Toridoll took a flat 1.1% 'system fee' off 37 food suppliers' invoices for two years

Toridoll Holdings (Tokyo, capital ¥5.47 billion), the operator of the Marugame Seimen udon chain, commissions the manufacture of food sold through its subsidiaries and places the orders through wholesalers. From August 2024 it deducted from every one of those commissions a flat 1.1% of the invoice value, labelled a 'system usage fee' (システム利用料), with no exceptions. In the 17 months from August 2024 to December 2025 the deductions totalled ¥147,411,330 across 37 suppliers, and the practice continued into 2026.

On 9 September 2026 the Japan Fair Trade Commission issued a recommendation citing both statutes the conduct straddled: the old Subcontract Act (article 4(1)(iii), ban on reducing subcontract payments) for commissions taken through December 2025, and the renamed Act on Rationalization of Transactions, in force from January 2026, for the months after. The recommendation orders Toridoll to repay each of the 37 suppliers, with JFTC confirmation, and — under the new law's article 6(2) — to pay late-payment interest of 14.6% a year on everything deducted since January 2026.

Nothing was delivered for the fee: the suppliers received no system service and could not decline a customer worth keeping. Toridoll said it takes the recommendation seriously and will retrain staff involved in covered transactions, strengthen internal controls and review its payment operations. The case is one of the first major tests of the renamed law, and the first in which the new statute's interest charge lands on a household-name food group.

¥147,411,330 deducted from 37 suppliers in the 17 months to December 2025 alone, plus 14.6% annual late interest owed on post-January 2026 amounts

The 1.1% charge was booked as cost-sharing for a 'system', but suppliers neither ordered nor received any system service — the only thing tested was whether they could refuse a customer worth keeping.

A blanket percentage with zero exceptions signals policy, not error: procurement applied it to every commission from August 2024 until regulators intervened two years later.

Routing payments through wholesalers kept each individual deduction small and buried the aggregate — the skim passed ¥147 million before anyone outside accounting saw it as one number.

The renamed law added statutory interest, so the same conduct got more expensive on a date certain: pre-2026 deductions are repaid flat, post-January 2026 deductions accrue 14.6% a year.

An internal cost-recovery charge that 'everyone pays' is still a cut imposed on captive suppliers — a platform fee charged to your own vendors reads to regulators as a discount on what you owe them.

Toridoll must repay each of the 37 suppliers with JFTC confirmation and pay 14.6% annual interest on amounts deducted after the January 2026 law change. The company pledged to comply with the Act and related laws, educate directors and covered employees, reinforce internal management and review payment operations. JFTC's dual citation of the old and new statutes marks how supplier-payment enforcement now carries into the renamed Act — with interest attached — and the case lands on a group whose China contraction had already put it in the news.