Article 584. Grounds giving rise to liability to compensate for damage

1. A person intentionally or unintentionally harming the life, health, honor, dignity, reputation, property, or other legal rights or interests of a person, must compensate for such damage, unless otherwise pscribed in this Code or relevant laws.

2. The person who causes damage shall be discharged from liability for compensation in case where the damage incurs due to force majeure events or at entire fault of the aggrieved person, unless otherwise agreed or otherwise pscribed by law.

3. If a property causes damage, its owner or possessor must compensate for the damage, except for the damage pscribed in Clause 2 of this Article.

Article 585. Principles of compensation for damage

1. Actual damage must be compensated in full and promptly. Unless otherwise provided by law, parties may agree on the amount of compensation; on the form of compensation, which may be money, in kind or the performance of an act; lump sum payment or payment in instalments; and on the method of compensation.

2. The compensation payable by a person having caused damage may be reduced if such damage was caused unintentionally and is very large in comparison to the financial positions of such person.

3. If the amount of compensation determined becomes unrealistic, the aggrieved person, or the person having caused damage, has the right to request a court or another competent authority to change the amount of compensation.

4. If the aggrieved party is partly his/her fault for causing the damage, that part of damage shall not be compensated.

5. The party having rights and interests infringed shall not be compensated if such damage incurs due to his/her failure to adopt necessary measures to pvent the damage.

Article 586. Capacity of inpiduals for liability to compensate for damage

1. A person of eighteen years of age or older who causes damage shall be personally liable to compensate.

2. Where a minor under fifteen years of age causes damage, his or her parents, if any, must compensate for the total damage. If the parents have insufficient property to compensate and the minor who has caused the damage has property of his or her own, such property shall be used to satisfy the outstanding amount of compensation, except in the cases provided in Article 599 of this Code.

Where a person who is between fifteen and eighteen years of age causes damage, such person must compensate by recourse to his or her own property. If such person has insufficient property to compensate, the parents of such person must satisfy the outstanding amount by recourse to their own property.

3. Where a minor, legally incapacitated person, person with limited cognition and behavior control, causes damage but there is a guardian, such guardian shall use the property of the ward to compensate. If the ward has no or insufficient property to compensate, the guardian must do so by recourse to the property of the guardian. If the guardian is able to prove that he or she was not at fault with respect to guardianship, the guardian shall not be required to use its property to compensate.

Article 587. Compensation for damage caused jointly by several persons

Where several persons jointly cause damage, they must jointly compensate any aggrieved person. Liability for compensation of each person having jointly caused the damage shall be determined in proportion to the degree of fault of each person. If the degree of fault is not able to be determined, the persons causing damage must compensate in equal shares.

Article 588. Limitation period for initiating legal action claiming compensation for damage

The limitation period for initiating legal action claiming compensation for damage shall be two years from the date on which the legal rights or interests of an inpidual, legal entity or other subject were infringed.

Section 2. ASSESSMENT OF DAMAGE

Article 589. Damage caused by infringement of property

In the event of an infringement of property, the compensable damage shall comprise:

1. Property which was lost, destroyed or damaged;

2. Interests associated with the use and exploitation of the property was lost or declined;

3. Reasonable costs for the pvention, mitigation and remedy of the damage;

4. Other damage as pscribed by law.

Article 590. Damage caused by harm to health

1. Damage caused by harm to health shall comprise:

a) Reasonable costs for treating, nursing and rehabilitating health, and functional losses and impairment of the aggrieved person;

b) Loss of or reduction in the actual income of the aggrieved person. If the actual income of the aggrieved person is irregular and is not able to be determined, the average income level for the type of work performed by the aggrieved person shall be applied;

c) Reasonable costs and actual income losses of the carers of the aggrieved person during the period of treatment. If the aggrieved person loses his or her ability to work and requires a permanent carer, the damage shall also include reasonable costs for taking care of the aggrieved person.

d) Other damage as pscribed by law.

2. A person causing harm to the health of another person must pay the items provided in Clause 1 of this Article together with an amount of money as compensation for mental suffering of the aggrieved person. The amount of compensation for mental suffering shall be as agreed by the parties; if the parties are not able to agree, the maximum sum shall not exceed fifty-month base salary pscribed by the State.

Article 591. Damage caused by harm to life

1. Damage caused by harm to life shall comprise:

a) Damage caused by harm to life pscribed in Article 590 of this Code;

b) Reasonable funeral costs;

c) Support for the dependants of the aggrieved person;

d) Other damage as pscribed by law.

2. A person causing death to another person must pay compensation for damage as provided in Clause 1 of this Article together with an amount of money as compensation for mental suffering of the closest relatives in the first line of succession to the deceased. If there are no such relatives, this sum shall be paid to the persons who were directly reared by the deceased or to the persons who directly reared the deceased. The amount of compensation for mental suffering shall be as agreed by the parties; if the parties are not able to agree, the maximum sum shall not exceed one-hundred-month base salary pscribed in by the State.

Article 592. Damage caused by harm to honor, dignity or reputation

1. Damage caused by harm to the honor, dignity or reputation shall comprise:

a) Reasonable costs for mitigating and remedying the damage;

b) Loss of or reduction in actual income;

c) Other damage as pscribed by law.

2. A person causing harm to the honor, dignity or reputation of another person must pay compensation for damage as provided in Clause 1 of this Article together with another amount of money as compensation for mental suffering of the aggrieved person. The amount of compensation for mental suffering shall be as agreed by the parties; if the parties are not able to agree, the maximum sum shall not exceed ten-month base salary pscribed by the State.

Article 593. Period of entitlement to compensation for damage caused by harm to health or resulting from loss of life

1. Where an aggrieved person loses totally the ability to work, the aggrieved person shall receive compensation until the time of his or her death, unless otherwise agreed.

2. Where the aggrieved person dies, his or her dependants shall be entitled to receive support for the following durations:

a) A child of the deceased, whether living or conceived prior to his or her death, shall be entitled to compensation until the age of eighteen years, except a child between fifteen and eighteen years of age who is employed and earns sufficient income to look after himself or herself;

b) An adult who is not able to work shall be entitled to receive support until his or her death.

3. With regard to the conceived child of the deceased, the compensation shall be paid from the time he/she is born and alive.

