2. All claims filed by the Plaintiff (Counterclaim Plaintiff) against the Defendant Woori Bank and the Defendant-Counterclaim Plaintiff (Counterclaim Plaintiff) are dismissed.

3. The costs of lawsuit shall be borne by the Plaintiff (Counterclaim Defendant) by aggregating the principal lawsuit and the counterclaim.

4. Paragraph 1 can be provisionally executed.

Counterclaim: This provision shall also apply to the Disposition of Paragraph (1).

(a) Relationship between the Parties

1) The Plaintiff is a small and medium enterprise that mainly manufactures and sells heavy equipment machinery established on March 22, 1984 and mainly manufactures and sells heavy equipment, and is a stock-listed corporation that mainly exports considerable parts of heavy equipment products, such as pressure brackers, to the world.

2) The Defendants are banks engaged in banking business, such as the receipt of deposits and the issuance of securities, with the authorization from the Financial Services Commission pursuant to the Banking Act. In particular, since around 2004, Defendant Woori Bank (Dong Branch) has been conducting financial transactions with the Plaintiff as the Plaintiff’s principal bank.

B. Conclusion of currency option contracts between the Plaintiff and the Defendants

On May 11, 2006, the Plaintiff entered into a currency option contract with Defendant Woori Bank on five occasions (U.S.D. hereinafter “USD”). The Plaintiff concluded a currency option contract for the United States currency (USD hereinafter “US”) on five occasions as indicated below (Provided, That the currency option contract dated January 18, 2008 No. 6-108 is liquidated a currency option contract on October 30, 2007, and is a new contract with the exchange rate and the B/L exchange rate of the event. The detailed contract terms for each currency option contract are as stated in [Attachment 1]; hereinafter collectively referred to as “the terms of each currency option contract”; and hereinafter referred to as “the terms of each currency option contract” or “the terms of each currency option contract” or “the terms of each currency option contract” are individually referred to as “the terms of each currency option contract” or “the terms of each currency option contract”).

The first day of May 11, 2006 for the contract term product type 1 to be entered into on the date when the bank entered into the table in the main text was located, and the first day of May 1, 2006 for the 2nd day of August 1, 2007, the Defendant us Bank 3 of the Defendant us Bank on the 1st day of August 2007, 2007, Winow KIKO 3 of the Defendant us Bank on the 2nd day of December 18, 2007, the first day of December 18, 2007, Winow 4 Defendant us Bank on the 1st day of December 18, 2007, Window KOK TI TF 5 Defendant C&O TF 5 on the 5th day of December 18, 207, Defendant us Bank on the 6th day of December 2008.

C. Plaintiff’s experience in trading of monetary derivatives

1) As between October 27, 2003 and August 9, 2007, the Plaintiff concluded a variety of monetary derivatives contracts with the National Agricultural Cooperative Federation, etc., including monetary forward transactions, exchange fluctuation insurance, etc., prior to, or even before, the conclusion of the instant currency option contract with the Defendants. The details are as shown in [Attachment 2] of monetary derivatives transactions.

2) Two of the call derivatives contracts entered into by the Plaintiff with the Defendant Cit Bank (Attached 2.C. Nos. 17 and 18 of the currency derivatives transactions No. 17 and 18) entered into with the Defendant Cit Bank (Knock-Out)

2) In addition, the “Snow Ballt Reemp” contract entered into with the Defendant Woori Bank (Attached 20 No. 20) is a condition for early termination in EIV Note 2).

2) Upon the fulfillment of the contract period, the contract period was not fulfilled and terminated in the middle.

(d) The trend of exchange rates;

The exchange rate of KRW 1,100 based on the sale and purchase standard rate (hereinafter “exchange rate”) was above KRW 940,00, and above KRW 1,000 on March 18, 2008. From the end of April 2008 to the end of August 2008, the exchange rate fell within KRW 1,100, and thereafter, from September 2008 to the end of August 2008, the rapid increase was made between KRW 1,200 to KRW 1,100, and around October 200 to KRW 1,200 to KRW 1,200 to KRW 1,50. The overall decline was made after March 2009 to the end of February 1, 2010 to the end of August 2008.

