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May 11, 2007

優越的地位の利用

週間東洋経済(5.12)と日経新聞(5.11)を合わせて読むと、ヤマダ電機の著しい成長の裏にあるものが垣間見えて興味深い。公正取引委員会がヤマダ電機に独占禁止法違反容疑で立ち入り検査に入った。量販店の王といわれるヤマダ電機は、メーカーが派遣したヘルパーなる従業員に、派遣メーカーの製品を販売する以外の仕事をさせ、その人件費はメーカーに負担させていたという。小売店が自由に小売価格を決められるオープン価格が定着して10年以上。家電メーカーと大手小売店との力関係が逆転し、メーカー系列の販売店は衰退した。いまや家電量販店は激しい安売り競争で成長著しい。その秘密は、コストをぎりぎりまで下げて、利益を上げている点にある。ヤマダ電機の売上げは今年3月期で、1.5兆円。2位以下の2倍の差をつけている。資金調達を銀行融資に頼らず、普通社債、転換社債を4回発行し、総額6.5億円を手にして大幅に出店を増やした。銀行融資の比重が大きいコジマとの競争は、ヤマダに軍配があがった。ヤマダの経常利益率は過去3年、ダントツに高い。
 しかし、陰の部分があった。まず、販促協力金、仕入れ割引。これでメーカーから金を分捕っている。資金力が大きい分だけ、大量に商品を仕入れる。当然、仕入れ条件は有利に交渉を進められる。法人向けパソコンソフトのライセンス販売は粗利益率が高かった。山田社長は粗利益の半分は間接的規模の利益で稼いでいると言う。商品を売って得る利益はヤマダの利益の半分くらいだと言う。(東洋経済)さて、いいことずくめの急成長には、メーカーの犠牲もあった。
「修理代未払い問題」。購入後のアフターサービスとして家電量販店は長期保証しているが、メーカーの保証期間が過ぎれば家電量販店が修理代を負担する。ヤマダは一部の修理代をメーカーに払わなくなった。2つ目は「販売支援ヘルパー問題」。ヤマダの仕事まで手伝わせて人件費を払わないから、経費が安く上がるのは当然。店の掃除までさせていたという。3つ目は「他社製品の販売協力」。ヘルパー氏に他社製品を売らせるのである。専門知識の要求される製品は、量販店では説明が難しいが、ヘルパーは知識が豊富だから客の信頼を得やすい。そして「協賛金」。メーカーは億単位の協賛金を要求されているという。山田社長いわく、「商品を沢山買ったから(協賛金も)当たり前」?(東洋経済)。
競業者、メーカーの告発があったのか、公正取引委員会が目をつけたのは、このうちヘルパー問題。独占禁止法19条の「不公正な取引方法」の公取委告示14号「優越的地位の利用」は様々な場面で議論されている。三光丸(和漢胃腸薬)が配置販売業者に配布した新しい取引規定が「販売地域制限条項」「顧客情報報告条項」「譲渡先制限条項」を含んでいたためこれを拒否した業者との取引を停止し出荷しなかったケースで、9割の配置業者が新取引規定に応じていることなどを理由に独禁法違反を認めなかった事例(東京地判平16.4.15ただし、継続的契約関係では相手方の期待権や取引上の利益を考慮することなく、一方的な解約をすることは許されず、解約するについては解約申入れ自体に信義則に反しない程度の相当ないし合理的理由があること、相当期間の猶予が要求される。)。会社と銀行間の円金利スワップ契約が、銀行の優越的地位の利用により締結されたとは認められないとして、独占禁止法違反ないし公序良俗違反を認めなかった事例(東京地判平18.8.2)。債権譲渡担保契約に基づき、売掛債権の債権譲渡を受けた金融機関に、その売掛債権に譲渡禁止特約が付されていたことについて、悪意・重過失があったとは認められないとされた事例(大阪地判平17.11.30)がある。量販店がメーカーに、製品に客からクレームがあったと言って、保証金でもないのに、仕入代金を不相当な額まで支払わないことも優越的地位の利用になる。新たな商品の仕入停止をちらつかせ、既存の商品代金の支払を拒むのは、契約違反であると同時に、公取委の勧告をうけ、場合によっては営業停止の可能性すらある。いま、取引の現場で最も問題になっている分野である。

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