Toiya (問屋)
Toiya (Tonya) refers to a wholesale agent as a general meaning used today; it has different meanings, however, if it is used in the context of history or the law. Detailed descriptions of these meanings are provided below.
General meaning
Generally, this term is used to mean a wholesale agent.
Meanings in a historical context
The term is derived from the name of an organization in the Kamakura period called Toimaru, which was first engaged in transportation operations, warehousing, and commissioned sales, and later became involved in handling general goods as well. In the Muromachi period, it came to be called Toiya, and later, even after being separated into the areas of transportation and wholesale, each one was still called Toiya.
In the Edo period, as mediators between feudal lords and people, Toiya served as public administrators in Shukubamachi (inn town), and at the same time, were chiefs of Machi yakunin (officials in a post station) who were in charge of Toiyaba (administration office). Many of them managed Honjin (the headquarters).
Kaisen donya (wholesaler in port) kept both the roles of transportation operation and wholesale agent, even after entering the Edo period.
Meanings from a legal standpoint
Toiya:
A type of merchant that conducts commission businesses.
The commercial code defines it as one who conducts distribution or purchases for others, under one's name, as a business, (Article 551 of the commercial code) and the buying and selling that is conducted by Toiya is determined by others. In other words, although, Toiya make deals under their own name and become the ones that assume rights and obligations to the parties that Toiya are making deals with, the profits and losses from the deals are restored to the consignor. The income of Toiya are charges for the service, paid from consignors for Toiya undertaking commissions. Because Tonya (wholesale agents) according to the general meaning are purchasing and distributing according to their own decisions, they are not Toiya from a legal point of view.
The brokerage at a broker house can be cited as a typical example of what Toiya do.
Toiya related laws
Laws concerning Toiya itself
Agreements of delegation, and policies of delegation and commission are applied mutatis mutandis. (Article 552, paragraph 2 of the commercial code)
Laws concerning others
Related laws for Toiya and concerned parties (Article 552, paragraph 1 of the commercial code)
Related laws for consignors and concerned parties.
Rights and obligations of Toiya
Obligations of Toiya
Due care of a prudent manager (Article 644 of the commercial code)
Duty to give notice (Article 557 of the commercial code)
Performance warranty (Article 553 of the commercial code)
Observance obligation of price limit (Article 554 of the commercial code)
Rights of Toiya
Right to demand remuneration (Article 512 of the commercial code)
Right to retention (Article 557 of the commercial code)
Right to auction deposit (Article 556 of the commercial code, Article 524 of the commercial code)
Right to intervene (Article 555 of the commercial code)
Juntoiya (similar to Toiya)
Ones that conduct activities other than distribution or purchases of goods for others as a business, are called Juntoiya, and the provision of Toiya is applied mutatis mutandis (Article 558 of the commercial code).