When leasing a residential property, many prospective tenants proceed with the contract after confirming key details—such as rent, amenities, and conditions—through discussions with the real estate agent. However, during these conversations, verbal assurances are sometimes made that do not appear in the written lease agreement. Phrases such as “We’ll repair this later,” “There will be no cleaning fee upon move-out,” or “You’re free to use this furniture as is” are not uncommon.
But are such verbal agreements legally binding when not included in the written contract? In the event of a dispute or upon vacating the property, it’s not unusual for tenants to find themselves at a disadvantage in a “he said, she said” scenario.
This article explores the legal treatment of verbal agreements in lease contracts and offers practical guidance on how tenants can protect themselves from potential misunderstandings and losses.
Under Japanese Law, Verbal Agreements Can Constitute Legally Binding Contracts
Under Japan’s Civil Code, a written document is not a prerequisite for a contract to be legally valid. A mutual agreement expressed verbally between parties is, in principle, sufficient to form a binding contract.
For instance, a simple exchange such as “I’ll rent this unit” and “Understood, I’ll lease it to you” may, in legal terms, constitute the formation of a lease agreement. However, whether such an agreement can be proven in the event of a dispute is a separate matter altogether.
In essence, while verbal agreements are not without legal standing, the greatest risk lies in their lack of evidentiary clarity. The challenge is the difficulty in proving the terms when conflicts arise.
In Lease Agreements, Written Documents Take Precedence
In the context of rental contracts in Japan, the Land and Building Transactions Act mandates that landlords provide tenants with both a “Statement of Important Matters” and a formal “Lease Agreement.” These documents serve as the definitive evidence of the terms agreed upon by both parties.
Consequently, even if a verbal promise was made during negotiations, if that promise is not reflected in the written contract, it is highly likely that—should a dispute arise—it will be deemed invalid.
Consider the following scenarios:
-
The agent stated, “We’ll replace the wallpaper before you move in,” but no such replacement was made.
-
The tenant was verbally told, “Temporarily keeping a pet is fine,” only to be later penalized for breaching the lease.
-
The tenant was assured, “Your full deposit will be returned upon move-out,” but a cleaning fee was deducted.
In such cases, landlords often prevail by citing the written contract, while verbal explanations are rarely recognized as valid evidence. Thus, the written lease holds paramount importance in resolving disputes.
“He Said, She Said” Is Not Considered Proof
While verbal agreements may be legally valid, resolving disputes in practice requires clear evidence. The fundamental challenge lies in the fact that, without a recording or written documentation, verbal exchanges are extremely difficult to prove.
In legal proceedings such as court cases or arbitration, objective proof is required to establish “who said what, when, and where.” Without records—such as audio recordings, emails, LINE messages, or written notes—the tenant’s claims are often deemed unsubstantiated.
In essence, even if something was genuinely promised, the inability to prove it means it may be treated as if it never happened—posing a significant risk for tenants.
Practical Measures: Ensure All Agreements Are Documented
To mitigate the risks associated with verbal agreements, tenants are strongly advised to adopt the following practical measures during lease negotiations:
Incorporate Verbal Agreements into the Written Contract
If a significant verbal promise or clarification is made, request that it be formally included in the lease agreement or as a special clause. Politely asking, “Could we have that in writing?” is entirely appropriate and professional.
Confirm Details via Email
If adding the terms directly to the contract is not feasible at that moment, follow up with an email to the real estate agent or property manager. A message such as “Just to confirm our earlier conversation…” can serve as a written record. A reply from the other party can further substantiate the verbal agreement.
Take Notes During Explanations
During the explanation of key terms, keep detailed notes. For instance, recording that “On [date], the agent stated that no cleaning fee would be charged upon move-out” can help reinforce your position in the future.
Record Conversations (Within Legal Boundaries)
If the situation is particularly complex or prone to misunderstanding, consider recording the explanation—provided it is legal in your jurisdiction. However, be aware that the admissibility of such recordings in court can vary, and discretion is essential.
Common Verbal Promises Made Before Signing a Lease
During pre-contract discussions, certain verbal promises—often made casually—can later lead to significant disputes if not properly documented. Typical examples include:
-
“There will be no cleaning fee; the full security deposit will be refunded.”
-
“Don’t worry about minor wall damage—it’s not an issue.”
-
“It’s a two-year lease, but there’s no penalty for early termination.”
-
“The air conditioner will be replaced with a brand-new unit before you move in.”
-
“We’ll promptly address any noise complaints.”
If these assurances are not explicitly stated in the written lease agreement, it may become difficult to assert one’s legal rights later—even if those statements were clearly made. Tenants may find themselves in situations where the reality contradicts what was verbally promised, with limited legal recourse.
To Avoid Misunderstandings: Document, Record, and Confirm
While verbal agreements are not inherently invalid under the law, they are notoriously difficult to prove. In the realm of contracts, the fundamental principle remains: what is written is what holds legal weight.
Tenants who prioritize maintaining a cordial atmosphere or rely solely on trust without written confirmation may ultimately face unfavorable outcomes. Leaving minor uncertainties or ambiguous promises unaddressed can lead to costly misunderstandings.
Developing a simple habit—such as asking, “Could we include that in the lease agreement?” or “May I follow up with an email to confirm?”—can provide invaluable protection. These small, proactive steps contribute significantly to a more secure and confident rental experience.