Contract Disputes with Japanese Partners: Can We Sue in Japan Based on Place of Performance or Tort? When contractual relationships with Japanese business partners sour, leading to disputes, a critical strategic decision is where to initiate legal proceedings. If your company is considering suing a Japanese (or even a non-Japanese) partner in Japan, understanding the specific grounds upon which Japanese courts can exercise international adjudicatory jurisdiction is
Suing a Foreign Company in Japan: When Do Japanese Courts Have Jurisdiction Over Property-Related Cases? When a dispute arises with a foreign company, one of the first critical questions for any potential litigant is: where can a lawsuit be filed? If considering legal action in Japan against a foreign corporation, understanding the rules of international adjudicatory jurisdiction (kokusai saiban kankatsu, 国際裁判管轄) applied by Japanese courts
A Foreign Law Seems to Apply in Japan, But What If It Violates Japanese Public Order? Private international law (PIL) rules often direct Japanese courts to apply foreign substantive law to resolve disputes with international elements. This commitment to applying foreign law where appropriate is crucial for fairness in cross-border dealings and for respecting the legal systems of other nations. However, an unconditional application of foreign
My Employee is Divorcing in Japan: What Law Will Govern the Dissolution and Its Effects? The dissolution of a marriage involving expatriate employees or individuals with diverse international backgrounds presents complex legal challenges, particularly concerning which country's law will govern the divorce itself and its various consequences. When such proceedings occur in Japan, or have a significant connection to Japan, the Act on
Protecting and Enforcing Intellectual Property Rights in Japan: What Are the Conflict of Laws Rules? In an increasingly globalized marketplace, intellectual property (IP) rights such as patents, copyrights, and trademarks are critical assets for businesses. When these rights are infringed across borders, or when they are transferred internationally, determining which country's law applies to the various legal issues that arise becomes a complex
Product Liability Claims Involving Japan: How Is the Applicable Law Determined? In an era of global supply chains and international markets, products manufactured in one country can easily find their way to consumers in another, leading to complex legal questions when defects cause harm. Product liability claims with an international dimension require a clear determination of which jurisdiction's law
My Business Suffered Harm from an Act in Japan: Which Country's Tort Law Will Apply? When businesses suffer harm due to wrongful acts with international dimensions, determining which country's tort law will govern the claim is a critical first step in seeking redress. If the harmful act or its consequences have a connection to Japan, Japan's Act on General Rules for
Consumer and Employment Contracts in Japan: Are There Special Protections Regarding Applicable Law? In international business, contracts form the bedrock of relationships. While the principle of party autonomy—allowing contracting parties to choose the law that governs their agreement—is widely recognized, certain types of contracts warrant special consideration due to inherent imbalances in bargaining power. Consumer contracts and employment contracts are prime
Ensuring Contract Formalities are Met in Japan: Which Law Applies to the Form of a Juridical Act? When businesses engage in cross-border transactions, ensuring that a juridical act (such as a contract, a declaration of intent, or a guarantee) complies with the necessary formal requirements is paramount. Failure to adhere to prescribed formalities can, under some legal systems, render an act invalid or unenforceable. Japanese private international
Forming International Contracts with Japanese Entities: How Is the Governing Law Determined if Not Explicitly Chosen? In the realm of international commerce, the choice of governing law for a contract is a pivotal decision that can significantly impact the rights and obligations of the parties. While explicitly stipulating the applicable law in the contract document is always best practice, parties sometimes overlook this, or fail to
Acquiring or Enforcing Rights Over Property in Japan: What Law Governs Rights in rem? When businesses engage in international transactions involving assets, or when disputes arise over property with cross-border elements, a critical question is which country's law will govern the rights related to that property. In Japan, the Act on General Rules for Application of Laws (AGRAL) (Hō no Tekiyō ni
When an Agent Acts in Japan: How Is the Scope of Their Authority and Liability Determined? In today's interconnected global economy, businesses frequently rely on agents to conduct transactions, negotiate deals, and represent their interests in foreign jurisdictions. When an agent acts in Japan on behalf of a principal (whether Japanese or foreign), complex questions can arise regarding the law that governs the agent&
