Chapter VII Commercial Agents
第七章 代理商
第二十七条（通知義務）
Having acted as agent or intermediary in a transaction, a commercial agent (meaning a person that is not the employee of a merchant but that acts on behalf of the merchant as the agent or intermediary in a transaction that is in the merchant's ordinary line of business; hereinafter the same applies in this Chapter) must issue notice of this to the merchant without delay.
代理商（商人のためにその平常の営業の部類に属する取引の代理又は媒介をする者で、その商人の使用人でないものをいう。以下この章において同じ。）は、取引の代理又は媒介をしたときは、遅滞なく、商人に対して、その旨の通知を発しなければならない。
Article 28Non-Competition by Commercial Agents
第二十八条（代理商の競業の禁止）
A commercial agent must not engage in any of the following conduct without the permission of the merchant:
conducting a transaction that is in the merchant's line of business for the benefit of the agent or a third party;
自己又は第三者のためにその商人の営業の部類に属する取引をすること。
becoming the director, executive officer, or executive managing member of a company that carries on the same kind of business as the merchant.
その商人の営業と同種の事業を行う会社の取締役、執行役又は業務を執行する社員となること。
If a commercial agent has engaged in the conduct set forth in item (i) of the preceding paragraph in violation of the provisions of that paragraph, the amount of profit that the agent or third party has earned as a result of the conduct is presumed to be the amount of damage that the merchant has incurred.
Article 29Authority to Receive Notice
第二十九条（通知を受ける権限）
A commercial agent entrusted with the sale of goods or the role of intermediary for their sale has the authority to receive a notice as referred to in Article 526, paragraph (2) or any other notice regarding the sale.
物品の販売又はその媒介の委託を受けた代理商は、第五百二十六条第二項の通知その他売買に関する通知を受ける権限を有する。
Article 30Contract Cancellation
第三十条（契約の解除）
If a merchant and a commercial agent do not fix the term of a contract, either may cancel that contract with two months' advance notice.
Notwithstanding the provisions of the preceding paragraph, if there is a compelling reason, a merchant or a commercial agent may cancel the contract between them at any time.
Article 31Commercial Agent's Right of Retention
第三十一条（代理商の留置権）
If performance is due on a claim arising from a commercial agent's actions as an agent or intermediary in a transaction, the agent may retain property or negotiable instruments of value that the agent is holding for the merchant until the claim is satisfied; provided, however, that this does not apply if the parties have manifested a different intention.
No English for this paragraph yet.
削除
merchant
「商人」
A person who, in their own name, carries on commercial transactions (商行為) as a business.
Defined inArticle 4, paragraph (1)· applies throughout the law
commercial agent
「代理商」
A person, not an employee of the merchant (商人), who acts as agent or intermediary for a merchant in transactions belonging to that merchant's ordinary line of business.
Defined inArticle 27, paragraph (1)· applies only in this chapter
cancellation
解除
Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets a party cancel for the other's failure to perform: after a demand to perform within a reasonable time that is not met, unless what is still missing is minor (Article 541), or at once where performance has become wholly impossible, or the other party has clearly refused to perform, among other cases where performance clearly will not come (Article 542, paragraph (1)). On cancellation each party must put the other back in the position before the contract, and damages can still be claimed (Article 545, paragraphs (1) and (4)); a lease, though, ends only from then on (Article 620). Cancellation differs from rescission (取消し), after which the act is treated as void from the start (Article 121).
Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
manifestation of intention
意思表示
A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other party accepts it (Civil Code, Article 522, paragraph (1)), the acceptance itself (Article 527), or the notice to the other party by which a party rescinds (取消し) an act or cancels (解除) a contract (Articles 123 and 540, paragraph (1)). One made to another person takes effect when notice of it reaches that person, or when it would normally have reached them if they blocked it without good reason (Article 97, paragraphs (1) and (2)), and does not lose its effect because the person who made it dies, loses mental capacity (意思能力) or comes under legal limits on what they can do alone after sending the notice (Article 97, paragraph (3)); where the person making it cannot find out who the other party is or where they are, it can be made by public notice (Article 98, paragraph (1)). It is not void just because the person making it knew it was not their true intention, unless the other party knew or could have known that (Article 93, paragraph (1)); a false one made in collusion with the other party is void (Article 94, paragraph (1)); and neither voidness can be asserted against a third party who did not know of it (善意) (Articles 93, paragraph (2), and 94, paragraph (2)). One based on a mistake that is material in light of the purpose of the juridical act (法律行為) and accepted views in dealings may be rescinded — one based on a mistaken view of the circumstances behind the act only if it had been shown that the act was based on them, and as a rule not where the mistake came from the gross negligence of the person who made it (Article 95, paragraphs (1) to (3)) — and so may one made under fraud or duress, though one induced by a third party's fraud only if the other party knew of the fraud or could have known of it (Article 96, paragraphs (1) and (2)); a rescission for mistake or fraud cannot be relied on against a third party who did not know and was not careless in not knowing (Article 95, paragraph (4), and Article 96, paragraph (3)). One that an agent makes within the agent's authority, showing that it is made for the principal, takes effect directly for the principal (Article 99, paragraph (1)). The Consumer Contract Act lets a consumer rescind an offer or acceptance of a consumer contract made because the business, when soliciting it, told them something untrue about an important matter and they believed it, among other grounds (Consumer Contract Act, Article 4, paragraph (1), item (i)), and the Act on Specified Commercial Transactions does the same where, in a door-to-door sale, the seller or service provider told them something untrue about such matters as the goods or the price (Article 6, paragraph (1), and Article 9-3, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 as a reference.