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Author	Prof Eriko Taoka
Organisation/Institution	Rikkyo University, College of Law and Politics
Country	JAPAN
Panel	Private Law
Title	Agent's Duty to Not Appropriate Business Opportunities: Exporting Trustees' Duties to Trust-like Relations
Abstract	This paper addresses a fundamental gap in Japanese law regarding agents' duty not to appropriate business opportunities by analysing a recent Tokyo District Court decision decided on 22 March 2023. The gap stems from Japanese agency law's exclusive focus on external relationships — those between agents or principals on the one hand, and third parties on the other—whilst relegating internal agent-principal dynamics to the specific service contract that contains the agency arrangement: mandate, employment, or contract for work. This structural approach has prevented the development of uniform duties that apply to all agents as agents, particularly the duty of loyalty. Consequently, when an employee appropriated business opportunities belonging to the employer during employment, the Tokyo District Court incorrectly applied the legal test designed for evaluating the validity and scope of post-employment non-competition clauses, drawing analogies between fundamentally different legal situations: since post-employment non-competition clauses involve former employees' freedom to engage in businesses that compete with former employers, this requiring courts to balance this freedom against employer interests in protecting its businesses. This balancing consideration is unnecessary and inappropriate for current employees who appropriate business opportunities presented to their employers during their ongoing employment. This paper argues that such appropriation cases should instead be governed by the duty of loyalty applicable to employees as agents, and proposes to extend the duty of loyalty in trust law to other trustee-like relationships, including agent-principal relationships such as employment, mirroring how fiduciary duties/relations developed in common law jurisdictions.
Biography	Professor of Law at Rikkyo University, Tokyo, where she has taught since 2021. She holds a PhD from the National University of Singapore, where she was awarded the President's Graduate Fellowship, an LLM from Duke University School of Law (2006), and LLB from Waseda University (2003). She specialises in Japanese civil law, with particular expertise in agency law, trust law, consumer contract law, and comparative legal studies. Her doctoral thesis examined the practical use of the CISG, and her current research focuses on Japanese trust law, particularly focusing on family trusts, comparative contract law in Asia and the CISG.