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森田果「わが国に経営判断原則は存在していたのか」再読

(追記:文体がおかしかったので修正しました=6月8日21時45分)

目下、明日の授業の準備中。で、経営判断原則がでてきたので、商事法務1858号掲載の上記論文を再読。前回も今回もパッと読んだだけだし、契約の経済理論についてそれほど詳しいわけでもないので的外れなのかもしれないけど、ちょっと疑問点。

森田論文は結語として「わが国の『経営判断原則』は、単に裁判所における訴訟活動の展開のされ方によってたまたま発生したものにすぎない」というテーゼを掲げるわけ(10頁)だが、他方で善管注意義務違反の前提となる裁量の幅について「当該行為の性質と訴訟の場において利用可能な証拠資料の程度によって決まってくる」(8頁)としており、行為の性質が(裁量の中かどうかという判断を通じた)責任の成否に影響を与えることを肯定している。

僕の疑問は、「行為の性質」と「利用可能な訴訟資料の程度」を見比べたとき、前者が主で後者が従なのではないか、訴訟活動の展開は「行為の性質(より詳しくいえば「最適な行為内容を事前に確定できる可能性の低さ」)に左右されているのではないか、という点にある。もしそうだとすれば、行為の性質によって裁量の幅が規定されるのではないか。判例の「判断の内容に不合理がなかったか」という定式化は、そのことを指しているのではないか、と思うのである。

そうだとすると、経営判断原則を単なる「『訴訟活動の展開のされ方』による幻影」と見るのは行きすぎで、アメリカ的な経営判断原則ではないにしても、経営判断についての何らかの特徴的な判断枠組があるといったほうがいいのではないか。もちろん、医療過誤訴訟における判断枠組との質的な違いがない(=裁量の幅の違いに過ぎない)という点では「特殊な判断枠組がない」と言ってもいいのかもしれないけれど、経営問題に特殊な点があるという意味ではなお「経営判断原則」があるといってもいいのではないか。

論文の主旨を読み違えているかもしれないので、ご本人の光臨を乞いたいと思います。

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Comments

書いた時点での意図と,その後何カ所かで報告してコメントを(主に弁護士から)いただいた後の感覚で,多少違うんですが,次のような感じになります:

- 書いた時点での意図
くぼしゃんとはむしろ逆で,評価規範と行為規範みたいな関係っていうとちょっと違うのですが,事後的に訴訟になった段階でのavailabilityが事前段階へと,事実上(←ここ大事)フィードバックされてくる,というつもりでした。法規範の規範的内容そのものが動くわけではない。
(前者が従で,後者が主)

- 弁護士さんたちからのコメントを受けた現時点での感覚
債務内容なんて勝訴率に影響しないっしょ。誰が当事者かで決まるよ!(←うはw)
ということなので,くぼしゃんのさらに反対方向に行ってしまっています(前者は無関係で,後者のみ)。

- 経営判断原則が「ある」か,「ない」か
ペーパーで言っているのは,政策的考慮に基づいた形での経営判断原則(←普通の教科書とか論文で出てくる形での経営判断原則)はなかった,という趣旨で,その意味では,いずれにしろ「無かった」というところは変わりません。仮に「特殊な点がある」にしても,それは,萎縮効果が発生するからとかいったような,政策的考慮に基づいたものではない点で,やはり経営判断原則は「なかった」という評価になります。

Posted by: もりた%ヒトバシラー | June 08, 2009 at 10:08 PM

ご光臨、ありがとうございます。

ご説明をうかがって、それなりに得心が行きました。政策的考慮に基づいた意味での「経営判断原則」がない、という点では、同意します。

ただ、訴訟になった段階でのavailabilityは、個々の事案によっても(それこそ弁護士さんのおっしゃるように、当事者によって)異なるだろうとは思いますが、最終的には対象となる事案における不確実性の差によって規定されるのではないか、と考えてしまうわけです。実際の訴訟では証拠資料などの制約があるにしても、理屈としてはやはり事案の性質が主だと考えるべきなのではないか、と思います。

以上、御礼かたがた、お返事。

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