Tell apart mandate, quasi-mandate and employment contracts by the kind of work entrusted and by who gives the work instructions.
Explain who gives instructions for work outsourced under a work-completion contract, and how employment and command relationships are split in worker dispatch.
Distinguish the trade-related laws that protect consumers and merchants by what each one regulates.
A mandate contract (委任契約) is a contract in which one party entrusts a legal act (法律行為), such as concluding a contract, to another party, who agrees to handle it.
A legal act is an act that creates or changes rights or duties, such as concluding or cancelling a contract. The entrusted party (the mandatary) owes a duty of care as a prudent manager, meaning the level of care normally expected of someone in that profession or position, but does not promise to achieve a finished result.
AnalogyIt is like hiring a lawyer for a lawsuit. The lawyer argues the case as well as possible but does not promise to win.
How to rememberPicture signing a power of attorney so that an agent can conclude a contract for you, and mandate and legal acts click together.
Exam points
ExamUnder a work-completion contract (請負契約), the contractor is obliged to finish the work. The mandatary (受任者) of a mandate contract (委任契約) promises not completion but careful handling of the matter.
ExamA mandatary may not hand the work to someone else unless the mandator permits it or there is an unavoidable reason. A contractor may subcontract (再委託) to another firm unless the contract restricts it.
A 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).
It 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.
How to rememberThe Japanese prefix for "quasi" means "modeled on": a contract modeled on mandate that borrows the same rules.
Exam points
ExamWhat decides whether an arrangement is disguised contracting (偽装請負) is who directs and commands (指揮命令) the contractor's workers. Even under the form of a work-completion contract or similar, it becomes disguised contracting if the outsourcing company directs them itself.
An employment contract (雇用契約) is a contract in which a worker works under the employer's direction and command and receives wages in return.
How they work
Who signs the employment contract
Who gives work instructions
Hired directly by a company
That company
That company
Sent by a staffing agency to work at another company
Staffing agency (dispatching company)
Receiving company (client company)
Direction and command is a relationship in which one side instructs the content, method and hours of the work and the other follows those instructions. Workers under an employment contract are covered by labor laws such as the Labor Standards Act. In worker dispatch, a staffing agency (the dispatching company) sends workers it employs to another company (the client company), which directs them in place of the agency, so the employment relationship and the command relationship sit with different companies.
AnalogyIt resembles a member of an orchestra. The musician plays to the conductor's cues and receives a salary from the orchestra in return.
Exam points
ExamThe employer of a dispatched worker (派遣労働者) is the dispatching company (派遣元), while the client company (派遣先) is the one that gives the worker job instructions (the command relationship, 指揮命令関係).
ExamHaving workers employed by another company work under your own company's direction counts as worker dispatch (労働者派遣), and requires a worker dispatch contract (労働者派遣契約) with that company.
ExamWhether someone is a regular employee, and how long they work, has no bearing on whether an employment relationship (雇用関係) exists. A worker whom a company hires directly and pays wages to has an employment relationship with that company.
The Specified Commercial Transactions Act (特定商取引法) defines types of transactions that easily lead to trouble with consumers and sets rules businesses must follow for each type, so as to protect consumers.
Cooling-off available (cancel for any reason within a set period after signing)
Telephone solicitation sales
Cooling-off available
Mail-order and online sales
No cooling-off (return conditions shown in the ad)
Covered transaction types include door-to-door sales, telephone solicitation sales and mail-order sales. For door-to-door sales and similar types, cooling-off lets a consumer cancel a contract for any reason within a set period even after signing. Businesses also have duties such as handing over documents that state the contract terms and not running exaggerated advertising.
AnalogyThink of traffic rules for each type of deal, written with pushy sales pitches in mind. With door-to-door sales, you get a grace period to cool down and cancel even after signing.
How to rememberThe "specified" in the name means only the transaction types the law names are covered.
Exam points
ExamThe Specified Commercial Transactions Act (特定商取引法) regulates what businesses do in transactions where the way of soliciting or contracting tends to put consumers at a disadvantage.
