In today's interconnected global economy, cross-border commercial activities are the norm. With increased international trade and investment comes an almost inevitable rise in disputes. When these disputes involve parties from different jurisdictions, with varying legal systems, cultures, and commercial practices, selecting the right dispute resolution mechanism is paramount.

The principle of "good faith and fair dealing" is a cornerstone of many modern legal systems, reflecting the expectation that parties to a legal relationship will act honestly, fairly, and with due regard for the legitimate interests of others. In Japanese law, this principle is enshrined in Article

Japan undertook a significant overhaul of its Civil Code (Minpō - 民法), particularly the parts concerning contract law and obligations (creditor's rights - saikenhō - 債権法), with the revisions coming into full effect on April 1, 2020. This was the first major amendment to these sections in over

Creditors worldwide face the risk of debtors attempting to shield their assets from collection by transferring them to third parties or otherwise diminishing their estate. Japanese law provides a powerful remedy for such situations: the "Action for Avoidance of a Fraudulent Act," known as Sagai Koi Torikeshi Ken

Imagine a scenario: you are owed a significant sum by a debtor in Japan. You discover that this debtor has a valid claim against a third party—perhaps a debt owed to them, or a right to recover property—but your debtor is inexplicably failing to pursue it. This inaction

When parties enter into a contract, they anticipate performance. However, breaches can occur, leading to losses and often complex disputes over the quantum of damages. To mitigate this uncertainty and streamline the process of compensation, contracts frequently include clauses that pre-determine the amount of damages payable in the event of

In commercial agreements, parties often seek to manage and allocate potential risks by including clauses that exempt one party from certain liabilities or limit the extent of that liability. These provisions, known as exemption clauses (menseki jōkō - 免責条項) or limitation of liability clauses (sekinin seigen jōkō - 責任制限条項), are

In today's interconnected global economy, it's common for businesses and individuals (debtors) to engage third parties—such as employees, subcontractors, agents, or other collaborators—to assist in fulfilling their contractual obligations. When these "performance assistants," known in Japanese law as Riko Hojosha (履行補助者), fail

In the intricate world of mergers and acquisitions (M&A), financing deals, and other significant commercial transactions, "Representations and Warranties" (R&W) have become a standard and often heavily negotiated feature. While originating in Anglo-American legal practice, these provisions, known in Japanese as Hyōmei Hoshō (表明保証)

When a contractual relationship sours due to a counterparty's failure to perform their obligations—a situation known in Japanese law as saimu furikō (債務不履行) or "non-performance of an obligation"—the aggrieved party often seeks a way to extricate themselves from the agreement and reverse its effects.

When a contractual agreement is breached in Japan—an event termed saimu furikō (債務不履行)—one of the principal remedies available to the aggrieved party (the creditor) is a claim for monetary damages (songai baishō seikyūken - 損害賠償請求権). The aim is to compensate the creditor for the losses suffered as a

In the realm of bilateral contracts—where each party's promise is given in exchange for the other's—the ideal scenario is a concurrent exchange of performances. But what happens if one party demands performance from the other without offering, or being ready to offer, their own

When a party fails to fulfill its contractual obligations in Japan, the non-breaching party's primary and most intuitive recourse is often to demand that the defaulting party perform what was promised. This "right to claim performance" (rikō seikyūken - 履行請求権) is a fundamental remedy in Japanese

When a party to a contract fails to perform its obligations as agreed—an event known in Japanese law as saimu furikō (債務不履行) or "non-performance of an obligation"—the non-breaching party is not left without recourse. Japanese contract law, primarily under the Civil Code (Minpō), provides a range

Interest on monetary obligations is a fundamental aspect of most financial transactions. In Japan, the charging and calculation of interest are governed by a combination of general principles in the Civil Code (Minpō) and specific, stringent regulations, most notably the Interest Rate Restriction Act (Risoku Seigen Hō - 利息制限法). For

In the landscape of international trade and finance, contracts frequently involve obligations to pay sums of money denominated in currencies other than the Japanese Yen. Understanding how Japanese law treats these monetary obligations (kinsen saiken - 金銭債権), particularly those involving foreign currencies, is vital for businesses engaging with Japanese counterparties

When parties enter into a contract for the sale or transfer of goods, the nature of those goods – whether they are unique and individually identified, or merely described by type and quantity – has profound legal implications under Japanese law. The Japanese Civil Code (Minpō) distinguishes between obligations concerning "specified

The journey to a concluded contract is often paved with extensive negotiations, due diligence, and preliminary discussions. While parties generally possess the freedom to negotiate and, ultimately, to decide whether or not to enter into a contract (a facet of the principle of freedom of contract), this freedom is not

The principle of pacta sunt servanda – agreements must be kept – is a cornerstone of contract law globally, emphasizing the binding force of freely concluded contracts. Japanese law strongly upholds this principle, rooted in the concepts of self-determination and self-responsibility. However, what happens when, after a contract is formed, wholly unforeseen