[Reasons for Recognition] The facts without dispute, Gap evidence 1 through 4 (including various numbers; hereinafter the same shall apply), 5 (Evidence 44), 6, 7, 14 (Evidence 39-1, 15, 39-2, 61, Eul evidence 38, 40, 49, 50, 52, testimony of Non-party 1, 3, 2 of the witness, and each of the testimony of Non-party 2 of the whole pleadings, the purport of the whole arguments.

2. Summary of the plaintiff's assertion

(a) Return of unjust enrichment on the grounds of invalidity or cancellation of a contract;

The Plaintiff asserts that since each currency option contract between the Plaintiff and the Defendants is invalid or cancelled for the following reasons, the Defendants are obligated to pay the Plaintiff money as stated in the purport of the claim as unjust enrichment return.

1) Whether the exchange risk avoidance (hedge) of each currency option contract of this case is inappropriate

A) The instant currency option contract, instead of any function that restricts Plaintiff’s loss when the exchange rate falls below the exchange rate between the two parties, causes unlimited loss to the Plaintiff when the exchange rate falls below the exchange rate between the two parties. As such, the instant currency option contract is a currency derivatives unsuitable for the avoidance of exchange risk (hedge, hedging). In particular, each of the instant currency option contract is a flive risk rather than a flive risk that changes in the exchange rate in the future.

B) Furthermore, even if the instant currency option contract had been publicized as a cosst product, the Defendants actually calculated the theoretical value of put options more than the theoretical value of put options, and then imposed the difference as fees (3). The Defendants did not notify the Plaintiff of the fact of imposing the fees, but did not notify the Plaintiff of the fact of imposing the fees themselves, and it was unreasonable to impose the excessive credit risk management costs and the dynamic hedging expenses based on the call option contract amount. Accordingly, each of the instant currency option contracts is the currency derivatives that have a problem from the structural design.

C) In particular, the instant currency option contract between the Plaintiff and the Defendant us bank is not only the unsound transaction designated by the Financial Supervisory Service, but also the Defendant us bank was reported to the Bank of Korea prior to the conclusion of the said contract pursuant to Article 7-40(2) of the Foreign Exchange Transaction Regulations, which was in force at the time.

2) Each currency option contract of this case is invalid as an unfair terms and conditions.

Each currency option contract of this case provides the basic contents of each option’s exercise condition, contract amount, exercise price, settlement method, payment terms, etc. for a large number of small and medium-sized exporters including the Plaintiff in a standardized form. The content of the contract is a “term contract” as stipulated in the Act on the Regulation of Terms and Conditions (hereinafter “Terms and Conditions Regulation Act”).

However, the terms and conditions of a contract are limited to benefits from a customer’s standpoint, while losses are caused to a customer, and thus constitutes “any clause unreasonably unfavorable to a customer” under Article 6(2)1 of the Act on the Regulation of Terms and Conditions as well as Article 6(2)2 of the Act on the Regulation of Terms and Conditions as it is difficult for a customer to fully recognize the possibility of enormous losses from a customer’s standpoint, and thus, it constitutes “a clause difficult for a customer to anticipate in light of all circumstances, such as the type of contract transaction, etc.” As a result, each currency contract of this case constitutes a standardized contract in violation of the principle of good faith and thus null and void.

3) Each currency option contract of this case is null and void in violation of the good faith principle.

The Defendants, by taking advantage of the fact that they maintain transaction relations with the Plaintiff, did not explain at all the unfairness or exchange rate increase possibility of the instant currency option contract, and thereby caused the Plaintiff to have a false perception of the unfairness or risk of the instant currency option contract. In addition, the Defendants sold each of the instant currency option products without any mentioning the fact that each of the instant currency option products is a product that is entirely inappropriate for avoiding exchange risk, even though they are well aware of the fact that the instant currency option product is designed at the design stage, and that it is a product that is entirely inappropriate for avoiding exchange risk.

