REAL RIGHTS AND PERSONAL RIGHTS IN SECURED TRANSACTIONS: A FUNCTIONAL ANALYSIS UNDER VIETNAMESE CIVIL LAW

Abstract

This article examines the conceptual and legal distinction between real rights and personal rights in secured transactions under Vietnam’s Civil Code 2015. Based on doctrinal and comparative analysis, it classifies nine security mechanisms into three groups: real security rights (e.g., pledge, mortgage, possessory lien), personal security rights (e.g., guarantee, social credit, retention of title), and hybrid forms (e.g., deposit, security deposit, escrow). The study highlights how real rights grant enforceable claims over specific assets, including rights of pursuit and priority, while personal rights confer only contractual claims. It assesses the legal and practical implications of this dichotomy for enforcement, third-party effects, and creditor protection. Drawing on case law and legal scholarship, the article reveals interpretive uncertainties and proposes a clearer conceptual framework and legislative reforms to improve predictability, reduce transaction costs, and enhance creditor confidence in Vietnam’s secured lending environment.