Cambridge University Japan Forum seminar: 'Trust Over Text: The Japanese Perception of Contracts'

Speaker: Japanese lawyer Atsutoshi Maeda.

Full title: 'Trust Over Text: The Japanese Perception of Contracts: Duty of Good Faith: When Does Liability Begin in Negotiations?'

"No contract, no liability." This is a fundamental principle under Japanese law, just like English law. However, a significant divide can emerge. In the UK, the phrase "Subject to Contract" serves as a robust shield, allowing parties to walk away from negotiations at any time without liability. By contrast, under Japanese law and business culture, certain exceptional pre-signing actions or attitudes may trigger legal liability under the principle of Good Faith. This talk explores the cultural and legal gap between English Common Law's skepticism of "Good Faith" and the Japanese doctrine of Culpa in Contrahendo (Pre-contractual Liability). Why do Japanese courts, in specific cases, protect the "Trust" of a negotiating partner even before a contract is signed? Through a case study of a failed UK-Japan negotiation, we will discuss the true meaning of "Trust over Text."

Organiser: Ariunaa Alaszewski-Khargana, President: Cambridge University Japan Forum