Differences between contract work and quasi-mandate agreements

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When we review a service agreement, one of the most common threshold questions is whether the arrangement is a contract for work (請負) or a quasi-mandate (準委任) under Japanese law. Both are commonly labelled a "business outsourcing agreement" in Japanese practice, but one promises completion of a defined result and the other promises the diligent performance of services. Getting this wrong creates disputes over whether a deliverable was accepted, when payment is owed, and what happens if the parties part ways midway.

Look at the work, not the heading

A contract for work obliges the contractor to complete a result, such as a building, a website or a piece of software, and payment is tied to that completion. A quasi-mandate obliges the contractor to perform administrative or professional services with the care of a good manager, without guaranteeing a particular outcome. The same recruitment consulting agreement can lean either way depending on whether it promises to build and deliver a recruitment site by a fixed date, or simply to advise on hiring strategy and support candidate interviews. Software development often mixes both: requirements definition tends to resemble quasi-mandate, while coding against a fixed specification tends to resemble a contract for work.

Liability turns on the classification

Under a contract for work, a defective deliverable raises contract-nonconformity liability (契約不適合責任): repair, price reduction, damages or termination. Under a quasi-mandate, the contractor's duty is to perform with the care of a good manager; a disappointing result, such as no sales lift or no successful hire, does not by itself amount to breach. What matters is whether the contractor performed at the required professional standard.

Payment timing and drafting follow the same line

Contract-for-work fees are usually conditioned on completion, delivery and acceptance; quasi-mandate fees are usually monthly or hourly, accruing as services are performed. A contractor asked to accept open-ended nonconformity liability for what is really advisory work should push back by clarifying that the engagement provides advice and support rather than a guaranteed result, and a client relying on a quasi-mandate structure to obtain a defined deliverable should not assume acceptance and remedy provisions come along for free.