23-06-26 MTParners
A lawsuit seeking to void a land use right transfer contract is not automatically a “land dispute” in the narrow legal sense, but it remains sufficient grounds to request a freeze on the transaction in the land registration system.
Under Article 45 of the 2024 Land Law (Law No. 31/2024/QH15), one of the mandatory conditions for transferring land use rights is that the land must be free of disputes. However, judicial practice shows that not every lawsuit involving land qualifies as a “land dispute” in the strict legal sense. A frequently debated question arises: when parties litigate over a land use right transfer contract and request the court to declare it void, does that count as a “land dispute” for purposes of freezing the transaction? This article analyzes the legal basis and the Supreme People’s Court’s (SPC) guidance to answer that question.
Clause 1, Article 45 of the 2024 Land Law provides that a land user may only exercise the right to transfer, donate, mortgage, or contribute land use rights as capital when several conditions are simultaneously met: holding a Certificate of Land Use Rights (with certain exceptions such as inheritance or land consolidation); the land being free of disputes, or any dispute having already been resolved by a competent state authority, a court judgment/decision, or an arbitral award that has taken legal effect; the land use right not being seized or subject to other measures to secure judgment enforcement; the land use term not having expired; and the land use right not being subject to a provisional emergency measure. This provision carries forward the spirit of Article 188 of the 2013 Land Law while clarifying the grounds for determining when a dispute has been “resolved.”
The issue is that the term “dispute” in Article 45 does not fully overlap with the definition of “land dispute” under Clause 47, Article 3 of the 2024 Land Law: a land dispute is a dispute over the rights and obligations of land users between two or more parties in a land relationship (carrying forward Clause 24, Article 3 of the 2013 Land Law). This is a narrow definition, primarily targeting disputes over who holds the land use right.
Under Clause 2, Article 3 of Resolution No. 04/2017/NQ-HDTP of the SPC’s Judicial Council, two categories must be distinguished: (i) disputes over who has the land use right — this is the “land dispute” in the narrow sense, which must go through mandatory mediation at the commune-level People’s Committee where the land is located before litigation, under Article 235 of the 2024 Land Law (carrying forward Article 202 of the 2013 Land Law); absent such mediation, the court will find the lawsuit does not meet the conditions for acceptance under Point b, Clause 1, Article 192 of the 2015 Civil Procedure Code; and (ii) other disputes related to land use rights, such as disputes over transactions (transfer, donation, mortgage, lease contracts), inheritance of land use rights, or division of marital property comprising land use rights — this category does not require mandatory commune-level mediation, and the claimant may file directly with the competent court.
Therefore, in procedural terms, a dispute over a land use right transfer contract — including a claim to void the contract — is a civil contract dispute, with jurisdiction determined under Points a and b, Clause 1, Article 39, or Point g, Clause 1, Article 40 of the Civil Procedure Code, rather than a land dispute following the special procedure under Article 236 of the 2024 Land Law. This was reaffirmed by the SPC’s Judicial Council in Official Letter No. 250/TANDTC-PC dated 28 April 2026, announcing the results of an online guidance session on adjudication difficulties, which clarified that jurisdiction over disputes concerning transfer, mortgage, and lease contracts of land use rights is determined under the above provisions of the Civil Procedure Code.
Yes — even though, procedurally, this is not a “land dispute” in the narrow sense. The legal basis lies in Point dd, Clause 2, Article 19 of Decree No. 101/2024/ND-CP (effective from 1 August 2024) on land registration: an interested party may submit a request for a freeze, together with the court’s notice of case acceptance, to the Land Registration Office where the land is located. Upon receiving a valid request and notice of acceptance, the Land Registration Office must suspend processing of any registration of changes related to the land parcel until it receives a document from the court confirming resolution of the case or cancellation of the freeze request.
The key point is that this regulation does not limit the type of lawsuit to a “land dispute” under Clause 47, Article 3 — it only requires that the case has been accepted by the court and is directly related to the land use right or ownership of assets attached to the land being transacted. A lawsuit seeking to void a transfer contract fully satisfies this condition, because if the contract is voided, the land use right reverts to the original transferor — the legal status of the land parcel remains undetermined and carries a risk of reversal if the transaction is allowed to proceed. This is also a major improvement compared to the past: before Decree 101/2024/ND-CP, only a court decision applying a provisional emergency measure (which required an escrow deposit) was sufficient grounds for a freeze, leaving many affected parties unable to protect their interests in time before assets were dissipated.
It should also be noted that a subsequent court ruling voiding the transfer contract does not “turn” the land parcel into “disputed land” under the legal definition — the consequence of a void contract is merely restitution to the original status, with the parties returning to each other what they received, under Article 131 of the 2015 Civil Code. However, throughout the period the case remains pending and before a legally effective judgment or decision is issued, the land parcel still needs to be frozen to satisfy the “dispute-free” condition under Article 45 of the 2024 Land Law, in order to avoid overlapping transactions that conflict with the eventual judgment.
Clearly distinguishing between a “land dispute” and a “contract dispute related to land use rights” has significant practical implications in two respects: first, it allows claimants to skip the mandatory mediation procedure at the commune-level People’s Committee for contract disputes and file directly with the court; second, it does not diminish the ability to protect one’s interests through a transaction freeze, since Decree 101/2024/ND-CP has broadened the grounds for a freeze to cover any lawsuit directly related to the land parcel, not only land disputes in the narrow sense.
MT & Partners Law Firm, with a team of experienced lawyers in land disputes and civil contracts, stands ready to provide advisory services, litigation representation, drafting of transaction-freeze requests, and protection of clients’ lawful interests. Contact hotline 0987140772 or email info@mtpartners.vn for consultation.
(*) This article is for reference only and does not replace specific legal advice.
Keywords: land dispute, land use right transfer contract dispute, void contract, land transaction freeze, Article 45 of the 2024 Land Law, Decree 101/2024/ND-CP, Resolution 04/2017/NQ-HDTP, land dispute mediation, MT & Partners land law consulting.
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