Rescission of Contract After Demand for Performance

Plain-language explanation

This article establishes the basic rule for terminating (rescinding) a contract when one party fails to perform its obligations. The process requires two steps: first, the aggrieved party must send a demand (催告) giving the other party a "reasonable period" to perform — for example, "please deliver the goods within one week." Only if performance still doesn't happen within that period can the aggrieved party then rescind the contract. This "demand first, then rescind" structure gives the breaching party a fair chance to fix the problem before the contract is terminated.

However, there's an important exception: if the failure to perform, viewed in light of the contract and general commercial/social norms, is only "minor" or "trivial" at the time the period expires, rescission is NOT allowed. For example, if a delivery is just one day late and this barely affects the purpose of the contract, a court may find the breach too minor to justify canceling the whole deal. This exception prevents parties from using small technical breaches as an excuse to walk away from contracts, promoting fairness and contract stability.

In practice, businesses use this article when a supplier misses a delivery deadline, a client fails to pay on time, or a service provider doesn't complete agreed work. The standard approach is to send a formal written demand (often via certified mail) specifying a deadline, and if performance still doesn't occur, follow up with a rescission notice. Disputes commonly arise over whether the given period was "reasonable" and whether the breach was "minor" — so drafting contracts with clear performance deadlines and materiality thresholds can help avoid litigation later.

日本語での解説

Common scenarios

• ▸サプライヤーが納期を大幅に過ぎても商品を納品しない場合の契約解除
• ▸取引先が代金を支払期日から相当期間経過しても支払わない場合の契約解除
• ▸業務委託契約で受託者が成果物を完成させない場合の契約解除
• ▸賃貸借契約で賃借人が賃料を滞納し、催告後も支払わない場合の解除
• ▸軽微な納期遅延(1日程度)を理由に発注者が一方的に解除を主張し、業者が争うケース