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準委任契約Quasi-Mandate Contract

Learn in the textbookContract Types and Consumer Transaction Laws

DefinitionA quasi-mandate contract (準委任契約) is a contract that entrusts another party with handling work that is not a legal act (a factual act).

ExplanationIt is common in IT outsourcing where the performance of the work itself is entrusted, such as system operation and maintenance or design support. The Civil Code provisions on mandate apply to it mutatis mutandis, and the mandatary owes the same duty of care as a prudent manager. When the outsourcing company gives direct instructions to the contractor's workers, the arrangement is called disguised contracting, and it is illegal because it amounts to directing another company's workers without following the rules that apply to doing so.

AnalogyIt is like hiring a private tutor. How to teach is left to the tutor, and passing the entrance exam is not guaranteed.

Memory hookThe Japanese prefix for "quasi" means "modeled on": a contract modeled on mandate that borrows the same rules.

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