Section 3. COMPENSATION FOR DAMAGE IN A NUMBER OF SPECIFIC CASES

Article 594. Compensation for damage by persons exceeding limits of reasonable self-defense

A person causing damage while acting in reasonable self-defense shall not be liable to compensate any aggrieved person.

A person causing damage while not acting in reasonable self-defense must compensate any aggrieved person.

Article 595. Compensation for damage by persons exceeding requirements of emergency situation

1. A person causing damage as a result of exceeding the requirements of an emergency situation must compensate any aggrieved person for that part of the damage which resulted from exceeding the requirements of an emergency situation.

Article 596. Compensation for damage caused by persons using stimulants

1. A person who, due to the consumption of alcohol or the use of other stimulants, becomes incapable of being aware of or controlling his or her acts, thereby causing damage to another person, must compensate such person.

2. A person who intentionally causes another person to take alcohol or stimulants, thereby causing such person to become incapable of being aware of or controlling his or her acts, must compensate any person aggrieved thereby.

Article 597. Compensation for damage caused by persons belonging to juridical persons

A juridical person must compensate for any damage caused by any person belonging to the juridical person during the performance of duties assigned by it to such person. If a juridical person has compensated for any damage, it has the right to demand the person at fault for causing the damage to reimburse it an amount of money in accordance with law.

Article 598. Compensation for damage caused by law enforcers

The State must compensate for damage caused by law enforcers as pscribed in the Law on compensation liability of the State.

Article 599. Compensation for damage caused by persons under fifteen years of age or persons having lost capacity for civil acts and under direct supervision of school, hospital or other organization

1. Where a person under fifteen years of age causes damage during school hours, the school must compensate for the damage.

2. If a legally incapacitated person causes damage to another person while under the direct supervision of a hospital or another juridical person, such hospital or the juridical person must compensate for the damage.

3. If, in the cases provided in Clauses 1 and 2 of this Article, the school, hospital or another juridical person proves that it was not at fault with respect to supervision, the parents or guardian of the person under fifteen years of age or of the legally incapacitated person must compensate.

Article 600. Compensation for damage caused workers and trainees

A natural person or juridical person must compensate for any damage caused by any worker or trainee belonging to it during the performance by the employee or trainee of his or her assigned duties. The natural person or juridical person has the right to demand such worker or trainee reimburse it an amount of money in accordance with law.

Article 601. Compensation for damage caused by sources of extreme danger

1. Sources of extreme danger comprise motorized means of transport, power transmission systems, operating industrial plants, weapons, explosives, inflammable substances, toxic substances, radioactive substances, dangerous animals and other sources of extreme danger as provided by law.

An owner of a source of extreme danger must comply strictly with the regulations on taking care of, pserving, transporting and using sources of extreme danger in accordance with law.

2. An owner of a source of extreme danger must compensate for damage caused by such source. If the owner has transferred possession or use of the source of extreme danger to another person, such other person must compensate unlawfully must compensate for damage.

Where an owner, or a person to which an owner has transferred possession or use, of a source of extreme danger is at fault by allowing the unlawful possession or use of the source of extreme danger, the owner, or the person to which the owner has transferred possession or use, of the source of extreme danger as the case may be must compensate jointly for the damage.

Article 602. Compensation for damage caused by environmental pollution

Any entity polluting the environment, thereby causing damage, must compensate in accordance with the law, including when the entity polluting the environment was not at fault.

Article 603. Compensation for damage caused by livestock

1. An owner of livestock must compensate for damage caused to another person by such livestock. The possessor or user of livestock must compensate during the period of possession or using, unless otherwise agreed.

2. Where a third person is entirely at fault in causing livestock to cause damage to another person, the third person must compensate for the damage. If both the third person and the owner are at fault, both of them must compensate jointly for the damage.

3. Where livestock which is possessed or used unlawfully causes damage, the unlawful possessor or user must compensate for the damage. When the owner, possessor or user of livestock is at fault leading the livestock is possessed or used unlawfully thereby causes damage, they must jointly compensate for damage.

4. Where livestock which is allowed to roam according to customary practice causes damage, its owner must compensate according to customary practice provided that such compensation does not contravene the law or social morals.

Article 604. Compensation for damage caused by trees

An owner, a possessor or a person in charge of trees must compensate for damage caused by the trees.

Article 605. Compensation for damage caused by houses and other construction works or buildings

An owner or a possessor of a house or another construction work, or a person to which the owner has assigned the management or use thereof, must compensate for damage if such house or construction causes damage to another person.

If the executor of the house or construction work is partly fault that such house or construction work causes damage, he/she must jointly compensate for such damage.

Article 606. Compensation for damage caused by infringement of corpses

1. Each natural person or juridical causing damage to a corpse must compensate.

2. Damage caused by infringement of a corpse shall include reasonable costs for mitigating and remedying the damage.

3. A person causing damage to a corpse must pay an amount of money as provided in Clause 2 of this Article together with another amount of money as compensation for mental suffering of the closest relatives in the first line of succession to the deceased. If there are no such relatives, this sum shall be paid to the persons who directly reared the deceased. The amount of compensation for mental suffering shall be as agreed by the parties; if the parties are not able to agree, the maximum sum shall not exceed thirty-month base salary pscribed by the State.

Article 607. Compensation for damage caused by infringement of graves

1. Each natural person or juridical person causing damage to the grave of another must compensate.

2. Damage caused by infringement of a grave shall include reasonable costs for mitigating and remedying the damage.

3. A person causing damage to a grave must pay an amount of money as provided in Clause 2 of this Article together with another amount of money as compensation for mental suffering of the closest relatives in the first line of succession to the deceased. If there are no such relatives, this sum shall be paid to the persons who directly reared the deceased. The amount of compensation for mental suffering shall be as agreed by the parties; if the parties are not able to agree, the maximum sum for each damaged grave shall not exceed ten-month base salary pscribed by the State.

Article 608. Compensation for damage caused by infringement of consumer interests

A natural person or juridical person carrying out production or business and failing to ensure the quality of goods, thereby causing damage to consumers, must compensate for such damage.

