What Are a Debtor's Rights to Evidence of Performance ("Bensai no Shōko") such as a Receipt ("Ukemenjōsho") in Japan?

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 recognized proof that they have indeed met their obligations. This evidence, known as "Bensai no Shōko" (弁済の証拠 – evidence of performance), serves to protect the debtor from future disputes, erroneous claims for re-payment, or difficulties in proving that the obligation has been extinguished. The Japanese Civil Code (Minpō - 民法) grants debtors specific rights to demand such evidence, principally in the form of a receipt ("ukemenjōsho" - 受取証書) and, upon full performance, the return of any instrument evidencing the claim ("saiken shōsho" - 債権証書).

The Right to Demand a Receipt ("Ukemenjōsho no Kōfu Seikyūken") – Article 486

The most common and fundamental piece of evidence a debtor is entitled to is a receipt.

Meaning and Purpose of a Receipt ("Ukemenjōsho no Igi")

An "ukemenjōsho" (受取証書) is a written document issued by the creditor (or their authorized representative) acknowledging the fact that they have received the performance due from the debtor. Its primary purpose is to serve as formal proof for the debtor that the obligation, or a specified part of it, has been satisfied. This protects the debtor against any subsequent attempts by the creditor to claim that the performance was not made or was incomplete.

While no specific legal format is mandated for a receipt to be valid, it must clearly:

• Identify the creditor (recipient).
• Identify the debtor (performer).
• Specify the performance received (e.g., amount of money, description of goods or services).
• Indicate the date of receipt.
• Contain an acknowledgment of receipt by or on behalf of the creditor.

The costs associated with preparing and delivering a receipt are generally considered to be borne by the creditor as an ancillary duty related to accepting performance, unless otherwise agreed.

The Debtor's Right to Demand a Receipt (Civil Code Article 486)

Article 486 of the Japanese Civil Code explicitly grants the person who has performed an obligation (the performer, or "bensai o shita mono" - 弁済をした者) the right to demand a receipt from the person who received the performance (the recipient, or "bensai o jukyō shita mono" - 弁済を受領した者).

A critical aspect of this right, clarified in the revised Civil Code, is its relationship with the act of performance itself. Article 486 now clearly states that a person who is about to perform an obligation can demand that the recipient deliver a receipt in exchange for the tender of performance. This establishes a legal relationship of simultaneous exchange (引換給付 - hikikae kyūfu) between the debtor's tender of performance and the creditor's delivery of a receipt.

• Debtor's Right to Withhold Performance: This means that if a debtor duly tenders performance, they can legitimately refuse to hand over the performance (e.g., payment, goods) if the creditor, upon such tender, refuses or fails to provide a receipt. This right to withhold performance in the absence of a proffered receipt was recognized by Japanese case law even before the recent Civil Code revisions (e.g., a Supreme Court of Judicature decision of March 1, 1941) and is now firmly grounded in statute.
• Creditor's Delay: If the creditor's refusal to issue a receipt leads the debtor to withhold the (otherwise properly tendered) performance, the creditor may be deemed to be in "creditor's delay" (Juryō Chitai - 受領遅滞), with the attendant legal consequences for the creditor.
• Scope of Application: This right to demand a receipt applies comprehensively:
  • It applies not only to the full and final performance of an obligation but also to partial performance. If a debtor makes a valid partial payment, they are entitled to a receipt acknowledging that specific partial payment.
  • It also extends to situations of substituted performance ("daibutsu bensai" - 代物弁済), where a different agreed-upon prestation is made in lieu of the original one. The debtor is entitled to a receipt for the substituted performance.
• Limitations on the Right: It's important to note that Article 486 primarily grants the right to demand a receipt at the time of, or in direct exchange for, rendering performance. It does not, in the absence of a separate agreement, impose an independent, standalone duty on the creditor to issue a receipt at any other time or unrelated to the act of the debtor's performance or tender thereof.

The Right to Demand Return of the Instrument Evidencing the Claim ("Saiken Shōsho no Henkan Seikyūken") – Article 487

In addition to a receipt, when an obligation is fully discharged, the debtor often has an interest in retrieving any original document that evidences the existence or terms of that now-extinguished claim.

Meaning of "Saiken Shōsho" (Instrument Evidencing the Claim)

A "saiken shōsho" (債権証書) is a document that serves as primary written evidence of the claim. Common examples include:

• A loan agreement (借用証書 - shakuyō shōsho).
• A written contract detailing the obligations.
• A promissory note or bill of exchange, if it is merely serving an evidentiary purpose for an underlying claim and is not itself being treated as a negotiable instrument embodying the claim in a way that its transfer transfers the claim.

For most ordinary (nominative) claims, such documents are merely evidence; the claim itself exists independently. The document does not "embody" the claim in the way a negotiable instrument does, and possession of the document alone does not confer title to the claim.

