As the name suggests, an entire agreement clause (also sometimes called an integration clause or merger clause) simply states that the signed agreement between the parties is the complete and final agreement. While this clause is often very simple and introduced toward the end of an agreement, it plays an important role in defining the parties’ rights and responsibilities. Neglecting to include an entire agreement clause can lead to misunderstandings and unexpected liability at a later date.
In Japan, traditionally rent is not raised every year and there are there are only 4 statutorily recognized situations where rent may be adjusted. The Act on Land and Building Leases lists the 4 situations: 1) property taxes have increased or decreased, 2) property values have increased or decreased, 3) some other change in the economic situation, & 4) the rent is inappropriate compared with other properties in the area. Barring one of these 4 situations, rent should not be adjusted either up or down. However, situation #3 (change in economic situation) is very vague and can be used to […]
International Commerce Terms (or Incoterms as they are often called) are a set of pre-defined commercial terms that are commonly used in international contracts between businesses. Many of the terms are three letter abbreviations that appear as common clauses in commercial contracts. Japanese business that rely on import or export of goods will regularly include these standard terms in agreements with foreign buyers or suppliers.
The Japanese government operates a public system very similar to escrow called the Deposit system (kyotaku 供託). Under this system, a party may deposit money (or other negotiable securities) with the government deposit office prior to executing a contract. Upon completion of the contract the government office will release the money to the relevant party. This system can be useful if two parties to a contract do not trust each other to keep their promises. In such case, one party may ask the other to put the money in the Deposit system until the performance is complete to ensure that […]