Joint and several liability, known in Japanese law as rentai saimu (連帯債務), is a fundamental concept where multiple obligors are collectively and individually bound to a creditor for the same obligation. This arrangement significantly enhances a creditor's security, as they can seek full satisfaction from any one or

When ownership of leased real estate changes hands in Japan—whether through a sale, inheritance, or other transfer—a critical question arises for the new owner, the former owner, and the existing tenant: What happens to the landlord's position and the associated rights and obligations under the lease

In many business transactions, particularly mergers and acquisitions (M&A), business transfers (事業譲渡, jigyō jōto), or corporate reorganizations, it becomes necessary for one company to step into the shoes of another with respect to existing contracts. This is more than just assigning a contractual right (like a receivable) or

When a third party becomes involved in fulfilling an existing debt, the legal nature of their involvement is critical under Japanese law. It determines who the creditor can pursue for payment and what liabilities the original debtor retains. Japanese contract law draws a fundamental distinction between a third party merely

In the dynamic landscape of commercial transactions, parties often need to make arrangements concerning obligations that are not yet in existence but are anticipated to arise. This brings to the fore the question of whether "future debts" (将来債務, shōrai saimu)—those that will accrue at some point after

Debt assumption (債務引受, saimu hikiuke) is a significant legal mechanism in Japan that allows for the transfer or sharing of debt obligations. It plays a crucial role in various commercial contexts, including corporate restructuring, mergers and acquisitions, and financing arrangements. The Japanese Civil Code, particularly following its recent modernizations, provides

Claims secured by mortgages are common and valuable assets in commercial and financial transactions. When such a claim is assigned by the original creditor (assignor) to a new creditor (assignee), and subsequently, another creditor of the assignor attempts to seize that same underlying claim (not the mortgaged property itself), a

For corporations seeking flexible financing options, such as securitization or asset-based lending, the ability to assign future claims—receivables expected to arise from ongoing business activities—is invaluable. While the Japanese Civil Code provides a general framework for claim assignments, its traditional perfection methods (individual notices to or consents from

In the realm of commercial law, the assignment of claims is a common practice. However, when multiple assignees lay claim to the same obligation, determining who holds priority becomes paramount. Japanese law generally relies on the "arrival time theory," where the assignee whose notice (with a certified date)

In the complex world of commercial transactions, the assignment of a single monetary claim to multiple parties, while often unintended, can occur. This scenario, known as competing or double assignment (債権の二重譲渡, saiken no nijū jōto), necessitates clear rules to determine priority among the rival assignees. Japanese law, through its Civil

The assignment of claims is a fundamental aspect of modern commerce, facilitating financing and the transfer of economic value. However, complications can arise when a single claim is purportedly assigned to multiple assignees. In such scenarios, a clear set of rules is necessary to determine which assignee holds priority. This

Fulfilling an obligation, or "Bensai" (弁済) in Japanese law, is the primary means by which a debt is discharged. However, for the debtor (obligor), the act of performance alone is not always the end of the matter. It is crucial for the debtor to obtain clear and legally

In the lifecycle of many contracts, particularly those that are long-term or involve ongoing complex relationships, a situation may arise where one of the original parties wishes to completely exit the contractual arrangement and have a third party step into its shoes. This is more comprehensive than merely assigning a

In the course of business and personal affairs, it's often necessary or desirable for an existing obligation owed by one party (the original debtor) to be taken on by another party (the assuming party). Japanese law facilitates this through a mechanism known as "Saimu Hikiuke" (債務引受

In Japanese law, when a claim ("saiken" - 債権) is assigned from an assignor to an assignee, the assignment agreement itself is generally sufficient to transfer the claim between those two parties. However, for this transfer to be legally effective and hold priority against other third parties who

The assignment of a claim ("Saiken Jōto" - 債権譲渡) in Japan, while fundamentally a contract between the assignor (original creditor) and the assignee (new creditor), requires additional steps to make it effective and enforceable against the obligor (the party who owes the debt). Without these steps, the obligor

In Japanese commercial law, while claims are generally considered transferable assets, parties to a contract—the original creditor and the obligor—can mutually agree to limit or entirely prohibit the assignment of a claim arising from their relationship. Such an agreement is known as a "Jōto Seigen Tokuyaku"

In today's dynamic commercial environment, the ability to leverage future revenue streams is crucial for businesses seeking financing, managing cash flow, or engaging in sophisticated financial transactions. This often involves the assignment of "shōrai saiken" (将来債権), or "future claims"—claims that are not yet

In the landscape of Japanese commercial and civil law, "Saiken Jōto" (債権譲渡), or the assignment of claims, stands as a pivotal legal concept. It allows for claims—most commonly rights to receive monetary payment, but also other types of obligations—to be treated as transferable assets. This ability

Set-off, or "Sōsai" (相殺), is a widely used and economically significant mechanism in Japanese law allowing parties with mutual obligations to extinguish them up to the corresponding amount. However, the exercise of this right can become complex when a third party intervenes by attaching one of these mutual

Set-off, or "Sōsai" (相殺), as we've discussed, is a potent and practical tool in Japanese law for extinguishing mutual obligations. It allows parties to net their debts, simplifying settlements and often providing a de facto form of security. However, this right is not absolute. The Japanese

In our previous discussion, we explored how "Sōsai" (相殺 – set-off) functions as a debt settlement mechanism in Japan, highlighting its roles in simplifying payments, ensuring fairness, and providing a form of de facto security. For a party to unilaterally effect a statutory set-off by declaration, thereby extinguishing mutual

Set-off, known in Japanese law as "Sōsai" (相殺), is a fundamental and widely utilized legal mechanism for settling mutual debts. When two parties owe each other obligations of a similar kind—most commonly monetary debts—set-off allows these obligations to be extinguished up to the amount of the

In the realm of Japanese contract and obligations law, a fundamental principle dictates that for a debt to be validly discharged, performance must be rendered to the rightful creditor or their duly authorized representative. However, commercial and everyday transactions are replete with situations where a debtor, acting in good faith,

When an individual or entity steps in to fulfill an obligation on behalf of the primary debtor, or when a co-obligor, such as a guarantor, discharges a debt, Japanese law provides a mechanism to ensure that this performing party can effectively recover the amount they paid. This mechanism is known