Keizokuteki keiyaku no kihan (Norms of Continuous Contract)

This is the third book concerning the legal problems of continuous contracts and business relations, written by the same author. The first book is ‘A Study of Unilateral Cancellation of Continued Relations of Sales’ (1994, Yuhikaku) and the second is ‘Studies on Continuous Business Relations’ (2000, Yuhikaku).
 
In the first book, the author addressed the unilateral rupture of business relations. The responsibilities of a party who terminated a relation both de jure and de facto are discussed. After extensive research on legislations, cases, and doctrines of Japan, France, and the United States, the author sought to establish a proper contractual structure to regulate the problems adequately. Referring to a theory of relational contract law proposed by an American professor, the author remained committed to the traditional contract law completed by good faith.
 
In the second book, the author delves into the refined contracts, minutely describing the conditions of deals. The author investigated the practices of deals in Japan and the United States. References are made to French and German notion of frame contracts (contrat cadre; Rahmenvertrag).
 
At the time when the second book was published, a significant movement to reform contract law had commenced in Japan, as well as in other countries. In the third book, the author addresses the norms governing continuous contracts, preparing for legislation. This book contains sixteen articles written during those 20 years.
 
Chapter one of this book, entitled ‘Continuous Contract in General’, consists of six articles. The main subject is the different treatments of continuous contracts in two reforms of the civil code in the early 21st century. In Japan, there was a discussion about placing general provisions on continuous contracts in the civil code, but the reformed civil code of 2017 did not adopt them. In contrast, several general provisions of continuous contracts were introduced into the French civil code, which was reformed in 2016. The author analyzes the provisions, proposed or adopted, concerning continuous contracts and considers the reasons for differing attitudes of legislations.
 
Chapter two, entitled ‘A Variety of Continuous Contracts,’ consists of five articles that discuss contracts of loan for use, bailment, guaranty, employment and deposit to a bank.
 
Chapter three deals with more general subjects of contract law and law of obligations, such as ‘Variety and essence of sales contract,’ ‘Equality of creditors,’ and ‘Communal obligations and claims.’
 
Through this book and its two precedents, the author attempted to clarify and resolve the issues of continuous contracts, a notion that remains vague, by analyzing the various interests concerned with continuous contractual relations, considering the structure and contents of the contract through which such interests can be adequately regulated, as well as discussing the causes of differences in legislations concerning this type of contract.
 

(Written by NAKATA Hiroyasu, Emeritus Professor, Graduate Schools for Law and Politics / 2023)