Civil Code

The assignment of a claim does not require the claim to have already arisen by the time of the manifestation of intention to assign it.

If a claim is assigned, and the claim is yet to arise by the time of the manifestation of intention to assign it, the assignee by operation of law acquires the claim when it arises.

In the case prescribed in the preceding paragraph, if the assignor makes the manifestation of intention to restrict assignment by the time when the assignor gives notice under the provisions of the following Article or the obligor gives consent under the provisions of that Article (referred to as the "time when the requirements for perfection are satisfied" below), a third party such as the assignee is deemed to have known this, and the provisions of Article 466, paragraph (3) (or paragraph (1) of the preceding Article if the claim subject to the manifestation of intention to restrict assignment is a claim for deposits) apply thereto.

The assignment of a claim (including the assignment of a claim that is yet to arise) may not be duly asserted against the applicable obligor or any other third party, unless the assignor gives notice of this to the obligor or the obligor has consented to the same.

Notice or consent referred to in the preceding paragraph may not be duly asserted against a third party other than the obligor unless the notice or the consent is made using an instrument bearing a certified date.

An obligor may duly assert against the assignee any event that has taken place with regard to the assignor by the time when the requirements for perfection are satisfied.

For the purpose of the application of the provisions of the preceding paragraph in the case referred to in Article 466, paragraph (4), the phrase at the time when the requirements for perfection are satisfied" in that paragraph is deemed to be replaced with "at the time when a reasonable period of time referred to in Article 466, paragraph (4) has passed"; and to apply the provisions of that paragraph in the case referred to in Article 466-3, the phrase "at the time when the requirements for perfection are satisfied" in that paragraph is deemed to be replaced with "at the time when the obligor receives a request from the assignee referred to in Article 466-3 to make a deposit with an official depository pursuant to the provisions of that Article".

An obligor may duly assert against the assignee a set-off based on a claim against the assignor that the obligor acquired before the time when the requirements for perfection are satisfied.

The preceding paragraph also applies to a claim against the assignor that the obligor acquires after the time when the requirements for perfection are satisfied if the claim is any of the following; provided, however, that this does not apply if the obligor acquires a claim of another person after the time when the requirements for perfection are satisfied:

a claim that has arisen from a cause that existed before the time when the requirements for perfection are satisfied; or

beyond what is stated in the preceding item, a claim that has arisen from a contract under which the claim acquired by the assignee has arisen.

To apply the provisions of the preceding two paragraphs in the case referred to in Article 466, paragraph (4), the phrase "at the time when the requirements for perfection are satisfied" in these provisions is deemed to be replaced with "at the time when a reasonable period of time referred to in Article 466, paragraph (4) has passed"; and to apply these provisions in the case referred to in Article 466-3, the phrase "at the time when the requirements for perfection are satisfied" in these provisions is deemed to be replaced with "at the time when the obligor receives a request from the assignee referred to in Article 466-3 to make a deposit with an official depository pursuant to the provisions of that Article".

An additional obligor resulting from the cumulative assumption of an obligation assumes, jointly and severally with the initial obligor, an obligation of the same content as the obligation assumed by the initial obligor to the obligee.

The cumulative assumption of an obligation may be effected by a contract between the obligee and the person that becomes the additional obligor.

The cumulative assumption of an obligation may also be effected by a contract between the initial obligor and the person that becomes the additional obligor. In such a case, the cumulative assumption of an obligation becomes effective when the obligee gives consent to the person that becomes the additional obligor.

The cumulative assumption of an obligation to be effected pursuant to the provisions of the preceding paragraph is governed by the provisions concerning a third party beneficiary contract.

An additional obligor may duly assert against the obligee any defense that could have been asserted by the initial obligor at the time when the cumulative assumption of an obligation became effective, with regard to the obligation that the additional obligor has assumed through the cumulative assumption of an obligation.

If the initial obligor has a right to revoke or right to cancel against the obligee, the additional obligor may refuse to perform the obligation to the obligee to the extent that the initial obligor should have been released from the obligation by exercising either of these rights.

A new obligor resulting from the discharging assumption of an obligation assumes an obligation of the same content as the obligation of the initial obligor to the obligee, and the initial obligor is released from their own obligation.

The discharging assumption of an obligation may be effected by a contract between the obligee and the person that becomes the replacing obligor. In such a case, the discharging assumption of the obligation becomes effective when the obligee notifies the initial obligor of the conclusion of that contract.

The discharging assumption of an obligation may also be effected if the initial obligor and the person that becomes the replacing obligor conclude a contract and the obligee gives consent to the person that becomes the replacing obligor.