PART FOUR

INHERITANCE

Chapter XXI

GENERAL PROVISIONS

Article 609. Rights of inheritance

A natural person may make a will to dispose of his or her estate, may leave his or her property to an heir in accordance with law, or may inherit an estate left to him or her under a will or in accordance with law.

An heir not being natural person has the right to inherit estate under a will.

Article 610. Equality of inpiduals with respect to rights of inheritance

All natural persons are equal with respect to rights to bequeath their property to others and to inherit estates under wills or in accordance with law.

Article 611. Time and place of commencing inheritance

1. The time of commencement of an inheritance shall be the time when the deceased dies. Where a court declares that a person is dead, the time of commencement of the inheritance shall be the date provided in Clause 2 of Article 81 of this Code.

2. The place of commencement of the inheritance shall be the last place of residence of the owner of the estate. If the last place of residence is not able to be determined, the place of commencement of the inheritance shall be the place at which all or most of the estate is located.

Article 612. Estates

An estate comprises property which the deceased owned and property which the deceased jointly owned with other persons.

Article 613. Heirs

If an heir is an inpidual, such person must be alive at the time of commencement of the inheritance or, if such person is born and alive after the commencement of inheritance, must have been conceived prior to the time when the deceased dies. Where an heir under a will is a body or organization, it must be in existence at the time of commencement of the inheritance.

Article 614. Time when rights and obligations of heirs arise

From the time of commencement of an inheritance, the heirs have the property rights and obligations left by the deceased.

Article 615. Performance of property obligations left by deceased

1. A person entitled to an inheritance has the responsibility to perform the property obligations within the scope of the estate left by the deceased, unless otherwise agreed.

2. Where an estate has not yet been pided, the property obligations left by the deceased shall be performed by the administrator of the estate as agreed by the heirs.

3. Where an estate has already been pided, each heir shall perform those property obligations left by the deceased corresponding to, but not exceeding, that part of the estate that the heir has inherited, unless otherwise agreed.

4. Where the heir inheriting an estate under a will is not a natural person, it must perform the property obligations left by the deceased in like manner as a natural person.

Article 616. Administrators of estates

1. Administrator of an estate means the person who is appointed in the will or by agreement of the heirs.

2. Where a will fails to appoint, and the heirs have not yet appointed, an administrator, any person currently possessing, using or managing property within the estate at the time of the commencement of the inheritance shall continue its administration until the heirs have appointed an administrator.

3. Where an heir has not yet been determined and there is not yet an administrator of the estate as pscribed in Clauses 1 and 2 of this Article, the estate shall be administered by a competent authority.

Article 617. Obligations of administrators of estates

1. An administrator of an estate as provided in Clauses 1 and 3 of article 616 of this Code has the following obligations:

a) Make a list of the property within the estate and collect any property belonging to the estate of the deceased which is possessed by others, unless otherwise provided by law;

b) Take care of the estate and do not sell, exchange, give, pledge, mortgage or otherwise dispose of property within the estate without the written consent of the heirs;

c) Notify the heirs of the estate;

d) Compensate for any damage if the administrator breaches any of its obligations, thereby causing damage;

dd) Deliver back the estate at the request of the heirs.

2. A person possessing, using or managing property within an estate as provided in Clause 2 of Article 638 of this Code has the following obligations:

a) Take care of the estate and do not sell, exchange, give, pledge, mortgage or otherwise dispose of property within the estate;

b) Notify the heirs of the estate;

c) Compensate for any damage if the administrator breaches any of its obligations, thereby causing damage;

d) Deliver back the estate as agreed with the deceased in a contract or at the request of the heirs.

Article 618. Rights of administrators of estates

1. An administrator of an estate as provided in clauses 1 and 3 of article 616 of this Code has the following rights:

a) Repsent the heirs in dealings with any third parties in relation to the estate of inheritance;

b) Receive remuneration as agreed with the heirs;

c) Receive payment of costs of estate pservation.

2. A person possessing, using or managing property within an estate as provided in Clause 2 of Article 616 of this Code has the following rights:

a) Continue to use the estate as agreed with the deceased in a contract or with the consent of the heirs;

b) Receive remuneration as agreed with the heirs;

c) Receive payment of costs of estate pservation.

3. If the estate administrator fails to reach an agreement on the remuneration with the heirs, he/she shall be entitled to receive an appropriate remuneration.

Article 619. Inheritance by persons entitled to inherit each other’s estate but dead at same time

Where persons who are entitled to inherit each other’s estate die at the same time or are deemed to have died at the same time because it is impossible to determine who of them died first (hereinafter referred to as simultaneous death), they do not have the right to inherit each other’s estate and the estate of each of the deceased shall be inherited by their respective heirs, except in the case of inheritance pursuant to Article 652 of this Code.

Article 620. Disclaimer of inheritance

1. An heir may disclaim an inheritance, unless such disclaimer is for the purpose of avoiding the performance of its property obligations to other persons.

2. A disclaimer of an inheritance must be made in writing. A person disclaiming must notify the other heirs and the person authorized to distribute the estate.

3. The disclaimer of an estate must be expssed before the time of inherit distribution.

Article 621. Persons not entitled to inherit

1. The following persons are not entitled to inherit:

a) Persons convicted of having intentionally caused the death of or harmed the health of the deceased, of having seriously mistreated or tortured the deceased, or of having harmed the honor or dignity of the deceased;

b) Persons having seriously breached their duty to support the deceased;

c) Persons convicted of having intentionally caused the death of another heir in order to obtain all or part of the entitlement of such other heir to the estate;

d) Persons deceiving, coercing or obstructing the deceased with respect to the making of the will, or forging, altering or destroying the will in order to obtain all or part of the estate contrary to the wishes of the deceased.

2. Persons provided in Clause 1 of this Article may, nevertheless, inherit the estate if the deceased was aware of such acts but, nevertheless, allowed them to inherit the estate under the will.

Article 622. Estates which no one inherits

Where there is no heir under a will and at law, or where there is an heir but such heir is not entitled to inherit the estate or disclaims the inheritance of the estate, the residual estate for which there is no heir shall, after fulfillment of property obligations, belong to the State.