This is contrary to the principle of trust and good faith under the Civil Code, and thus, each currency option contract is null and void.

4) Cancellation of a contract on the ground of fraud or mistake

(A) the cancellation of a contract by deception;

The instant currency option contract is not a financial product suitable for the avoidance of exchange risk, such as the termination of a contract, but is a small and medium-sized export enterprise, such as the Plaintiff, and the instant currency option contract is falsely notified as if it were for the purpose of avoiding exchange risk. As such, the instant currency option contract was revoked through the delivery of a copy of the instant written claim.

B) Revocation of a contract by mistake

The Plaintiff concluded each currency option contract of this case in error, stating that the value of put options purchased by the Plaintiff from the Defendants is equal to put options and sold, and that the enormous amount of commission is reflected in the contract amount of put options and imposed. This constitutes an important part of the instant currency option contract, and thus, the Plaintiff cancelled the instant currency option contract by delivering a copy of the complaint of this case.

(b) Compensation for losses caused by illegal acts;

1) The Defendants’ deception

The Defendants, as seen above, have committed deception, and the Defendants are obliged to compensate for the damages arising from the Plaintiff’s claims arising out of the instant currency option contract concluded by deception.

2) Violation of the defendants' suitability principle and duty to explain

Each currency option product of this case includes the risk of causing unlimited real damage to the Plaintiff when the exchange rate increases rapidly. Since the profit structure of the product itself is unilaterally disadvantageous to the Plaintiff, so it is not suitable for the Plaintiff’s purpose of avoiding exchange risk, the act of the Defendants, who recommended such product to the Plaintiff, and sold the product, constitutes a tort in violation of the principle of suitability.

In addition, the Defendants violated the duty to explain by using a English trade certificate while selling each of the instant monetary options products to the Plaintiff, and failing to clearly and fully explain the risks contained in the said products, as well as by taking the method of reflecting the fees hidden in each of the instant monetary options in the call options contract amount, not in a fixed amount, but in a way of reflecting them in the call options contract amount, thereby concealing the fact that they are more unfavorable to the Plaintiff due to increase in exchange rates.

Due to these illegal acts committed by the Defendants, the Plaintiff suffered enormous damages, and thus the Defendants are obligated to compensate for the damages as stated in the purport of the claim suffered by the Plaintiff.

3. Determination on the main claim

A. Determination as to whether the exchange risk avoidance (hedge) of each currency option contract of this case is appropriate

1) Facts of recognition

The following facts are acknowledged in full view of the respective descriptions of Gap evidence 2 through 5, 12 through 15, 39-2, Eul evidence 13, 14, Eul evidence 20, 36, 38, 39, 41, and 42, and the whole purport of pleadings.

A) The background of the appearance of goods (Window KIKT Form) (Window KIKT Form)

In 205, at the trend where the exchange rate falls overall, 5) points (the swap swap 5) in the currency forward transaction from the standpoint of the exporting company by recording a forward swap (-) and recording a forward forward transaction from the standpoint of the exporting company, even if the currency forward transaction is made, losses equivalent to the swap point will inevitably be borne in advance. When the exchange rate is close or lower than the amount appraised by the companies at the quarterly point of profit and loss, there was a demand for the goods that guarantee the forward exchange rate or the market exchange rate higher than the forward exchange rate. Accordingly, the currency option product that is higher in the exchange rate has emerged in a way that adds certain conditions to simple options or currency forward transactions. The conditions added thereto are under the end of a mid-term after the mid-term merger (Knock-Out), the end-term after the end of a mid-term merger (Knock-R) and the term "leverver" (f) condition.

B) Terms and conditions of the resale agreement (Knock-Out)

If the maturity exchange rate falls below the exchange rate set up in the put options purchased by an exporting company from a bank, the exchange rate is high instead of limiting the profits of the exporting company by extinguishing all put put options or put options contracts within a certain scope.

