[2] The case holding that in case where Eul et al., who was a director of Gap corporation, stated in the rehabilitation plan that "B, et al., seeking payment of unpaid rehabilitation claims and claims equivalent to retirement allowances," which are "undetermined rehabilitation claims, shall be repaid according to the method of alteration of rights and satisfaction of the most similar rehabilitation claims taking into account the nature and contents of the rights," and "Definition of terms" in the rehabilitation plan states that Eul et al., along with other specially related persons; and "the method of alteration of rights and reimbursement of rehabilitation claims" states that "the method of exemption of full amount" for the rehabilitation claims of the remaining specially related persons except Eul among the specially related persons listed in the "Definition of Terms" as mentioned in the above "the definition of terms" means "the exemption of full amount" for the rehabilitation claims of the said specially related persons other than Eul et al. after the judgment on the lawsuit became final and conclusive, are similar to the rehabilitation claims of the specially related persons exempted full amount of claims under the rehabilitation plan, and thus, claims of Eul et al., were exempted in full amount

[2] The case holding that in the case where Party A’s rehabilitation plan stated that Party B, etc., who was a director of Party B, seeking unpaid benefits and retirement allowances, are “undetermined rehabilitation claims,” and that “undetermined rehabilitation claims shall be repaid according to the method of alteration of rights and satisfaction of claims, taking into account the nature and contents of the rights,” and “the definition of terms” in the rehabilitation plan includes that Party B, etc., along with other specially related persons; and “the method of alteration of rights and reimbursement of rehabilitation claims” states that “the exemption of full amount of the rehabilitation claims” for the remaining specially related persons except Party B, among the specially related persons indicated in the “Definition of Terms” column, if Party A’s judgment on the lawsuit becomes final and conclusive and conclusive, it is clearly stated that the rehabilitation plan does not constitute “specially related persons” and “the grounds for exemption of full amount of claims” under Article 218(2)1 of the Debtor Rehabilitation and Bankruptcy Act and Article 28 subparag. 24(1)7 of the former Enforcement Decree of the Act, which are different from that of the rehabilitation claims are provided by Party B, etc.

1. The gist of the lower judgment is as follows.

A. The lower court acknowledged the following facts.

(1) There was a decision to commence rehabilitation procedures on October 17, 2013 against the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”), the rehabilitation plan approval order on March 18, 2014, and the rehabilitation procedure termination order on March 6, 2015.

(2) On March 15, 2013, the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) who was the Plaintiff’s director dismissed on March 15, 2013, filed a lawsuit against the Plaintiff seeking payment of unpaid benefits and retirement allowances (hereinafter “prior lawsuit”). The Defendants were to seek confirmation of rehabilitation claims during the rehabilitation procedure and obtained a favorable judgment excluding part of the damages for delay after amending the purport of the claim. The judgment became final and conclusive.

(3) At the time of the above rehabilitation plan approval order, the preceding lawsuit had continued, and the Defendants’ claim seeking confirmation was stated in the previous lawsuit as the undetermined rehabilitation claim in the instant rehabilitation plan. The instant rehabilitation plan stated that the repayment is made according to the method of changing the rights of the most similar rehabilitation claim and repaying the claims in consideration of the nature and content of the rights when the un

(4) The term “Definition” in Section 1(1) of Chapter III of the instant rehabilitation plan states that the Defendants are individuals in a special relationship with others as well as individuals in a special relationship, and the term “the method of changing the rights of rehabilitation claims and the method of repayment” in Section 3 of the same Chapter states that the remaining persons in special relationship, other than the Defendants, shall be exempted from the full amount of the rehabilitation claims of those individuals in special relationship indicated in

B. The Plaintiff asserted that the Defendants’ claims, which became final and conclusive in the preceding lawsuit through the principal lawsuit and counterclaim, are identical to the rehabilitation claims, their nature and contents of the individuals with special interest, who were fully exempted from the claims under the rehabilitation plan. Therefore, the Defendants’ claims were fully exempted.