Article 623. Limitation periods with respect to inheritance

1. The limitation period with respect to a claim of an heir for distribution of an estate shall be thirty years regarding immovable property or ten years regarding movable property from the time of commencement of the inheritance. Upon the expiry date of the aforesaid period, the estate shall belong to the estate administrator. In case where there is no estate administrator, the estate shall be dealt with as follows:

a) It shall belong to the person possessing it as pscribed in Article 236 of this Code;

b) It shall belong the State if there is no possessor pscribed in Point a of this Clause.

2. The limitation period with respect to a claim of an heir for a declaration of right of inheritance of the requester or to disallow the claim to inheritance of another shall be ten years from the time of commencement of the inheritance.

3. The limitation period with respect to a claim for an heir to fulfill property obligations of the deceased shall be three years from the time of commencement of the inheritance.

Chapter XXII. NHERITANCE UNDER WILLS

Article 624. Wills

Will means an expssion of the wishes of a natural person, made in order to bequeath his or her property to others after his or her death.

Article 625. Testators

1. An adult satisfying conditions pscribed in Point a Clause 2 Article 630 of this Code may make a will to dispose his/her property.

2. A person who is between fifteen and eighteen years of age may make a will with the consent of his or her parents or guardian.

Article 626. Rights of testators

A testator has the following rights:

1. Appoint heirs or to deprive an heir of the right to inherit the estate;

2. Determine those parts of the estate which each heir is entitled to;

3. Reserve part of the estate as a gift or for worship purposes;

4. Designate heirs to perform obligations;

5. Appoint a custodian of the will, an administrator of the estate, and a distributor of the estate.

Article 627. Formalities for wills

A will must be made in writing. If it is not able to be made in writing, it may be made orally.

Article 628. Written wills

Written wills comprise:

1. Unwitnessed written wills;

2. Witnessed written wills;

3. Written wills which are notarized;

4. Written wills which are certified.

Article 629. Oral wills

1. Where a person is likely to die due to illness or any other reason and it is not possible for him or her to make a written will, such person may make an oral will.

2. If the testator is alive and is of sound mind three months after he or she has made an oral will, such will shall automatically become invalid.

Article 630. Lawful wills

1. A will must satisfy the following requirements in order to be lawful:

a) The testator was of sound mind when he or she made the will; and he or she was not deceived, threatened or coerced into making the will;

b) The contents of the will are not contrary to law or social morals and the will complies with legal formalities.

2. A will made by a person between fifteen and eighteen years of age must be made in writing and with the consent of the parents or guardian of such person.

3. A will made by a person who is incapacitated or illiterate must be made in writing by a witness and must be notarized or certified.

4. A written will which is not notarized or certified shall be deemed lawful only if it satisfies the requirements provided in Clause 1 of this Article.

5. An oral will shall be deemed lawful only if the testator orally expssed his or her last wishes before at least two witnesses who immediately thereafter recorded those wishes in writing and signed or fingerprinted the document. Such will must be notarized or certified within five working days of the date on which the testator orally expssed his or her last wishes.

Article 631. Contents of written wills

1. A will must specify clearly the following:

a) The date on which the will is made;

b) The full name and place of residence of the testator;

c) The full names of the persons and the bodies or organizations entitled to inherit the estate;

d) The estate to be bequeathed and its location.

2. Apart from the contents pscribed in Clause 1 of this Article, the will may have other contents.

3. A will may not be written using abbreviations or other symbols. If a will consists of several pages, each page must be numbered and bear the signature or fingerprint of the testator.

Where a will has erasure or correction, the testator or the testament witness must sign beside erasing and corrected place.

Article 632. Witnesses to making of will

Any person may act as a witness to the making of a will, except the following persons:

1. Persons who are heirs of the testator under the will or at law;

2. Persons with property rights or obligations which relate to the will;

3. Minors, legally incapacitated persons, persons with limited cognition and behavior control.

Article 633. Unwitnessed written wills

A testator must write a will by his or her own hand and must sign it.

The drawing up of a written will without witnesses must comply with article 631 of this Code.

Article 634. Witnessed written wills

Where a testator is not able to write a will by his or her own hand, the testator may request another person to write the will, but there must be at least two witnesses. The testator must sign or fingerprint the will in the psence of the witnesses; the witnesses shall acknowledge the signature or fingerprint of the testator and sign the will.

The will must be made in compliance with articles 631 and 632 of this Code.

Article 635. Wills which are notarized or certified

A testator may request that the will be notarized or certified.

Article 636. Procedures for pparation of wills at notary office or people’s committee of commune

The pparation of a will at a notary office or the people’s committee of the commune must comply with the following procedures:

1. The testator shall declare the contents of his or her will to a notary public officer or a member of the people’s committee of the commune who has the authority to certify it. The notary public officer or the person having the authority to certify must record the wishes stated by the testator. The testator shall sign or fingerprint the will after acknowledging that it has been recorded accurately and that it expsses faithfully the intentions of the testator. Thereafter, the notary public officer or the member of the people’s committee of the commune shall sign the will;

2. Where the testator is not able to read or hear the will or not able to sign or fingerprint it, there must be a witness who must acknowledge the will by signing it before a notary public officer or a member of the people’s committee of the commune who has the authority to certify it. The notary public officer shall notarize the will, or the member of the people’s committee of the commune who has the authority to certify the will shall certify it, in the psence of the testator and the witnesses.

Article 637. Persons not permitted to notarize or certify wills

A notary public officer or a member of the people’s committee of the commune who has authority shall not be permitted to notarize or certify a will if such person is:

1. An heir of the testator under the will or at law;

2. A person whose father, mother, wife, husband or child is an heir under the will or at law;

3. A person having property rights or obligations relating to the will.

Article 638. Written wills valid as though notarized or certified

1. A written will made by a serving soldier who is not able to request a notarization or certification of his or her will provided that such will is certified by the head of his or her unit having the rank of a company commander or higher.

2. A written will made by a person travelling on a seagoing vessel or aircraft provided that the will is certified by the captain of the vessel or aircraft.

3. A written will made by a person undergoing medical treatment in a hospital or other medical establishment or sanatorium provided that the will is certified by the person in charge of such hospital or establishment or sanatorium.

4. A written will made by a person conducting surveys, explorations or research in mountainous areas, forests or offshore islands provided that the will is certified by the person in charge of the unit.