C) Terms and conditions of the resale agreement (Knock-in)

In the call option sold by an exporting company to a bank by setting up the following conditions for the impeachment agreement (Knock-in), allowing a call option to take place only once more than the exchange rate (Knock-in), by which the maturity exchange rate takes place. In this case, the Plaintiff’s risk range is limited to more than a certain exchange rate, and the exercise exchange rate is lower than the case where the conditions are not set up for the resale agreement (Knock-in).

D) The conditions of mileage

The exchange rate is higher by making the call option contract amount of the bank more than the company's put option contract amount, and the event exchange rate is higher than the company's put option contract amount.

E) In the instant case: (2) a currency option contract

(1) During the observation period, when the market exchange rate falls below 905 won, which is the exchange rate between the two parties, the contract corresponding to that period is terminated.

(2) In the event that the market exchange rate does not decline once more than 905 won, which is the exchange rate between the two parties during the observation period, the Plaintiff may exercise put option and sell USD 500,000 to the Defendant us bank at the exchange rate of KRW 930,000,000, when the market exchange rate at maturity is lower than the exchange rate of KRW 930,000. If the market exchange rate at maturity is higher than KRW 930,000,000, the Plaintiff may sell USD 50,000 to the Defendant us bank without exercising put option against the Defendant us bank.

(3) When the market exchange rate is 947 won or more during the observation period, which is the exchange rate of 947 won or more, the Defendant us bank does not exercise the call option, and if the market exchange rate at maturity is lower than 930 won at the exchange rate, the Defendant us bank may sell USD 500,000 to the Defendant us bank at the exchange rate of 930,000 won, which is the exercise rate by exercising put options. If the market exchange rate at maturity is higher than the exercise rate of 930 won, the Defendant us bank may purchase USD 1,00,000, which is two times the contract price, to the Plaintiff at the exchange rate of 930,000 won, which is the exercise rate of put options.

2) The extent of avoiding exchange risk of the currency option contract of the instant KIKO (KSO)

A) First, the purpose of a hedging transaction using derivative financial instruments is to avoid the risk of a fluctuation in the price of underlying assets. Therefore, where an enterprise possessing a foreign currency import underlying asset trades with a purpose to avoid exchange risk, where the exchange rate increases, there is no change in overall profits and losses due to the currency option itself as the underlying asset. However, where a currency option transaction is conducted for speculative purposes even though there is no underlying asset holding, there is a risk of unlimited losses at the time of an increase in the price of underlying assets. Accordingly, such a currency option transaction may be conducted for that purpose, but may be said to be an investment or speculative transaction. In particular, as each of the instant currency option contract, directly linked to an uncertain factor such as exchange rate fluctuations, and a quid pro quo relationship, which is the content of the contract, is formed based on the overall evaluation of the risk, should not be determined on the basis of the probability and prediction of such factors, as well as the overall evaluation of the degree of the risk, based on the circumstances that led to the conclusion of the contract after the conclusion of the contract.

B) However, in full view of the aforementioned evidence and the overall purport of the pleadings, the instant KIKO currency option contract constituted as follows.

(1) In the event that the exchange rate falls below a certain exchange rate, the currency option contract of this case is designated as a specific exchange rate, and the conditions of the KIKO-Out to be terminated are added. When the exchange rate falls above a certain exchange rate, the conditions of the KIKO-Out to put forward contracts are added. The structure of profits and losses arising from the exchange rate fluctuations is basically ① when the exchange rate falls below a certain exchange rate and the conditions of the KIKO-Out are fulfilled, the company’s put options are extinguished and the exchange risk avoidance function is lost (section 1); ② the exchange rate is formed between the KIKO-Out exchange rate and the exchange rate (section 2); ③ the exchange rate is formed between the company and the company at the exchange rate of put options (section 3) and the company at the exchange rate at the exchange rate of put in place (section 4).

D. Therefore, in the case of Section 1 where the maturity exchange rate falls below the exchange rate between the two parties, the contract is terminated, and the Plaintiff is exposed to the exchange risk without achieving the purpose of avoiding the exchange risk originally intended. If the market exchange rate at the maturity is higher than the exchange rate at the same rate than the market exchange rate during the process of the judicial cooperation, the exchange risk is avoided by exercising put options at the exchange rate higher than the market exchange rate during the process of the judicial cooperation with the market exchange rate, and at the same time, the exchange margin is obtained as much as the market exchange rate and the exercise exchange rate. In the case of Section 2 above, when the market exchange rate at the maturity exceeds the market exchange rate during the process of the judicial cooperation, the company can avoid the exchange risk due to the exchange rate fluctuations in this section by selling or holding foreign currency at the market higher than the exchange rate at the market than the exercise exchange rate at the same time. In the case of Section 3 above, the foreign exchange rate at the maturity of the pertinent exchange rate at the market is higher than the market at the same rate.

C) Taking account of these circumstances, the instant KIKO currency option contract may avoid exchange risk only in part, different from the monetary forward transaction, but it is a product with the advantage of increasing exchange rate compared to the monetary forward transaction, and in particular, where exchange rate fluctuations are low (in the case of Sections 2 and 3), it may avoid exchange risk within a reasonable scope. However, where exchange rate changes beyond a certain scope, it is a partial exchange risk avoidance product that is exposed to the risk of selling foreign currency, multiplied by the foreign currency, which is either exposed to the exchange risk or the contract amount, multiplied by the foreign currency, by the contract amount. In other words, it is reasonable to view that the instant KIKO currency option contract from the exchange rate, which is one of the sections where the probability rate is high, is higher in return for the risk of taking over the currency forward transaction, is equivalent to the currency forward transaction expected to be more than the currency forward profit by raising exchange rate between the exchange rate, i.e., the KIKO currency option contract from the exchange rate.

3) Determination on the Plaintiff’s specific assertion

A) As to the method of calculating the theoretical value of options

⑴ 원고는, 피고들이 원고를 비롯한 기업들과 체결한 이 사건 각 통화옵션상품의 옵션 이론가를 블랙-숄즈 방식(Black-Scholes Model), 좀 더 명확하게는 가먼-콜하겐 방식(Garman-Kolhagen Model)을 사용하여 산정했으나, 블랙-숄즈 방식에 따라 옵션 이론가를 산정하는 방법에는 다음과 같은 문제가 있고, 옵션의 이론가를 정확하게 산정할 수 있는 헤스턴 방식(Heston Model)에 따라 이 사건 ③ 통화옵션계약의 옵션 이론가를 분석하여 보면, 콜옵션의 이론가(Call Loss)는 2,040,802,300원으로 풋옵션의 이론가(Put Gain) 89,520,517원보다 약 23배 크다고 주장하면서, 그 주장에 부합하는 증거로서 갑 제36, 37, 64호증을 제출하고 있다.

㈎ 블랙-숄즈 방식을 적용해서 환율 옵션의 가치를 공정하게 평가하기 위해서는 우선 블랙-숄즈 환경이 가정되어야 한다. 이 블랙-숄즈 환경에서 가장 중요한 요소들은 다음과 같다.

First, the rate of return (lg-return) on the exchange rate, which is the original asset, is in accordance with the regular distribution.

Second, the change in the original asset during the options period is common sense.

Third, the interest rate without risk is superior during the options period.

㈏ 그런데, 피고들은 이 사건 각 통화옵션계약의 옵션 가치를 평가하면서 블랙-숄즈 환경의 첫 번째 가정인 정규성을 바탕으로 옵션 가치를 평가하였으나, 우리나라의 환율이 이러한 블랙-숄즈 환경을 만족하지 못하므로, 피고들이 이 사건 각 통화옵션상품의 옵션 이론가를 계산하는 데 블랙-숄즈 방식을 적용한 것은 전혀 타당하지 않다.

