26th Meeting (April 12, 2011)

Civil Code reform


Discussion on individual issues relating to the Civil Code (law of obligations) reform.

Summary of minutes

1. Members discussed on the interim report of points at issue on the Civil Code (law of obligations) reform based on Material No.26. Concrete topics for the discussion are as follows:

  1. Demand for performance
  2. Damages caused by non-performance of an obligation
  3. Cancellation of contracts
  4. Assumption of risk
  5. Delay in acceptance
  6. Other new provisions
  7. Right of subrogation of the obligee
  8. Right to request avoidance of fraudulent acts
  9. Claims and obligations of multiple parties (excluding guarantee obligations) 
  10. Guarantee obligations
  11. Assignment of claims 
  12. Provisions on securities-like claims
  13. Assumption of obligations
  14. Transfer (assignment) of contractual status 
  15. Payment 
  16. Set-off
  17. Novation
  18. Release and merger 
  19. Necessity to correspond to sophisticated and complex situation of means of settlement (About the issue on settlement among multiple parties) 
  20. General principles on contracts
  21. Stage of contract negotiation
  22. Offer and acceptance
  23. Advertisements offering prizes
  24. General conditions (definition and requirements for incorporation into the contract)
  25. General principles on juridical acts
  26. Mental capacity
  27. Manifestation of intention
  28. Regulation of unfair terms
  29. Voidance and rescission
  30. Agency
  31. Conditions and time period
  32. Calculation of time
  33. Prescription
  34. Regulations of contracts – common issues
  35. Sales – general rules
  36. Sales – effects of sales (warranty)
  37. Sales – effects of sales (except warranty)
  38. Sales – redemption, special sales contracts
  39. Exchange
  40. Gift
  41. Loans for consumption
  42. Lease
  43. Loans for use
  44. General discussion on contract in a form of rendering services (employment, contracts to produce work, mandates, and deposits)
  45. Contracts to produce work
  46. Mandates
  47. Provisions for contracts rendering services in lieu of quasi-mandates
  48. Employment
  49. Deposits
  50. Partnerships
  51. Life annuities
  52. Settlement
  53. New types of contracts
  54. Purpose of claims
  55. Principle of changes in circumstances
  56. Defense of insecurity
  57. Liquidated damages (Article 420 and 421 of the Civil Code)
  58. Interpretation of contracts
  59. Contracts for a third party
  60. Continuous contracts
  61. Influences on provisions on statutory claims
  62. Provisions on consumers and businesses
  63. Arrangement of provisions

2. Based on the result of deliberation above, it was decided that Material No.26 would be adopted as “Interim Report of Points at Issue on the Civil Code (law of obligations) Reform” with modifications suggested at the meeting. “Interim Report of Points at Issue on the Civil Code (law of obligations) Reform” will be brought to the procedure for public comment hereafter.


·          Material No.26 Draft for the Interim Report of Points at Issue on the Civil Code (law of obligations) Reform [under preparation].