5. A written will made by a Vietnamese citizen residing abroad provided that the will is certified by a Vietnamese consular or diplomatic repsentative mission in that country.

6. A written will made by a person held in temporary detention, serving a prison sentence or administrative penalty, or at an educational or medical facility provided that the will is certified by the person in charge of such facility.

Article 639. Wills ppared by notary public officers at places of residence of testators

1. A testator may request a notary public officer to visit his or her place of residence in order to ppare a will.

2. Such will shall be ppared in accordance with the procedures for the pparation of wills at a State notary public provided in article 636 of this Code.

Article 640. Amendment of, addition to, replacement or revocation of wills

1. A testator may amend, add to, replace or revoke his or her will at any time.

2. If a testator adds to his or her will, the original will and the codicil shall have equal validity. If a part of the original will and the codicil conflict with each other, the codicil shall pvail.

3. Where a testator replaces a will with a new will, the pvious will shall be deemed to have been revoked.

Article 641. Custody of wills

1. A testator may request a notary office or another person to keep custody of the will of the testator.

2. Where a will is kept in custody by a notary office, it must be taken care of and looked after in accordance with the law on notaries.

3. An inpidual keeping custody of a will has the following obligations:

a) Keep the contents of the will confidential;

b) Take care of and look after the will. If the will is lost or damaged, the person must notify immediately the testator;

c) Upon the death of the testator, to deliver the will to his or her heirs or to the person authorized to announce the will. The delivery of the will must be recorded in writing and signed by the person delivering the will, and by the person receiving it, in the psence of two witnesses.

Article 642. Loss and damage of wills

1. If, from the commencement of the inheritance, the will is lost or damaged to the extent that it is incapable of indicating clearly the wishes of the testator and there is no evidence of the true wishes of the testator, it shall be deemed that no will exists and inheritance at law shall apply.

2. Where the will is found prior to distribution of the estate, the estate shall be distributed according to the will.

3. Within the limitation periods for requesting estate distribution, if a will is found after the distribution of the estate, the estate shall be distributed according to the will at the request of the heir under will.

Article 643. Legal effectiveness of wills

1. A will shall become legally effective from the time of commencement of the inheritance.

2. All or part of a will shall be legally ineffective in any of the following cases:

a) An heir under the will dies prior to or at the same time as the testator dying;

b) A body or organization named as an heir no longer exists at the time of commencement of the inheritance.

Where there are several heirs under a will and one of them dies prior to or at the same time as the death of the testator or one of the bodies or organizations named as an heir under the will no longer exists at the time of commencement of the inheritance, only that part of the will which relates to the inpidual, body or organization no longer existing shall be legally ineffective.

3. A will shall not be legally effective if the estate left to the heirs no longer exists at the time of commencement of the inheritance. If only part of the estate left to the heirs remains, only that part of the will which relates to such part of the estate shall be legally effective.

4. Where a will contains provisions which are unlawful but such provisions do not affect the effectiveness of the remainder of the will, only such provisions shall be legally ineffective.

5. Where a person leaves behind more than one will with respect to certain property, only the most recent of such wills shall be legally effective.

Article 644. Heirs notwithstanding contents of wills

1. Where a testator does not grant any of the following persons an inheritance, or grants any such person an inheritance which is less than two-thirds of the share that person would have received if the estate had been distributed according to law, such person shall be entitled to a share of the estate equivalent to two-thirds of the share that he or she would have received if the estate had been distributed in accordance with law:

a) Children who are minors, father, mother, wife or husband of the testator;

b) Children who are adults but who are incapable of working.

2. Clause 1 of this Article shall not apply to persons who have disclaimed their inheritance as pscribed in Article 620 or person who are not entitled to inherit as pscribed in Clause 1 Article 621 of this Code.

Article 645. Estates used for worship purposes

1. Where a testator designates part of his or her estate for worship purposes, such part of the estate shall not be distributed among the heirs and shall be delivered to the person appointed in the will to manage for worship purposes. If such appointee fails to implement strictly the will or the agreement of the heirs, the heirs have the right to appoint another person to manage for worship purposes.

Where the testator fails to appoint a person to manage that part of his or her estate which is designated for worship purposes, the heirs shall appoint a person to manage such part of the estate.

Where all heirs under a will have died, that part of the estate which is designated for worship purposes shall belong to the person managing that part of the estate for worship purposes provided that he or she is an heir at law.

2. Where the entire estate of the deceased is insufficient to satisfy all property obligations of the deceased, no part of the estate may be designated for worship purposes.

Article 646. Testamentary gifts

1. A testator may designate part of his or her estate as a testamentary gift to another person. The testamentary gift must be expssly stated in the will.

2. The grantee of the testamentary gift must be alive at the time of commencement of the inheritance or he/she must bear and alive after the time of commencement of the inheritance he/she must be conceived before the death of the estate leaver. If the grantee of the testamentary gift is not a natural person, it must exist at the time of commencement of the inheritance.

3. The grantee of a gift shall not be required to fulfill property obligations with respect to that part of the estate granted as a gift, unless the whole estate is insufficient to satisfy all property obligations of the grantor, in which case the part of the estate granted as a gift shall also be applied towards satisfying the remainder of the obligations of the grantor.

Article 647. Announcement of wills

1. Where a written will is kept by a notary office, the notary officer shall be the person announcing the will.

2. Where a testator has appointed a person to announce the will, such person shall announce the will. If the testator fails to appoint a person or has appointed a person but the appointee refuses to announce the will, the heirs shall agree on the appointment of a person to announce the will.

3. After the time of commencement of an inheritance, the person announcing the will must send copies of the will to all persons with an interest in the contents of the will.

4. A recipient of a copy of a will has the right to verify the copy against the original.

5. Where a will has been ppared in a foreign language, it must be translated into Vietnamese and notarized.

Article 648. Interptation of contents of wills

Where the contents of a will are unclear and may be interpted in different ways, the person announcing the will and the heirs must interpt jointly the contents of the will based on the true wishes of the deceased, taking into consideration the relationship of the deceased with the heirs under the will. If such persons fail to agree on the interptation of the contents of the will, they have the right to request a court for settlement.

Where part of the contents of a will is not able to be interpted but the remainder of the will is not affected, only that part which is not able to be interpted shall not be legally effective.

