①A person that grants authority to represent to another person is liable towards a third party for an act performed between that other person and the third party within the scope of the authority to represent after the extinction of the authority to represent if that third party does not know the fact that the authority to represent has ceased to exist; provided, however, that this does not apply if the third party does not know the fact due to negligence.

②If a person that grants authority to represent to another person is, pursuant to the provisions of the preceding paragraph, liable for an act performed between that other person and a third party within the scope of the authority to represent after the extinction of that authority to represent, and the other person performs in relation to the third party an act beyond the scope of the authority to represent, the person that grants authority to represent is liable for that act only if the third party has reasonable grounds for believing that the other person has authority to represent for the act.

①A contract concluded by a person who acts as the agent of another person but has no authority to represent does not bind the principal unless the principal ratifies it.

②The ratification or refusal to ratify may not be duly asserted against the counterparty unless it is made to that counterparty; provided, however, that this does not apply if the counterparty has come to know the ratification or refusal to ratify.

In the case referred to in the preceding Article, the counterparty may demand, by specifying a reasonable period of time, that the principal give a definite answer on whether or not the principal will ratify within that period of time. In this case, if the principal fails to give a definite answer within that period, the principal is deemed to have refused to ratify.

A counterparty may rescind a contract that a person without the authority to represent has concluded until the principal ratifies it; provided, however, that this does not apply if the counterparty knew at the time of the conclusion of the contract that the agent had no authority to represent.

Ratification is retroactive to the time of the conclusion of the contract unless a particular intention is manifested; provided, however, that this may not prejudice the rights of a third party.

①A person who concludes a contract as an agent of another person is liable to the counterparty for the performance of the contract or damages, as chosen by the counterparty, unless the person proves their authority to represent or the principal ratifies the contract.

②The provisions of the preceding paragraph do not apply in the following cases:

With respect to a unilateral juridical act, the provisions of Articles 113 through the preceding Article apply mutatis mutandis only if the counterparty, at the time of the act, either agrees for the person holding themselves out as an agent to act without the authority to represent or does not contest the authority to represent of that person. The same applies if that counterparty does a unilateral juridical act to a person without authority to represent with the consent of that person.

A void act does not become effective by ratification; provided, however, that if a party ratifies an act knowing that the act is void, it is deemed that the party did a new act.

①An act that is revocable on the grounds of the qualified legal capacity to act of the person who did the act may be revoked only by the person with qualified legal capacity (in the case of an act performed by the person as a legal representative of another person with limited capacity, including that other person with limited capacity), or their agent or successor, or a person who has the authority to give consent thereto.

②An act that is revocable on the grounds of a mistake, fraud or duress may be revoked only by the person who made the defective manifestation of intention, or their agent or successor.

An act that has been revoked is deemed void ab initio.

①A person that has received payment or delivery as the performance of an obligation based on a void act has an obligation to restore the other party to the original state.

②Notwithstanding the provisions of the preceding paragraph, if a person that receives payment or delivery as the performance of an obligation based on a void gratuitous act did not know that the act was void at the time of receiving the payment or delivery (or if the person did not know that the act may be revoked at the time of receiving the payment or delivery in the case of an act which is deemed void ab initio pursuant to the provisions of the preceding Article after the receipt of the payment or delivery), has an obligation to return to the extent currently enriched by the act.

③Notwithstanding the provisions of paragraph (1), a person who has no mental capacity at the time of performing an act has an obligation to return to the extent currently enriched by the act. The same applies to a person who is a person with qualified legal capacity at the time of performing an act.

A revocable act may not be revoked after the person prescribed in Article 120 ratifies it.

If the counterparty to an act that may be revoked is identified, the revocation or ratification of that act is made by the manifestation of intention to the counterparty.

①The ratification of a revocable act does not become effective unless it is made after the circumstances that made the act revocable cease to exist and the person ratifying the act becomes aware of the right to revoke it.

②In the following cases, the ratification referred to in the preceding paragraph is not required to be made after the circumstances that made the act voidable cease to exist:

If, at or after the time when it becomes possible to ratify an act, any of the following facts occur with respect to a revocable act, it is deemed that the act has been ratified; provided, however, that this does not apply if an objection is reserved:

The right to revoke an act is extinguished by the operation of the prescription if it is not exercised within five years from the time when it becomes possible to ratify the act. The same applies if 20 years have passed from the time of the act.

①A juridical act subject to a condition precedent becomes effective upon fulfillment of the condition precedent.

②A juridical act that is subject to a condition subsequent ceases to be effective upon fulfillment of the condition subsequent.

③If the party manifests an intention to make the effects retroactive to the time of or any time before the time of the fulfillment, that intention prevails.

While it is uncertain whether or not a condition will be fulfilled, a party to a juridical act that is subject to a condition may not prejudice the other party's interests that would arise from the juridical act upon fulfillment of the condition.

While it is uncertain whether or not a condition will be fulfilled, the rights and obligations of the party concerned may be disposed of, inherited or preserved, or a security may be provided therefor, in accordance with the general provisions.

①If a party that would suffer a detriment as a result of the fulfillment of a condition intentionally prevents the fulfillment of that condition, the counterparty may deem that the condition has been fulfilled.

②If a party who would enjoy a benefit as a result of the fulfillment of a condition wrongfully has that condition fulfilled, the counterparty may deem that the condition has not been fulfilled.

①If a condition has already been fulfilled at the time of a juridical act and that condition is a condition precedent, the juridical act constitutes an unconditional act; if that condition is a condition subsequent, the juridical act is void.

②If it has already been established at the time of a juridical act that a condition will not be fulfilled and that condition is a condition precedent, the juridical act is void; if that condition is a condition subsequent, the juridical act constitutes an unconditional act.

③In the cases referred to in the provisions of the preceding two paragraphs, the provisions of Article 128 and Article 129 apply mutatis mutandis until the relevant party becomes aware that the condition has been or has not been fulfilled.

A juridical act subject to an unlawful condition is void. The same applies to a juridical act subject to the condition that an unlawful act not be performed.

①A juridical act subject to an impossible condition precedent is void.

②A juridical act subject to an impossible condition subsequent is an unconditional juridical act.

A juridical act subject to a condition precedent is void if the condition is dependent only upon the intention of the obligor.

①If a time of commencement is assigned to a juridical act, the performance of that juridical act may not be demanded before the arrival of that assigned time.

②If time of expiration is assigned to a juridical act, that juridical act expires upon the arrival of that assigned time.

①The time stipulation is presumed to be provided for the benefit of the obligor.

②The benefit of time stipulation may be waived; provided, however, that the waiver may not prejudice the interest of the counterparty.

The obligor may not assert the benefit of time stipulation if: