Commercial Code

The following actions are commercial transactions:

an action through which a person seeks to acquire for value a movable, real property, or a negotiable instrument of value from whose transfer the person wishes to profit, or an action through which a person seeks to transfer an object so acquired;

an action through which a person seeks to make an acquisition for value in order to form and perform on a contract to supply a movable or negotiable instrument of value acquired from another person;

a transaction conducted on an exchange;

an action involving a bill, note, or other commercial instrument.

The following actions are commercial transactions only if they are taken as a part of business; provided, however, that this does not apply if the action is taken by a person that manufactures a product or engages in labor for the sole purpose of earning wages:

an action through which a first person seeks to acquire for value or rent from a second person a movable or real property from whose rental to a third person the first person wishes to profit, or an action through which one person seeks to rent to another person property so acquired or rented;

an action relating to manufacturing or processing undertaken for another person's benefit;

an action relating to the supplying of electricity or gas;

an action relating to transportation;

undertaking a contract for work or labor;

an action relating to publishing, printing, photography, or filming;

a transaction at an establishment at which it is intended for customers to gather;

exchanging money or making another banking transaction;

providing insurance;

undertaking a bailment;

an action relating to brokerage or intermediation;

undertaking the role of agent for a commercial transaction;

undertaking a trust.

An action taken by a merchant for the benefit of its business is a commercial transaction.

The actions of a merchant are presumed to be done for the benefit of its business.

Even if the agent for a commercial transaction conducts the transaction without representing that it is doing so on behalf of the principal, the actions of the agent bind the principal; provided, however, that if the other party does not know that the agent is conducting the transaction on behalf of the principal, these provisions do not preclude the other party from demanding that the agent perform the obligations arising from the transaction.

A person entrusted with conducting a commercial transaction may take actions that the person is not entrusted with taking, to the extent that this does not conflict with the main purpose of the entrustment.

A person's authority to act as the agent of a principal based on that person's entrustment with conducting a commercial transaction does not lapse upon the death of the principal.

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If merchants are at a distance from each other and the party receiving an offer to contract not specifying a period for acceptance does not issue notice of its acceptance within a reasonable period of time, the offer ceases to be valid.

The provisions of Article 524 of the Civil Code apply mutatis mutandis to a case as referred to in the preceding paragraph.

If a merchant receives an offer to contract that is in its line of business from a person with which it has regular dealings, the merchant must issue notice of its acceptance or refusal of the offer to contract without delay.

If a merchant neglects to issue a notice as referred to in the preceding paragraph, it is deemed to have accepted the offer to contract referred to in that paragraph.

If, along with the offer that a merchant receives for a contract that is in its line of business, the merchant also receives goods, it must store those goods at the expense of the offeror, even if it refuses the offer; provided, however, that this does not apply if the value of the goods is insufficient to compensate for the costs of the storage, or if the merchant will incur damage from the storage.

When two or more persons assume an obligation by way of an action that constitutes a commercial transaction for any one or all of them, they assume that obligation jointly and severally.

If there is a guarantor and an obligation arises from a commercial transaction by the principal obligor or the guarantee constitutes a commercial transaction, the principal obligor and the guarantor assume the obligation jointly and severally, even if they have assumed the obligation by way of separate actions.

When a merchant takes an action for another person that is within the scope of the merchant's business, it may claim reasonable remuneration.

If money is lent between merchants, the lender may claim statutory interest.

If a merchant pays money on behalf of another person within the scope of the merchant's business, the merchant may claim statutory interest for the period beginning on the date of the payment.

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The provisions of Article 349 of the Civil Code do not apply to a pledge created to secure an obligation arising from a commercial transaction.

If the place where an obligation arising from a commercial transaction is to be performed cannot be specified owing to the nature of the transaction or the manifestation of the intentions of the parties, the delivery of a specific thing must be effected at the place where the thing is at the time of the transaction, and any other obligation must be performed at the current place of business of the obligee (or at the obligee's domicile, if the obligee has no place of business).

If performance is due on a claim arising between merchants from an action that constitutes a commercial transaction for both parties, the obligee may retain an object or negotiable instrument of value belonging to the obligor that the obligee has gained possession of in the commercial transaction with the obligor, until the claim is satisfied; provided, however, that this does not apply if the parties have manifested a different intention.