A new obligor may duly assert against the obligee any defense that could have been asserted by the initial obligor at the time when the discharging assumption of an obligation became effective, with regard to the obligation that the replacing obligor has assumed through the assumption of obligation releasing the obligor.

If the old obligor has a right to revoke or right to cancel against the obligee, the new obligor may refuse to perform the obligation to the obligee to the extent that the initial obligor could have been released from the obligation by exercising either of these rights should the assumption of obligation releasing the obligor not be effected.

A new obligor resulting from the discharging assumption of an obligation does not acquire a right to reimbursement from the obligor.

An obligee may transfer a security right that has been created as security for the obligation from which the initial obligor is released pursuant to the provisions of Article 472, paragraph (1) to the obligation assumed by the replacing obligor; provided, however, that if a person other than the replacing obligor created the security right, the obligee must obtain consent from that person.

The transfer of a security right under the provisions of the preceding paragraph must be effected by manifesting the intention to the replacing obligor in advance or upon the transfer.

The provisions of the preceding two paragraphs apply mutatis mutandis if there is a person that gave guarantee for the obligation from which the initial obligor is released pursuant to the provisions of Article 472, paragraph (1).

In the case referred to in the preceding paragraph, the consent referred to in paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph does not become effective unless it is given in writing.

If the consent referred to in the preceding paragraph is given by means of an electronic or magnetic record in which its content is recorded, the consent is deemed to have been given in writing, and the provisions of that paragraph applies.

If the obligor performs an obligation to the obligee, the claim is extinguished.

A third party may also perform an obligation.

A third party that has no legitimate interest in performing an obligation may not perform the obligation against the intention of the obligor; provided, however, that this does not apply if the obligee did not know that the performance is against the intention of the obligor.

The third party prescribed in the preceding paragraph may not perform the obligation against the intention of the obligee; provided, however, that this does not apply if the third party performs the obligation as requested by the obligor, and the obligee knew this.

The provisions of the preceding three paragraphs do not apply if the nature of an obligation does not permit the performance by a third party or if a party manifests the intention to prohibit or restrict the performance by a third party.

If a person effecting performance has delivered a thing owned by another person in performance of the obligation, the person so effecting performance may not recover that thing without effecting valid performance de novo.

In a case referred to in the preceding Article, if an obligee in good faith consumes or assigns things received in performance of an obligation, that performance is valid. In such a case, if the obligee has received a claim for compensation from a third party, the obligee is not precluded from seeking reimbursement from the person performing the obligation.

Performance made by making payment into the obligee's account for deposits or savings becomes effective when the obligee acquires a right to demand the refund of the amount paid, against the obligor of the claim to be paid from deposits or savings.

Performance made to a person that does not constitute a person authorized to accept the performance (meaning the obligee or a third party authorized to accept performance based on the provisions of laws and regulations or the manifestation of intention of the parties; the same applies below) but that appears to be the person authorized to accept the performance in light of common sense trading practices is effective only if the person effecting performance was acting in good faith and without negligence.

Except as provided in the preceding Article, any performance made to a person other than the person with right to performance is effective only to the extent that the obligee is enriched as its result.

Deleted

If a third party obligor of a claim that has been seized performs the obligation to that third party's own obligee, the attaching obligee is entitled to request the third party obligor to perform the obligation de novo to the extent of the damage sustained by the attaching obligee.

The provisions of the preceding paragraph do not preclude the relevant third party obligor from exercising the right to reimbursement from the obligee.

If a person that has right to perform an obligation (referred to as a "performer" below) concludes a contract with the obligee to the effect that the person is to have the obligation extinguished by making, in lieu of the payment or delivery to be performed by the obligor, another type of payment or delivery, and the performer makes that other type of payment or delivery, the payment or delivery thus made has the same effect as that of the performance of the obligation.

If the subject of a claim is the delivery of a specific thing, and the quality of the thing may not be determined on the time when the delivery is due in light of the cause from which the claim has arisen such as a contract and common sense trading practices, the person that performs the obligation must deliver the thing on an "as-is" basis on the time when the delivery is due.

Unless a particular intention is manifested with respect to the place where the performance should take place, the delivery of a specific thing must be effected at the place where that thing was located when the relevant claim accrued, and the discharge of any other obligation must be effected at the current domicile of the obligee.

If the trading hours are specified by laws and regulations or customs, performance may be made or demanded only within the trading hours.

Unless a particular intention is manifested with respect to the expenses of performance, those expenses are borne by the obligor; provided, however, that if the obligee caused the expenses of performance to increase by relocating its domicile or taking any other act, the amount of increase due to this is borne by the obligee.