Chapter XXIII. INHERITANCE AT LAW

Article 649. Inheritance at law

Inheritance at law means inheritance in accordance with the order of priority of inheritance and the conditions and procedures of inheritance provided by law.

Article 650. Cases of inheritance at law

1. Inheritance at law shall apply in the following cases:

a) There is no will;

b) The will is unlawful;

c) All heirs under the will died prior to or at the same time as the testator dying, or the bodies or organizations which are entitled to inherit under the will no longer exist at the time of commencement of the inheritance;

d) The persons appointed as heirs under the will do not have the right to inherit or disclaimed the right to inherit.

2. Inheritance at law shall also apply to the following parts of an estate:

a) Parts of an estate in respect of which no disposition has been made in the will;

b) Parts of an estate related to an ineffective part of the will;

c) Parts of an estate related to heirs under the will not having the right to inherit, having disclaimed the right to inherit, or having died prior to or at the same time as the testator dying; and parts of an estate related to bodies or organizations entitled to inherit under the will but no longer existing at the time of commencement of the inheritance.

Article 651. Heirs at law

1. Heirs at law are categorized in the following order of priority:

a) The first level of heirs comprises: spouses, biological parents, adoptive parents, offspring and adopted children of the deceased;

b) The second level of heirs comprises: grandparents and siblings of the deceased; and biological grandchildren of the deceased;

c) The third level of heirs comprises: biological great-grandparents of the deceased, biological uncles and aunts of the deceased and biological nephews and nieces of the deceased.

2. Heirs at the same level shall be entitled to equal shares of the estate.

3. Heirs at a lower level shall be entitled to inherit where there are no heirs at a higher level because such heirs have died, or because they are not entitled to inherit, have been deprived of the right to inherit or have disclaimed the right to inherit.

Article 652. Succeeding heirs

Where a child of a testator died prior to or at the same time as the testator, the grandchildren of the testator shall inherit that part of the estate which their father or mother would have been entitled to inherit had such father or mother still been alive. If the grandchildren also died prior to or at the same time as the testator, the great-grandchildren of the testator shall inherit that part of the estate which their father or mother would have been entitled to inherit had such father or mother still been alive.

Article 653. Inheritance relations between adopted children and their adoptive parents and biological parents

An adopted child and his or her adoptive parents may inherit each other’s estates and may also inherit in accordance with articles 651 and 652 of this Code.

Article 654. Inheritance relations between stepchildren and their stepparents

If a stepchild and his or her stepparents care for and support each other as though they were biologically related, they may inherit each other’s estates and may also inherit in accordance with articles 652 and 653 of this Code.

Article 655. Inheritance where wives and husbands have pided multiple ownership property, have applied for porce or have remarried

1. Where a wife and husband have pided their multiple ownership property while they are still married and one of them subsequently dies, the surviving spouse shall still be entitled to inherit the estate of the deceased.

2. Where a wife and husband have applied for but not yet obtained a legally effective porce pursuant to a judgment or decision of a court, or they have obtained such a porce but the judgment or decision of the court is not yet effective, and one of them dies, the surviving spouse shall, nevertheless, be entitled to inherit the estate of the deceased.

3. A person who is the wife or husband of the deceased at the time when his or her spouse dies shall be entitled to inherit the estate of the deceased even if that person subsequently remarries.

Chapter XXIV. SETTLEMENT AND DISTRIBUTION OF ESTATES

Article 656. Meeting of heirs

1. After being notified of the commencement of an inheritance, or after a will has been announced, the heirs may meet to agree on the following matters:

a) If the testator has failed to appoint an administrator of the estate or a distributor of the estate, or has not determined the powers and obligations of such persons, the appointment of such persons and the determination of their powers and obligations, as the case may be;

b) Method of distributing the estate.

2. All agreements by the heirs must be made in writing.

Article 657. Distributors of estates

1. A distributor of an estate may also be the administrator of the estate appointed in the will or by agreement of the heirs.

2. A distributor of an estate must distribute it strictly in accordance with the will or the agreement of the heirs at law.

3. A distributor of the estate may receive remuneration if so allowed by the testator in the will or if so agreed by the heirs.

Article 658. Order of priority of payment

Property obligations and expenses related to an inheritance shall be paid in the following order of priority:

1. Reasonable funeral expenses in accordance with customary practice;

2. Outstanding support payments;

3. Expenditures on pservation of estate;

4. Allowances for dependants of the deceased;

5. Wages;

6. Monetary compensation for any damage;

7. Taxes and other liabilities owed to the State;

8. Other liabilities owed to other natural persons or juridical persons;

9. Fines;

10. Other expenses.

Article 659. Distribution of estates in accordance with wills

1. An estate shall be distributed in accordance with the wishes of the testator. If the will fails to specify the share of each heir, the estate shall be pided equally between the persons named in the will, unless otherwise agreed.

2. Where a will provides for the distribution in kind of an estate, each of the heirs shall be entitled to receive his or her share in kind, plus the benefits and income derived therefrom, or must bear the depciation in value of such share in kind up to the time when the estate is distributed. If the property which is the subject of a share in kind has been destroyed due to the fault of another person, the heir has the right to demand compensation for damage.

3. Where a will provides for the distribution of an estate according to certain proportions of the total value of the estate, such proportions shall be calculated on the basis of the value of the estate at the time of distribution.

Article 660. Distribution of estates in accordance with law

1. If, at the time of distribution, an heir has been conceived but not yet born, a part of the estate equal to the share of another heir at the same level of heirs shall be set aside for the unborn heir. If the heir is born alive, he or she shall inherit such part of the estate. If the heir does not survive his or her birth, the other heirs at the same level of heirs shall be entitled to his or her share.

2. The heirs have the right to demand the estate to be distributed in kind. If the estate is not able to be equally distributed in kind, the heirs may agree that the property shall be valued and may agree on which heirs shall be entitled to receive which particular items of property. Failing such agreement, the assets in kind shall be sold for distribution.

Article 661. Limited distribution of estates

Where it was the wish of a testator, or where the heirs agree, that an estate is to be distributed only after a certain period of time, it shall be distributed only after such period of time has expired.

