JapanPurchased without mandatory disclosure. Can I rescind?
Yes, you may rescind the contract if the seller failed to disclose required information under the Act on Prevention of Delay in Payment of Subcontract Proceeds, and you act within the statutory period.
What the Law Says
Japanese law requires certain disclosures in subcontract-related transactions, and failure to provide them gives the buyer a statutory right to rescind.
Under the Act on Prevention of Delay in Payment of Subcontract Proceeds (Act No. 120 of 1956), a principal contractor must disclose specific terms—including payment deadlines, interest rates, and conditions for deductions—before concluding a subcontract agreement.
If this mandatory disclosure is omitted or incomplete, the subcontractor (i.e., the purchaser in such contexts) may rescind the contract by written notice.
Rescission must be exercised within 10 days from the date the subcontractor became aware—or should have become aware—of the omission.
Statutory TextIf a principal contractor fails to make the disclosures required under the provisions of the preceding Article, the subcontractor may rescind the subcontract by giving written notice to the principal contractor.
— Act on Prevention of Delay in Payment of Subcontract Proceeds, s. 11 — Right to Rescind Contract
Statutory TextA principal contractor shall, before concluding a subcontract, disclose to the subcontractor, in writing, matters prescribed by Cabinet Order, including the time for payment of subcontract proceeds, the rate of interest on delayed payments, and matters concerning deductions from subcontract proceeds.
— Act on Prevention of Delay in Payment of Subcontract Proceeds, s. 10 — Disclosure Obligation
What to Do
Confirm whether your transaction falls under the definition of a 'subcontract' under the Act (e.g., goods/services supplied to a business that then resells or incorporates them).
Check whether the seller failed to provide written disclosure of payment terms, interest, or deductions as required under Section 10.
Send a written rescission notice to the seller within 10 days of discovering the omission.
Keep proof of delivery (e.g., certified mail receipt) and copies of all related documents.
Sources
Not legal advice. This article is general information based on publicly available sources, written for educational purposes. Laws change and individual situations vary. Consult a licensed attorney in your jurisdiction before acting on anything you read here. Last reviewed: 2026-06-08.