㈐ 환율을 원자산으로 하는 통화옵션, 특히 배리어(barrier) 옵션의 가치 평가 방식에 블랙-숄즈 방식을 사용하면 안 된다는 것이 외국의 파생상품 전문가들 사이에는 널리 알려진 것이다. 따라서 블랙-숄즈 방식보다는 헤스턴 방식이 시장의 특성을 보다 정확히 반영하므로, 옵션의 시장가격을 평가하는 데 보다 더 근접하는 것이다.

⑵ 그런데, 소외 4 교수의 견해에 의하더라도 향후 환율의 변동성에 관해 정확하게 예측할 수 있는 모델은 없고, 다만 소외 4 교수의 ARCH, GARCH 모델이나 헤스턴 방식이 시장의 특성을 블랙-숄즈 방식보다 정확히 반영할 수 있다는 것으로서, 어느 하나의 모델이 옵션의 시장 가격을 산정하는 데 반드시 옳고 다른 모델은 그르다고 섣불리 단정할 수는 없는 것이다. 궁극적으로는 은행이 어떤 모델을 가지고 옵션의 가치를 산정할 것인지 여부는 옵션 가치를 산정하여 고객에게 판매하는 은행이 스스로 결정할 문제일 뿐이다. 개별 은행이 알려져 있는 일정한 금융공학방식에 따라 옵션의 가격을 산정하여 행사환율, 넉아웃(Knock-Out) 환율 및 넉인(Knock-In) 환율을 결정한 다음 고객에게 이를 각기 제안하고, 고객은 개별 은행이 제안하는 여러 통화옵션상품 중에서 자신에게 알맞은 상품을 선택하는 것이 자유시장경쟁체제인 우리 헌법상의 경제질서에도 부합하는 것이다.

⑶ 더욱이 을나 제34, 36, 41, 42, 56, 61호증의 각 기재와 변론 전체의 취지를 종합하면, 옵션의 이론가를 산정하는 방법으로는 ① 옵션 가격에 관한 미분 방정식을 풀어서 구체적인 해를 얻는 분석적 방법(대표적으로 블랙-숄즈 방식과 이를 변형한 가먼-콜하겐 방식), ② 옵션 가격을 구하기 위하여 수치해법의 접근방법을 사용하는 수치적 방법[대표적으로 이항모형, 유한차분법, 몬테카를로 시뮬레이션(Monte Carlo Simulation)]이 있는 사실을 알 수 있다.

그런데 감정인 소외 5의 감정결과에 의하면, 피고들이 사용한 블랙-숄즈 방식으로 계산한 이 사건 각 통화옵션계약의 콜옵션 및 풋옵션 이론가와 감정인이 몬테카를로 시뮬레이션 방법으로 계산한 이 사건 각 통화옵션계약의 콜옵션 및 풋옵션 이론가는 다음 [ 표 2 ]에서 보는 바와 같이 의미 있는 큰 차이가 없는 사실을 알 수 있다.

(2) options contract 53, 648, 649, 749, 749, 749, 768, 769, 768, 769, 768, 607, 979, 749, 797, 979, 749, 797, 9749, 97, 979, 979, 197, 979, 197, 197, 197, 197, 197, 197, 197, 194, 197, 197, 197, 194, 197, 197, 197, 194, 197, 197, 197, 196, 207, 194, 197, 200

* KRW 750,00,000, which is included in the call option theory of the instant currency option contract between the Plaintiff and the Defendant Woori Bank, is a set-off of the call option option theory to be paid to the Plaintiff by the Defendant Woori Bank instead of paying the Plaintiff the liquidation cost of KRW 750,00,000 to the instant currency option contract to the Plaintiff and the Defendant Woori Bank.

In addition, according to the view of Nonparty 4 professor, the difference between the call option theory and put option theory of the instant currency option contract, which is calculated according to the Hague method, is not at the time of entering into the contract, but at the time of the so-called IMF management system on December 18, 1997, the difference between the inherent change value at the time of entering into the contract, and the currency swap (CRS, Currcy rate Sap note 9) interest rate, which is not at the interest rate, is the result of calculating the highest scenario and the correct option value in the market.

