Government measures in key jurisdictions 3rd edition final - Flipbook - Page 82
Japan
Contractual
Issues
What measures
have been taken
to reinforce
contracts?
Property
Have any changes
been made to
the laws around
property, rent and
enforcement?
82
•
It is common in Japan for companies to execute contracts by signing and/or affixing a company
stamp on paper documents. In many cases, even before Covid-19, contract parties sometimes (i)
executed agreements separately and then exchanged PDF copies on the contract date, and then (ii)
sent the originals to be combined as a single agreement. This approach is legally effective and
would be helpful in the Covid-19 situation.
•
An electronic contract with electronic signatures without any paper-based documents is also
permitted under Japanese law, save for exceptions, such as individual guarantees for a third-party
business. The Covid-19 pandemic should encourage the greater use of electronic contracts by
Japanese companies.
•
On 19 June 2020, the government issued a Q&A about contracts without a stamp on paper
documents, which suggests that certain approaches including (i) keeping email exchange records,
(ii) keeping a counterparty’s KYC information (if it is a new counterparty) and (iii) using electronic
signatures or electronic authorisation services would be helpful as evidence of the execution of
contracts.
•
For a summary of issues on force majeure and frustration in the context Covid-19, please visit
our website here.
•
On 10 March 2020, the Ministry of Economy, Trade and Industry (“
”) announced it had
requested companies to take special care in transactions with mid- or small-size subcontractors (see
more here), including (i) refraining from actions delaying supplies to them, (ii) bearing appropriate
increased costs derived from price increases in raw materials and/or extra work of subcontractors,
(iii) making payments on their due date, and (iv) refraining from cancelling or changing purchase
orders.
•
The Antimonopoly Act and Subcontractors Act also prohibit certain unfair trade practices
and would still apply anyhow.
•
As of 25 June 2020, there have been no changes to the laws that legally allow tenants to defer
rent payments. On 31 March, the Ministry of Land, Infrastructure, Transport and Tourism
(“
”) requested landlords for commercial rents to accept a deferral of rent payments by
tenants who have difficulty paying rent due to the Covid-19 situation. On 17 April, the MLIT
also announced that it would extend a one-year grace period for the payment of taxes and social
insurance contributions by building owners for commercial rents who agreed to defer or cancel
rent payments.
Government measures in key jurisdictions