2. SP construction company;

The appeal by the defendant D. S.C. is dismissed.

The costs of appeal by Defendant D. S.C. are assessed against the above Defendant.

1. As to the ground of appeal by Defendant GaS Construction Corporation

A. The lower court acknowledged the fact that the Plaintiff purchased the instant apartment units (hereinafter referred to as “instant sales contract”) executed by Defendant D S.C. Co., Ltd. (hereinafter referred to as “Defendant D. S.C.”), and executed by Defendant A.S. Construction Co., Ltd. (hereinafter “Defendant A.C.”), and determined that Defendant A.C. Construction is in the joint seller’s position with Defendant D.C. for the following reasons.

(1) The Defendant AS Construction received the down payment in the bank account in its name, and issued a receipt in the name of the Defendant’s branch office, and the head of the sales office, who is an employee of the said Defendant, sought the bank whether the Plaintiff could receive the part payment and notified the Plaintiff of the payment.

(2) According to the contract agreement entered into between the Defendants, Defendant AS Construction could dispose of the instant apartment at his own discretion at the time of entering into the instant sales contract.

(3) If Defendant AS Construction is merely a trial work, there is no reason to place the corporate seal on the instant sales contract form, etc.

(4) The sales adviser in charge of the contract with the Plaintiff was under the management and supervision of the head of the sales office, who is the Defendant branch Es. Construction Staff, and was also authorized to hold the Defendants’ corporate seal and affix their seals on the sales contract.

B. (1) Generally, who is a party to a contract constitutes a matter of interpretation of the intent of the party involved in the contract. Interpretation of an expression of intent is clearly setting the objective meaning that the party gave to the expression of intent. In a case where the parties to a contract clearly establish the content of a contract in writing, which is a disposal document, the objective meaning that the parties gave to the expression of intent in writing, regardless of the party’s inner intent, shall be reasonably interpreted according to the contents written regardless of the party’s internal intent. In such cases, unless the objective meaning of the text is clear, barring any special circumstance, the existence and content of the expression of intent shall be recognized (see, e.g., Supreme Court Decisions 2009Da92487, May 13, 2010; 2010Da81957, Jan. 27, 2011).

(2) The reasoning of the lower judgment and the evidence duly admitted reveal the following.

① At the time of the conclusion of the instant sales contract, an agreement containing the terms and conditions of the sales contract and the special agreement thereon was made. The first head of the said sales contract states as "A" and "the seller refers to "D. . . .. .." The seller" in the last part of the sales contract as "A. ... ... ...." attached the Plaintiff's . d. d. d. d. d. d. d. d. d." and "Buyer." The main part of the contract also states that the seller bears the rights and obligations of "A...." The first head of the said agreement states as "A. ........." the seller bears the right and obligations of the seller and the seller (hereinafter referred to as "A. ......" the seller bears the right and obligations of the seller", "B. ......." the seller bears the seller's seal or the seller's seal on the apartment.

② At the time of the conclusion of the instant sales contract, Defendant D.D. entered into a real estate management trust with respect to the unsold housing units, such as the instant apartment units, and the first beneficiary as Defendant D. D.C. However, Article 1(2) of the “Special Agreement on Disposal Plan, Conditions, etc. of Separate 2” in the relevant sales contract provides that, in disposing of unsold apartment units, Defendant D. S.C. or the trustee, who is not Defendant D.C. is the seller, and the seller bears all of the responsibilities as the seller.

(3) In full view of the aforementioned facts and the following circumstances revealed from the above, namely, ① the seller and the contractor are classified into the sales contract and the agreement, which is a disposal document for the instant sales contract, and the seller clearly provides that the seller shall use only the sales contract signed by the contractor and pay the sales price to the bank account in the name of the contractor when the contractor who failed to recover the construction price, etc., on behalf of or supervising the sales contract for the time when the contractor did not collect the construction price, etc.; however, there are cases where the sales contract in the instant sales contract is under the premise that the contractor is in the status of the contractor; ③ even if there is a provision in the contract signed by the Defendants that Defendant DaS Construction may receive preferential reimbursement of the construction cost, etc. by voluntarily disposing of the apartment unsold in lots between Defendant DaS T and the seller, the seller of the instant sales contract in the instant case is Defendant D and it is difficult to view that there is a joint status of the seller in the name of the seller in the instant case.

(4) Nevertheless, solely based on its stated reasoning, the lower court determined that the instant sales contract was a co-seller for the instant sales contract. In so determining, the lower court erred by misapprehending the legal doctrine on the interpretation of the disposal document and failing to exhaust all necessary deliberations, thereby adversely affecting the conclusion of the judgment.

2. As to the ground of appeal by Defendant D. S.C.

For the reasons indicated in its holding, the lower court acknowledged the fact that Defendant D.C. arranged the Plaintiff to obtain a loan of 60% of the sales price in this case, and that the Plaintiff concluded the sales contract in this case with the belief that the above loan was made. Furthermore, the Plaintiff’s motive mistake was indicated as the content of the sales contract in this case, and such mistake was caused by the Defendants’ side, and it was an important part of the legal act, and thus, the Plaintiff may cancel the sales contract in this case on the ground of mistake, and the Plaintiff may cancel the sales contract in this case on the ground of mistake, as long as it is obvious that Defendant D.C. refused to perform the obligation to arrange the loan of Defendant D.C., the lower

Examining the reasoning of the judgment below, although there are some inappropriate parts in the reasoning of the judgment below, it did not err by misapprehending the legal principles regarding the interpretation of disposal documents, granting of power of attorney, mistake of motive, etc., or by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules without exhaust all necessary deliberations, thereby adversely affecting the conclusion of the judgment, as alleged in the grounds of appeal.

3. Conclusion

The appeal by Defendant A. S. Construction is with merit, without further proceeding to decide on the remaining grounds of appeal by the above Defendant, and the part of the judgment below against Defendant A.S. Construction is reversed, and this part of the case is remanded to the court below. Defendant D.D.’s appeal is dismissed as it is without merit, and the costs of the appeal are assessed against the above Defendant. It is so decided as per Disposition by the assent

Justices Go Young-young

Chief Justice Kim Jong-il