⑸ 이와 같은 여러 사정을 종합적으로 고려하면, 피고들이 옵션의 이론가 산정에 사용한 블랙-숄즈 방식 또는 이를 변형한 가먼-콜하겐 방식이 옵션의 가격을 산정하는 데 부적합하다는 원고의 주장은 받아들일 수 없다.

B) As to the VaR analysis at Valisk

(1) Summary of the argument

The Plaintiff: (3) calculates VaR, “the maximum loss amount that may arise under the trust level given during a specific period,” with respect to the instant currency option contract, the Plaintiff asserts that the maximum loss amount of the Defendant’s bank would be 849 billion won, and that the Plaintiff would rather have increased the risk of loss due to the instant currency option contract (3).

Shed Judgment

Even based on the view of Nonparty 4 professor, the VaR calculated as above is merely a result of calculating the maximum loss amount per se of the instant currency option contract without considering US dollars-based assets.

In addition, comprehensively taking account of the respective descriptions and the overall purport of the arguments in Eul evidence Nos. 56 and 61, VaR is to measure the risks calculated on the basis of the overall scenarios of each financial institution or company, and the application of individual contracts can lead to a non-conceptic phenomenon. In particular, calculating VaR in the currency option itself with the full exclusion of US-based basic assets can not be an appropriate means of risk assessment.

Therefore, the plaintiff's above assertion is without merit.

C) As to fees

(i)The illegality of the levy of fees;

㈎ 주장의 요지

The Plaintiff asserts that the difference is illegal on the following grounds, even though the Defendants calculated the call option theory based on each currency option contract of this case at a higher level than put option theory, and imposed the difference as credit risk management fees, etc.

① Although the Defendants exempted the Plaintiff’s deposit, etc. on the instant currency option contract in consideration of the Plaintiff’s credit rating, it is unfair to impose the Plaintiff the credit risk management expenses under the instant currency option contract. The imposition is unlawful, even if the imposition is legitimate, it is not returned after the completion of the instant currency option contract

② The expenses for dynamic hedging are already reflected in the option premium calculated on the financial engineering. Thus, it is unreasonable for the Defendants to receive the expenses for dynamic hedging separately from put put to place to place to place to place to place to place to the Plaintiff, and the Plaintiff, who sold the call options to the Defendants, is also entitled to receive the expenses for dynamic hedging from the Defendants, but the Defendants did not pay them at all.

③ Even if the imposition of fees is legitimate, the Plaintiff also sold call options to the Defendants and purchased put options. Therefore, it is unreasonable to impose only the commission that the Defendants would receive from the Defendants, excluding the commission that the Plaintiff would receive from the Defendants.

㈏ 판단

(1) On the assertion that the imposition of credit risk management expenses is improper.

On the other hand, at the time of entering into a contract with the Plaintiff, the Defendants are deemed to have not received deposits or deposits from the Plaintiff at the time of the conclusion of the contract. However, it is reasonable to impose credit risk management costs that can offset the Plaintiff’s limited deposit amount, as long as the Plaintiff’s credit risk is not “0”, on the part of the Plaintiff, on the part of the Plaintiff and banks, including the Defendants, in the course of credit extension, such as loans. As such, banks are paid from the counterparty as a means of preserving claims. As such, banks did not have a credit risk on the part of the counterparty on the ground that they received deposits, etc. from the counterparty (which is applicable only to the claims that the bank received from the counterparty) and banks exempted the counterparty from the transaction deposit, etc., and it cannot be deemed that there was no credit risk on the part of the counterparty.

In other words, expenses for credit risk management are naturally imposed on an amount calculated according to a certain method of credit extension [the amount exposed to the Exposure and credit risk x default rate x suburban loss rate] (Article 30(3) of the Regulations on Supervision of Banking Business imposes an obligation to evaluate and manage credit risks that may arise from various transactions on financial institutions even though Article 30(3) of the Regulations on Supervision of Banking Business imposes an obligation to evaluate and manage the credit risks that may arise from various transactions). Whether the Defendants’ exemption from deposit money

In addition, the expenses for credit risk management are similar to the insurance money by reserving the amount calculated by a bank in accordance with a certain method in preparation for the corporate credit risk, and if a company causes a loss to a bank because it fails to perform its obligation, it shall compensate for the loss at the expense. Therefore, the plaintiff's assertion is without merit.