Setting Up or Dealing With a Company in Japan: Which Country's Corporate Law Applies? When businesses expand globally or engage in cross-border transactions, a fundamental question often arises: which country's laws will govern the existence, capacity, and internal affairs of a corporate entity involved? This is particularly pertinent when setting up a subsidiary, branch, or joint venture in Japan, or when contracting
My Counterparty is a Minor Under Japanese Law: Is Our Contract Enforceable? International commerce is replete with complexities, and one often overlooked aspect until a dispute arises is the legal capacity of a contractual counterparty. This issue takes on particular significance when dealing with individuals who may be considered minors. Japanese private international law provides a structured approach to determine the legal
Dismissing a Director in Japan: When is it "Justifiable" to Avoid Paying Damages? Case: Action for Cancellation of a Shareholders' Meeting Resolution, etc. Supreme Court of Japan, First Petty Bench, Judgment of January 21, 1982 Case Number: (O) No. 974 of 1981 Under Japanese company law, shareholders generally have the power to dismiss a director at any time through a resolution at
Shareholders Calling the Shots? Appointing the Representative Director in Japanese Non-Public Companies Case: Appeal against a High Court decision dismissing an appeal against a District Court's dismissal of an application for a provisional disposition order for suspension of duties and appointment of a provisional agent. Supreme Court of Japan, Third Petty Bench, Decision of February 21, 2017 Case Number: (Kyo)
Wrong Label, Right Challenge? Navigating Suits Over Flawed Shareholder Resolutions in Japan Case: Action for Confirmation of Nullity of a Shareholders' Meeting Resolution Supreme Court of Japan, Second Petty Bench, Judgment of November 16, 1979 Case Number: (O) No. 410 of 1979 Shareholders challenging a company resolution due to perceived flaws face a critical initial decision: what type of lawsuit should
The Domino Effect: How a Non-Existent Director Election Can Topple Subsequent Appointments in Japanese Corporate Law Case: Action for Confirmation of Status, etc. Supreme Court of Japan, Third Petty Bench, Judgment of April 17, 1990 Case Number: (O) No. 1529 of 1985 In the often-turbulent world of closely-held corporations, disputes over control can lead to complex legal battles. A critical question that can arise is: what
Grave Flaws, No Excuses: Shareholder Resolutions and the Limits of Judicial Discretion in Japan Case: Action for Confirmation of Nullity of a Shareholders' Meeting Resolution (and alternative claim for cancellation) Supreme Court of Japan, First Petty Bench, Judgment of March 18, 1971 Case Number: (O) No. 89 of 1969 When shareholders challenge a company resolution due to procedural irregularities, can a court dismiss
The Lingering Shadow of a Flawed Vote: Challenging Financial Statement Approvals in Japan Case: Action for Annulment of a Shareholders' Meeting Resolution Supreme Court of Japan, Third Petty Bench, Judgment of June 7, 1983 Case Number: (O) No. 17 of 1980 What happens when a company's annual financial statements are approved at a chaotic and procedurally flawed shareholders' meeting?
When Does a Lawsuit Lose Its Purpose? A Look at Shareholder Resolution Challenges in Japan Case: Action for Annulment of a Shareholders' Meeting Resolution and Action for Confirmation of Nullity of a Shareholders' Meeting Resolution Supreme Court of Japan, First Petty Bench, Judgment of April 2, 1970 Case Number: (O) No. 1112 of 1969 This case delves into a crucial aspect of corporate
Can You Sue to Cancel a "No" Vote? Japanese Supreme Court Says Generally Not for Shareholder Resolutions Judgment Date: March 4, 2016 Case: Action for Cancellation of Shareholders' Meeting Resolution (Supreme Court of Japan, Second Petty Bench) This 2016 Japanese Supreme Court decision addressed a novel question in corporate litigation: Is it legally permissible for a shareholder to file a lawsuit under Article 831 of the
Adding New Grounds to Challenge Shareholder Resolutions: Too Late After the Deadline, Says Japan's Supreme Court Judgment Date: December 24, 1976 Case: Action for Cancellation of Shareholders' Meeting Resolution (Supreme Court of Japan, Second Petty Bench) This 1976 Japanese Supreme Court decision addressed a crucial procedural question in corporate litigation: Once a shareholder has filed a timely lawsuit to cancel a resolution passed at a
Defective Notice to Other Shareholders? You Can Still Sue to Cancel the Resolution, Says Japan's Supreme Court Judgment Date: September 28, 1967 Case: Action for Cancellation of Shareholders' Meeting Resolution (Supreme Court of Japan, First Petty Bench) This 1967 Japanese Supreme Court decision addressed a significant question regarding shareholder rights: Can a shareholder, who themselves received proper notice for a shareholders' meeting, still bring a
Can a Company Limit Your Choice of Proxy to Fellow Shareholders? A Japanese Supreme Court Ruling Judgment Date: November 1, 1968 Case: Action for Nullity of Shareholders' Meeting Resolution (Supreme Court of Japan, Second Petty Bench) This 1968 Japanese Supreme Court decision tackled a common and often debated provision in company articles of incorporation: Is it permissible for a company to restrict the eligibility of