Debtor's Right Upon Full Performance (Civil Code Article 487)

Article 487 of the Civil Code provides that when a performer has made full performance of the obligation (this includes full satisfaction through substituted performance or other means of discharge), they are entitled to demand that the creditor return the "saiken shōsho," if such an instrument exists and is in the creditor's possession.

• Rationale: The primary purpose of this right is to protect the debtor. Once the debt is extinguished, the continued existence of the original evidentiary instrument in the hands of the former creditor could create risks for the debtor. For example, a dishonest former creditor might attempt to misuse the document to falsely assert that the debt is still outstanding, or even attempt to wrongfully assign the (now extinguished) claim to an unsuspecting third party, causing complications for the debtor. Retrieving the document mitigates these risks.
• Cost of Return: The costs associated with returning the instrument (e.g., postage if mailed) are generally to be borne by the creditor, as the party obligated to make the return.

Relationship Between Performance and Return of the Instrument – Not Simultaneous Exchange

A crucial distinction from the right to a receipt is that the return of the "saiken shōsho" is not in a relationship of simultaneous exchange with the debtor's performance.

• The debtor must first render full performance. They cannot withhold their performance or make it conditional upon the creditor first returning the instrument evidencing the claim.
• Rationale for the Distinction:
  • The debtor's primary evidentiary need is met by the right to demand a receipt (under Article 486), which is obtainable concurrently with performance. A receipt provides sufficient immediate proof of discharge.
  • Making the return of the "saiken shōsho" a prerequisite for performance could unduly hinder the creditor, especially if the instrument has been accidentally lost or is not immediately accessible. The creditor's primary right is to receive performance when due.

When the Instrument Evidencing the Claim is Lost by the Creditor

If the creditor has lost the "saiken shōsho" and cannot return it upon full performance, the debtor cannot use this as a reason to refuse performance. However, the debtor is not left without protection. In such circumstances, the debtor can typically demand that:

• The creditor provide a separate written statement acknowledging the loss of the original instrument and confirming the full discharge of the debt.
• An annotation or note regarding the loss of the original instrument be made on the receipt (ukemenjōsho) issued for the full performance.
  This provides the debtor with documentary evidence to counter any future issues that might arise from the reappearance of the lost instrument. An old Supreme Court of Judicature decision from September 6, 1917, even suggested that if a third party (not the creditor) is in possession of the instrument after the debt has been paid, the performer might have a direct right under Article 487 to demand its return from that third party.

Case of Partial Performance

If the debtor makes only a partial performance of the obligation, they are generally not entitled to demand the return of the "saiken shōsho" itself. This is because the creditor still needs the instrument to evidence the remaining, undischarged portion of the claim.

However, drawing an analogy from Article 503, paragraph 2 of the Civil Code (which deals with the creditor's duties in the event of partial subrogation, requiring notation on the claim instrument), it is widely accepted by legal scholars that a debtor making a valid partial payment has the right to demand that the creditor endorse or make a notation of such partial performance on the "saiken shōsho". This ensures that the debtor has clear evidence, directly on the primary document evidencing the debt, that a portion of the obligation has been discharged. While an early draft of the Meiji Civil Code included an explicit provision to this effect, it was later removed with the reasoning that a separate receipt for partial payment would suffice. Nevertheless, the scholarly consensus supports the debtor's right to have the instrument itself annotated.

Practical Significance for Debtors

The rights to demand a receipt and the return (or annotation) of the instrument evidencing the claim are of significant practical importance for debtors:

• Preventing Future Disputes: Clear documentary evidence of performance is the best defense against mistaken or fraudulent claims for re-payment.
• Evidence for Legal and Accounting Purposes: Receipts and returned/annotated instruments serve as crucial records for financial accounting, audits, and, if necessary, legal proceedings.
• Clearing Credit Records and Encumbrances: Proof of debt discharge is essential for clearing adverse entries on credit reports or for releasing property from liens or security interests that were tied to the extinguished obligation (e.g., obtaining a certificate of mortgage cancellation often requires proof that the secured debt has been paid).

Conclusion

Japanese law provides debtors with clear and important rights to obtain formal evidence of their performance. The right to demand a receipt ("ukemenjōsho") under Article 486 is a cornerstone, establishing a simultaneous exchange with the act of performance itself, thereby ensuring the debtor receives immediate proof of their action. Upon full performance, the right to demand the return of any instrument evidencing the claim ("saiken shōsho") under Article 487 further protects the debtor by neutralizing the potential for misuse of the old debt document. Even in cases of partial performance or lost instruments, the law offers mechanisms for the debtor to obtain appropriate acknowledgment. Exercising these rights is a prudent and necessary step for any debtor in Japan to formally conclude their obligations, prevent future disputes, and safeguard their legal and financial standing.