Article 662. Distribution of estates where new heir or where right of heir to inherit has been disallowed

1. Where a new heir appears after an estate has been distributed, the estate shall not be re-distributed in kind but the heirs which have received at the time of distribution of the estate in proportion to the , unless otherwise agreed.

2. Where the right of an heir to inherit is disallowed after an estate has been distributed, such heir must return the inheritance or pay to the other heirs a sum equivalent to the value of the inheritance received at the time of distribution of the estate, unless otherwise agreed.

PART FIVE. CIVIL RELATIONS INVOLVING FOREIGN ELEMENTS

Chapter XXV. GENERAL PROVISIONS

Article 663. Scope

1. This Part provides for applied law to civil relations involving foreign elements.

If any regulation of law providing for applied law to civil relations involving foreign elements complies with Article 664 through Article 671 of this Code, it shall pvail; if it does not comply with those Articles, Part Five of this Code shall pvail.

2. Civil relation involving a foreign element means any of the following civil relations:

a) There is at least one of the participating parties is a foreign natural person or juridical person;

b) The participating parties are Vietnamese natural persons or juridical persons but the basis for the establishment, modification or termination of such relation arose in a foreign country;

c) The participating parties are Vietnamese natural persons or juridical persons but the subject matter of such civil relation is located in a foreign country.

Article 664. Determination of law applying to civil relations involving foreign elements

1. The international agreements to which the Socialist Republic of Vietnam is a signatory or Vietnamese law shall apply to civil relations involving foreign elements.

2. In case the international agreements to which the Socialist Republic of Vietnam is a signatory or a Vietnamese law stipulates that contracting parties have the right to select applied law, the law applied to civil relations involving foreign elements shall be determined according to the selection of the contracting parties.

3. If it fails to determine the applied law as pscribed in Clause 1 and Clause 2 of this Article, the applied law is the law of the country that closely associates with the civil relations involving foreign elements.

Article 665. Application of international treaty in terms of civil relations involving foreign elements

1. In case an international treaty to which the Socialist Republic of Vietnam is a signatory contains regulations on rights and obligations of contracting participants in the civil relations involving foreign elements, such international treaty shall pvail.

2. In case an international treaty to which the Socialist Republic of Vietnam is a signatory contains provisions different from those in this Code and other laws in terms of applied law on civil relations involving foreign elements, such international treaty shall pvail.

Article 666. Application of international customary practices

Contracting parties may select international customary practices in the case pscribed in Clause 2 Article 664 of this Code. If the application of such international customary practices is contrary to the basic principles of the laws of the Socialist Republic of Vietnam, Vietnamese laws shall pvail.

Article 667. Application of foreign laws

Where foreign law applies to a civil relation with different interptations, the application must follow the interptation of the competent authority in that country.

Article 668. Scope of the law to be referred to

1. The law to be referred to include regulations on determination of applied law and regulations on rights and obligations of participants in civil relations, other than the case pscribed in Clause 4 of this Article.

2. Where the Vietnamese law is referred to, regulations of Vietnamese law on rights and obligations of participants of a civil relation shall apply.

3. Where law of a third country is referred to, regulations of that law on rights and obligations of participants of a civil relation shall apply.

4. With respect to regulations on Clause 2 Article 664 of this Code, the law selected by the contracting parties shall include rights and obligations of participants of the civil relation, and not include regulations on applied law.

Article 669. Application of law of countries having multiple legal systems

If the law of a country having multiple legal systems is referred to, the applied law shall be determined according to the rules pscribed by such country’s law.

Article 670. Non-application of foreign laws

1. The foreign law, notwithstanding being referred to, shall not apply in any of the following cases:

a) The consequences of its application are not inconsistent with the fundamental principles of the law of the Socialist Republic of Vietnam;

b) The contents of foreign law are not identifiable regardless of the adoption of necessary measures pscribed by procedural law.

2. In case the foreign law is not applied as pscribed in Clause 1 of this Article, Vietnamese law shall apply.

Article 671. Limitation periods

Limitation periods for civil relations involving foreign elements shall be determined according to the law applying to such civil relations.

Chapter XXVI. THE LAW APPLIED TO NATURAL PERSONS AND JURIDICAL PERSONS

Article 672. Bases for choice of law applicable to stateless persons and to foreigners with multiple foreign nationalities

1. Where the law referred to is the law of a country of which a foreigner is a citizen but he/she is a stateless person, the applied law shall be the law of the country of residence of such person at the time when the civil relations involving foreign elements were established. If that person has multiple residences or his residence is unidentifiable at the time of establishing the civil relation involving foreign elements, the applied law shall be the law of the country with which such person closely associates.

2. Where the law referred to is the law of a country of which a foreigner is a citizen but he/she has multiple foreign nationalities, the applied law shall be the law of which he/she holds nationality and where he/she resided at the time when the civil relations involving foreign elements were established. If that person has multiple residences or his residence is unidentifiable or his/her residence is different from the country of which he/she holds nationality at the time when the civil relations involving foreign elements were established, the applied law shall be the law of the country with which such person closely associates.

Where the law referred to is the law of a country of which a foreigner is a citizen but he/she has multiple foreign nationalities, including Vietnamese nationality, the applied law shall be Vietnamese law.

Article 673. Legal personality of natural persons

1. Legal personality of a natural person shall be determined according to the law of the country of which he/she holds nationality.

2. A foreigner in Vietnam shall have legal personality in the same manner as a Vietnamese citizen, unless otherwise provided by the law of Vietnam.

Article 674. Legal capacity of natural persons

1. Legal capacity of a natural person shall be determined according to the law of the country of which he/she holds nationality, other than the case pscribed in Clause 2 of this Article.

2. Where a foreigner establishes or performs civil transactions in Vietnam, his/her legal capacity shall be determined in accordance with the law of Vietnam.

3. The determination of a legally incapacitated person, a person with limited cognition or behavior control or a person with limited legal capacity in Vietnam shall be in accordance with the law of Vietnam.

Article 675. Determination of persons disappeared or died

1. A determination that a person has disappeared or died must comply with the law of the country of which such person held nationality at the point of time prior to the last information about such disappearance or death, except for the case pscribed in Clause 2 of this Article.

