Emeric

Prévost, LLB, LLM

Business Law in English I
Final Exam
Business Law in English I
Fall semester
Final Exam


Please answer the two following questions with complete English sentences (no bullet points!).

All documents are allowed.

You have 1 hour 40 min (+ an additional 20 min tolerance delay).

Good luck!


Question 1: Please provide a structured and reasoned legal opinion on the following case.

JP Robotics KK, which is a company seated in Tokyo (Japan) and specialised in the conception
and production of robots for the industry, recently developed a new type of robot particularly
efficient to produce microchips. Following an advertising and marketing campaign specifically
targeting the European market, JP Robotics KK received via email, on 5 December 2022, a
purchase order from Brits Computer Ltd (Brits Computer), a company seated in London
(United Kingdom) which resales electronic components for the UK and European markets.

The purchase order simply stated the intention of Brits Computer to buy 4 units of the above
robot newly conceived by JP Robotics KK, to be delivered in London by 4 January 2023, for a
total amount of JPY 77,459,333.85. The purchase order did not contain any choice of law
clause nor any choice of court clause.

On 7 December 2022, JP Robotics KK sent an email to Brits Computer acknowledging the
purchase order and stating that JP Robotics’ General Terms and Conditions apply. The email
contained a hyperlink to JP Robotics public website where its General Terms and Conditions
could be freely downloaded.

JP Robotics’ General Terms and Conditions specifically provide that any delivery made
pursuant to a transaction concluded under JP Robotics General Terms and Conditions are
made CIP, and any dispute related to such transaction shall be settled before the competent
Japanese Court and in application of Japanese Law.

Brits Computer took delivery of the goods on 4 January 2023, as scheduled. However, 3 days
later, on 7 January 2023, Brits Computer sent an email to JP Robotics to complain that one of
the robot was not functioning properly and asked JP Robotics KK to repair it as soon as possible.

JP Robotics KK immediately responded on 8 January 2023 that it will send a team of engineers
to investigate the matter and eventually repair the defective robot. However, as the
investigation and reparation would take time, Brits Computer specified that it nevertheless
intends to claim damages to compensate for the resulting loss of profit.

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 Emeric Prévost, LLB, LLM
Business Law in English I
Final Exam
JP Robotics KK now seeks your advice and asks you to provide a structured and reasoned legal
opinion on: a) the competent jurisdiction; b) the applicable law to the dispute; and c) whether
Brits Computer Ltd is entitled to claim damages for the loss of profit resulting from the
production delay caused by the allegedly defective robot.


Question 2: Please critically analyse the following question and provide a structured answer
with the help of the factual circumstances outlined and the legal provisions reproduced
below.

What is the law applicable to a claim in tort brought before a Japanese court by a plaintiff
alleging gross Human Rights violations suffered abroad? Do you think that the current state
of the law is appropriate?

In September 2022, the Japanese Government published its “Guidelines on Respecting Human
Rights in Responsible Supply Chains” with the aim to drive Japanese companies operating
world-wide to implement corporate due diligence mechanisms and standards throughout
their supply chains. What could be the legal and practical effect of such guidelines?

Case example of relevant factual circumstances:

A Japanese Company (JP Co) is manufacturing products via its subsidiary in Pandora for sales
and export world-wide. It has been widely reported by concurring reports of several Non-
Governmental Organizations (NGOs) that labour and safety standards are particularly low in
Pandora. Also, the Human Rights situation in Pandora recently attracted international
attention, as the roof of a factory managed by the subsidiary of JP Co in Pandora partly
collapsed, causing the death of 10 workers (including a 10-year old child) and severe injury of
50 other persons.

This disaster prompted the International Labour Organization (ILO) to appoint a special
rapporteur to investigate the matter and draft a detailed report on the situation. The victims
or their family also brought an action in tort under Japanese Law before Tokyo district court
for gross negligence and gross violation of Human Rights standards against JP Co and its
subsidiary.




***********

Japanese Act on the General Rules of Application of Laws, Act No 78 of 2006, Entry
into force on January 1, 2007.

Article 17 Torts

The formation and effect of claims arising from a tort shall be governed by the law of the place
where the results of the infringing act are produced. However, if it was not foreseeable under

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 Emeric Prévost, LLB, LLM
Business Law in English I
Final Exam
normal circumstances that the results would be produced at that place, the law of the place
where the infringing act occurred shall apply.

Article 20 Exception for Cases Where a Manifestly More Closely Connected Place Exists

Notwithstanding the provisions of the preceding three articles, the formation and effect of
claims arising from a tort shall be governed by the law of the place which is manifestly more
closely connected with the tort than the place determined pursuant to the preceding three articles,
considering that the parties had their habitual residence in the same jurisdiction at the time when
the tort occurs, the tort constitutes a breach of obligations under a contract between the parties,
or other circumstances of the case.

Article 21 Change of Governing Law by the Parties

The parties to a tort may, after the tort has occurred, change the law governing the formation
and effect of claims arising therefrom. However, if the change of the governing law would
prejudice the rights of a third party, the change may not be asserted against such third party.

Article 22 Limitation on Torts by Public Policy (Ordre public)

(1) If the rights and obligations relating to a tort shall be governed by a foreign law, claims for
damages or any other remedies under that law may not be claimed if the actions causing the
tort are not unlawful under Japanese law.

(2) If the rights and obligations relating to a tort shall be governed by a foreign law, even if the
actions causing the tort are unlawful both under that foreign law and Japanese law, the victim
may not claim any greater recovery of damages or any other remedies than those available
under Japanese law.