Preserving the boundary to preserve trust – when civil disputes should not cross into criminal proceedings

Lawyer Ho Vuong Quoc Su (CEO at LS Law Firm) - The spring of an economy does not come only from growth figures, but begins with the trust businesses place in the fairness and transparency of the law. In the dynamic flow of a market economy, disputes are inevitable. Contracts may collapse, projects may stall, and cash flows may be disrupted by unforeseeable changes. Yet what truly worries the business community is not the existence of disputes—but how those disputes are perceived and resolved

In recent years, in quite a few cases, disputes arising from civil–commercial relations have not stopped at the civil courtroom but have crossed over into criminal proceedings—leaving deep concerns for both the business community and those working in the legal field.

When business risks are viewed through a criminal lens

The essence of business is accepting risk. No entrepreneur can claim that every investment decision will lead to success. Market fluctuations, policy changes, pandemics, natural disasters—all can turn what once seemed like a perfect plan into an unfinished endeavor.

However, in practice, there have been instances where the failure to perform contractual obligations—normally a consequence of business risk—has been interpreted as an act of asset misappropriation. As a result, civil disputes are “pushed” into criminal proceedings, bringing serious consequences: frozen bank accounts, seized assets, travel bans on executives, and even temporary detention.

For a business, a single decision to initiate criminal proceedings—even if later exonerated—is enough to destroy its reputation, disrupt operations, and halt promising projects in their tracks.

The boundary lies not in the result, but in intent

Ultimately, the law does not only look at outcomes—it examines intent and the nature of the act. Failing to repay a debt or fulfill an obligation does not automatically constitute a crime. The line between a civil dispute and criminal liability lies in one key question: was there fraudulent intent to misappropriate from the very beginning?

If a contract is merely a facade for deception—if deceit existed at the time of signing—then criminal prosecution is both necessary and inevitable. But if both parties entered into the transaction in good faith, the business activity was genuine, and funds were used for their intended purpose, then any subsequent failure should be seen as a natural part of business life, to be resolved through civil–commercial mechanisms.

Preserving the boundary to preserve trust

A healthy investment environment is not one without disputes—but one where disputes are resolved according to their true nature. When the line between civil and criminal matters becomes blurred, business confidence in the legal system inevitably fades.

Spring is a season of new beginnings. For those beginnings to be sustainable, the law must serve as a source of security—not a constant source of fear—for entrepreneurs. Maintaining a clear boundary between civil disputes and criminal prosecution is therefore not merely a technical legal requirement, but a reflection of the State’s commitment to the healthy development of the national economy.

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