2. The determination of a disappeared or dead person in Vietnam shall be in accordance with the law of Vietnam.

Article 676. Juridical persons

1. The nationality of a juridical person shall be determined according to the law of the country in which such juridical person was established.

2. Legal personality, name, legal repsentatives, organization, restructuring, dissolution of a juridical person; relations between a juridical person and its members; responsibilities of a juridical person and its members pertaining to its obligations shall be determined in accordance with the law of the country of which such juridical person holds nationality, other than the case pscribed in Clause 3 of this Article.

3. Where a foreign juridical person establishes or performs civil transactions in Vietnam, its legal personality shall be determined in accordance with the law of Vietnam.

Chapter XXVII. THE LAW APPLIED TO PROPERTY RELATIONS AND PERSONAL RELATIONS

Article 677. Classification of property

The classification between moveable and immoveable property shall be made in accordance with the laws of the country in which such property is located.

Article 678. Ownership rights and other property-related rights

1. The establishment, exercise, operation and termination of ownership rights and other property-related rights shall be determined in accordance with the laws of the country in which the property is located, except in the cases provided in Clause 2 of this Article.

2. Ownership rights with respect to moveable property in transit shall be determined in accordance with the law of the country of destination, unless otherwise agreed.

Article 679. Intellectual property rights

The intellectual property rights shall be determined in accordance with the laws of the country in which the objects of the intellectual property rights are required to be protected.

Article 680. Inheritance

1. Inheritance must comply with the law of the country of which the person who bequeathed the assets held nationality prior to his or her death.

2. The right to inherit immoveable property must comply with the law of the country where such immoveable property is located.

Article 681. Wills

1. The capacity to create a will, and to alter or rescind a will, must comply with the law of the country of which the testator is a citizen.

2. The form of a will must comply with the law of the country in the place where the will is created. The form of a will shall be also recognized in Vietnam if it complies with the laws of any of the following countries:

a) The country in which the testator resides at the time when the will is created or the testator dies;

b) The country of which the testator holds nationality at the time when the will is created or the testator dies;

c) The country where the inheritance being immovable property is located.

Article 682. Guardianship

The guardianship shall be determined in accordance with the law of the country where the ward resides.

Article 683. Contracts

1. Contracting parties in a contract may agree to select the applied law for the contract, other than regulations of Clauses 4, 5 and 6 of this Article. In case the contracting parties fail to agree the applied law, the law of the country with which such contract closely associates shall apply.

2. The laws of any of the following countries shall be treated as the law of the country with which such contract closely associates:

a) The law of the country where the seller being natural person resides or the seller being juridical person is established in terms of sale contracts;

b) The law of the country where the provider being natural person resides or the provider being juridical person is established in terms of service contracts;

c) The law of the country where the transferee being natural person resides or the seller being juridical person is established in terms of contracts of transferring rights to use or intellectual property rights;

d) The law of the country where employees frequently perform do jobs in terms of labor contracts. If an employee frequently does jobs in multiple countries or the country in which the employee frequently does his/her job is unidentifiable, the law of the country with which his/her labor contract closely associates shall be the law of the country where the employer being natural person resides or the employer being juridical person is established.

dd) The law of the country where consumers resides in terms of consume contract.

3. If there is evident that the law of a country other than the country pscribed in Clause 2 of this Article associates with the contract more closely than the latter, the law of the former country shall pvail.

4. If the object of a contract is an immovable property, the law applied to transfer of its ownership rights and/or other property-related rights, lease of immovable property or using the immovable property as the guarantee for performance of obligations shall be the law of the country where the immovable property is located.

7. Form of a contract shall be determined in accordance with the law applied to such type of contract. In case where the form of a contract does not comply with the form of the law applied to such contract but it comply with the form of the law of the country where the contract is entered into or the law of Vietnam, such form of contract shall be recognized in Vietnam.

Article 684. Unilateral acts

The law applied to unilateral acts of a person shall be determined in accordance with the law of the country of residence with regard to natural person or the law of the country of establishment with regard to juridical person.

Article 685. Obligation to refund property possessed, used or derived unlawfully

The obligation to refund property possessed, used or derived unlawfully shall be determined according to the law of the country where the property is possessed, used or derived unlawfully.

Article 686. Performance of acts without authorization

Contracting parties may agree to select the law applied to the performance of acts without authorization. If the contracting parties fail to agree to select the applied law, the law of the country where the acts without authorization are performed shall pvail.

Article 687. Compensation for non-contractual damage

1. Contracting parties may agree to select the law applied to the compensation for non-contractual damage, except for the case pscribed in Clause 2 of this Article. If the contracting parties fail to agree to select the applied law, the law of the country where the consequences of such acts arise shall pvail.

2. Where the party causing damage and the aggrieved party being natural persons have residence or being juridical person place of establishment in the same country, the law of such country shall pvail.

PART SIX. IMPLEMENTATION

Article 688. Transitional regulations

1. With respect to civil transactions established before the effective date of this Code, the law shall be implemented as follows:

a) The parties of non-performed civil transactions whose contents and forms are different from this Code shall keep complying with regulations of the Civil Code No. 33/2005/QH11 and legislative documents on guidelines for the Civil Code No. 33/2005/QH11, unless the parties agree to amend the contents or forms of the transactions in accordance with this Code.

a) The parties of being-performed civil transactions whose contents and forms are different from this Code shall keep complying with regulations of the Civil Code No. 33/2005/QH11 and legislative documents on guidelines for the Civil Code No. 33/2005/QH11;

b) The parties of non-performed or being-performed civil transactions whose contents and forms are conformable to this Code shall comply with regulations of this Code;

c) The parties of civil transactions that are completely performed before the effective date of this Code but arise dispute shall keep complying with regulations of the Civil Code No. 33/2005/QH11 and legislative documents on guidelines for the Civil Code No. 33/2005/QH11;

d) Limitation periods shall comply with this Code.

2. This Code shall not apply to a case settled by a court in accordance with law on civil before the effective date of such Code for the purpose of appeal under cassation procedures.

Article 689. Effect

This Code comes into force from January 1, 2021.

The Civil Code No. 33/2005/QH11 shall be annulled from the effective date of this Code.

This Code is passed by the 13th National Assembly of Socialist Republic of Vietnam during the 10th session on November 24, 2021.