C. On this basis, the lower court rejected the Plaintiff’s assertion on the following grounds.

(1) Article 218(2) of the Debtor Rehabilitation and Bankruptcy Act (hereinafter “ Debtor Rehabilitation Act”) and Article 4 subparag. 2(a) of the Enforcement Decree of the same Act provide for “executive officers” as “a person in a special relationship who may set unfavorable conditions in the rehabilitation plan,” and whether an executive officer is determined as at the time of commencement of the rehabilitation procedure, barring any special circumstance. As such, the Defendants were dismissed from office as of March 15, 2013, which is seven months prior to the date of the commencement of the rehabilitation procedure against the Plaintiff, and thus, the Defendants cannot be deemed as the Plaintiff’s specially related person.

(2) Unlike other individuals stipulated in the instant rehabilitation plan as specially related persons, there is no clear circumstance to deem that the Defendants provided the cause of the Plaintiff’s financial failure. Therefore, it is difficult to view that the Defendants’ rehabilitation claims are similar to the rehabilitation claims of other specially related persons.

2. However, it is difficult to accept the above determination by the lower court.

A. The rehabilitation plan shall be interpreted in accordance with the method of interpreting juristic acts. The objective meaning of the language and text of the plan shall be reasonably interpreted, but where the objective meaning of the language and text is not clear, it shall be reasonably interpreted in accordance with logical and empirical rules, common sense in society, and transaction norms so as to conform to the ideology of social justice and equity by comprehensively taking into account the form and content of the language and text, the developments leading up to the preparation of the rehabilitation plan, the genuine intent of interested parties in the rehabilitation procedures, etc. (see Supreme Court Decision 2006Da7197, Jun. 26, 2008

B. As seen earlier, the instant rehabilitation plan only states that the undetermined rehabilitation claim is repaid according to the method of changing the rights of the most similar rehabilitation claim and performing the obligations, taking into account the nature and content of the rights, and does not specify what is the most similar rehabilitation claim to the Defendants’ claims classified as undetermined rehabilitation claims. Therefore, it shall be interpreted according to the method of interpreting the legal act as seen earlier.

(1) The lower court determined that the Defendants were not specially related persons on the ground that the Defendants did not constitute “a person in a special relationship” under Article 218(2) of the Debtor Rehabilitation Act and Article 4 Subparag. 2(a) of the Enforcement Decree of the same Act.

However, Article 218(1)3 of the former Debtor Rehabilitation Act (amended by Act No. 14177, May 29, 2016) which was in force at the time the rehabilitation plan approval order of this case provides that “When the Defendants do not constitute “a person having a special relationship” as provided in Article 218(2) of the Debtor Rehabilitation Act and Article 4 subparag. 2(a) of the Enforcement Decree of the same Act, the same type of rights shall not be discriminated among persons holding the same kind of rights, thereby impairing equity. Therefore, even if the Defendants do not constitute “a person having a special relationship” as provided in Article 218(1)3 of the same Act, if there exist grounds under Article 218(1)3 of the former Debtor Rehabilitation Act, it is possible to classify the Defendants as persons having a special relationship as stated in the above rehabilitation plan and set unfavorable conditions to other rehabilitation creditors. Therefore, it is insufficient to readily conclude that the Defendants are not a specially related person.

(2) In addition, the lower court determined that the Defendants’ rehabilitation claims are not similar to the individual rehabilitation claims of other specially related persons, on the ground that there is no clear circumstance to deem that the Defendants provided the Plaintiff’s financial failure.

However, in view of the fact that the Defendants explicitly indicated in the instant rehabilitation plan as “related parties,” as seen earlier, it is insufficient to readily conclude that the Defendants’ rehabilitation claims are not similar to the rehabilitation claims of other related parties.

C. In light of the aforementioned legal principles, the lower court should have determined the Defendants’ claims and their nature and contents as the most similar rehabilitation claims after comprehensively examining various circumstances necessary for interpreting the rehabilitation plan, such as the form and content of the language and text of the instant rehabilitation plan, the process of preparing the rehabilitation plan, the genuine intent of interested parties in the rehabilitation procedures, as well as whether the repayment plan against the Defendants’ claims is reflected in the estimated fund balance sheet attached to the rehabilitation plan. Nevertheless, the lower court erred by misapprehending the legal doctrine on the interpretation of the rehabilitation plan, which led to failure to exhaust all necessary deliberations, based on

3. Conclusion

Therefore, without further proceeding to decide on the remaining grounds of appeal, each part of the judgment below against the Plaintiff regarding the principal lawsuit and counterclaim is reversed, and that part of the case is remanded to the court below for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Min You-sook (Presiding Justice)