Mix-upCooling-off (クーリング・オフ) applies to deals such as door-to-door sales (訪問販売) and telephone solicitation sales (電話勧誘販売). It does not apply to mail-order sales (通信販売), where consumers apply after seeing an ad on their own.
The Act on Improving Transparency and Fairness of Specified Digital Platforms (特定デジタルプラットフォームの透明性及び公正性の向上に関する法律) requires operators of large digital platforms, such as online malls and app stores, to keep their dealings with the businesses using them transparent and fair.
The state designates large operators
Disclose terms and build systems
Report operations every fiscal year
The state evaluates and publishes
The state evaluates the reports, publishes the results and pushes for improvement.
4 / 4
The act took effect in 2021 and covers specified digital platform providers, designated by the Minister of Economy, Trade and Industry as meeting criteria such as size. Behind it lies the gap in bargaining power between operators of huge marketplaces and the small and mid-sized businesses selling goods or apps there.
AnalogyIt is like making a big shopping mall's operator show its contract rules for tenants in advance and explain its reasons whenever it changes them.
How to rememberIts common name is the Transparency Act. Out of the long official name, pick up the two words "transparency" and "fairness" and you have the substance.
Exam points
Mix-upThis act protects the businesses that sell goods or apps on a platform, unlike the Specified Commercial Transactions Act (特定商取引法), which sets rules for deals with consumers.
景品表示法Act against Unjustifiable Premiums and Misleading Representations
The Act against Unjustifiable Premiums and Misleading Representations (景品表示法) regulates misleading representations and excessive premiums for goods and services, so that consumers can choose products independently and rationally.
Act against Unjustifiable Premiums and Misleading Representations
Ban on misleading representations
Misrepresentation of quality (quality, specifications, etc.)
Misrepresentation of terms (price, trading terms, etc.)
Representations designated by the state (e.g. country of origin)
Limits on premiums
Caps on the value of giveaways and prize draws offered with purchases or other transactions
It is the short name of the 不当景品類及び不当表示防止法 (Act against Unjustifiable Premiums and Misleading Representations), and the Consumer Affairs Agency is in charge of it. The main types of misleading representation are misrepresentation of quality and misrepresentation of terms, and representations the state designates as likely to mislead consumers are also banned. For premiums offered with a purchase or other transaction, there are caps on the maximum value of a giveaway and on the maximum and total value of prize draws.
AnalogyPicture a referee standing in front of the store shelf. It blows the whistle on exaggerated labels and lavish giveaways that warp a shopper's judgment.
How to rememberThe two words in the Japanese name, "premiums" and "representations", are the two pillars. Read them as rules on giveaways and rules on ads and labels.
Exam points
Mix-upMisrepresentation of quality (優良誤認表示) makes content such as quality or specifications look far better than it is, and misrepresentation of terms (有利誤認表示) does the same for trading terms such as price or payment conditions.
ExamA representation that leads consumers to believe a product's country of origin (原産国) is a different country also counts as a misleading representation (不当表示) banned by the Act against Unjustifiable Premiums and Misleading Representations (景品表示法).
Specified Commercial Transactions Act vs. Act against Unjustifiable Premiums and Misleading Representations
Aspect
Specified Commercial Transactions Act
Act against Unjustifiable Premiums and Misleading Representations
Key differenceWhat is regulated
How businesses solicit, advertise and contract in specified deal types such as door-to-door sales
Representations and premiums for consumer goods and services, whatever the deal type
Typical rules
Cooling-off and delivery of documents
Bans on misrepresenting quality or terms, caps on the value of premiums offered with transactions
Key points
In a mandate or quasi-mandate, the mandatary promises careful handling suited to the role, not a finished result.
The Specified Commercial Transactions Act protects consumers by setting rules businesses must follow for each trouble-prone transaction type.
The Act on Improving Transparency and Fairness of Specified Digital Platforms requires designated large platform operators to disclose trading terms and report on their operations.
The Act against Unjustifiable Premiums and Misleading Representations regulates misleading representations, such as those that make content or terms look far better than they are, and excessive premiums.