② As to the assertion of expenses for dynamics

In full view of the Plaintiff’s statement and the overall purport of the oral argument, as alleged in the Plaintiff, the observer’s theory, in order for the option to reflect all the dynamic hedge expenses, the underlying asset’s return rate constitutes standard regular distribution, the fluctuation rate and interest rate are fixed until maturity, and there is no transaction cost at all. However, the underlying asset’s price does not change periodically, the fluctuation and interest rate are changed, and the bank’s transaction cost is determined to be naturally incurred. Therefore, the aforementioned premise cannot be met at all. In particular, in the case of options, which are designated as a series of parties to a judicial branch, and a series of parties to a judicial branch, it is determined that the expenses will be more needed because the exchange rate changes rapidly and continuously, when the exchange rate changes near the ship exchange rate.

In addition, the Plaintiff entered into the instant currency option contract with the Defendants for the purpose of preventing losses caused by the decline in the value of USD 2 to be paid as export price. As long as the Plaintiff owns USD 2, it is necessary to sell USD 2 to the bank at the event exchange rate, and there is no need to separately dynamic hedging.

Therefore, the plaintiff's above assertion is without merit.

③ As to the Plaintiff’s assertion of fees against the Defendants

The instant currency option contract basically purchased a currency option product sold by the Defendants in accordance with the purpose of avoiding exchange risk. However, the structure that the Plaintiff grants the price for such product to the Defendants as a call option calculated in accordance with the method of calculating options. Therefore, the Defendants are only required to receive from the Plaintiff, including the cost and profit incurred from the sale of the currency option product as a seller of the currency option product, and the Plaintiff who purchased the currency option product does not need to receive the commission from the Defendants.

Therefore, the plaintiff's above assertion is without merit.

She Whether fees are excessive or not

㈎ 주장의 요지

The Plaintiff asserts that the rate of commission of each currency option contract of this case, i.e., the rate of termination, should be calculated on the basis of the theoretical value of put options, not the total contract price, which is not the total contract price of put options, and that, based on the calculation, the Defendants’ margin reaches the lowest of 71% (instant currency option contract) even according to the values presented by the Defendants, and in particular, the commission amounting to KRW 106,643,149, which is imposed on the Plaintiff pursuant to the instant currency option contract of this case, exceeds the maximum amount of KRW 75,00,000, which is the maximum profit that the Plaintiff may obtain through the instant currency option contract of this case, is excessive.

㈏ 판단

In addition, since the foreign currency value changes from time to time, it is necessary for exporters including the Plaintiff to exchange foreign currency in Korean currency. In addition, in order to avoid exchange risk which reduces the value of foreign currency at the time of exchange, it is necessary to conclude currency derivatives contracts, such as currency forward contracts and currency options contracts. Therefore, the nature of each of the instant contracts can be deemed exchange. Therefore, unlike currency forward contracts, exchange risk insurance, interest rate swap transactions, etc., it cannot be the basis for the theoretical value of put options, rather than the contract price. In particular, it is difficult for the Plaintiff to set up an exchange rate of 8 currency options based on the exchange rate of exchange contract, which is more favorable to the currency forward contracts, rather than the contract price of this case. In addition, it is difficult to determine the exchange rate of 8 currency options based on the exchange rate of exchange rate of each of the instant contracts, which is less than that of the instant contracts.

In addition, in the case of the instant currency option contract, the maximum amount that the Plaintiff is entitled to receive from the Defendant us bank according to the terms and conditions of the instant currency option contract is KRW 75,00,000,00, which is limited to the maximum profits that the Plaintiff can directly obtain from the Defendant us by exercising put options pursuant to the instant currency option contract. The Plaintiff is entitled to obtain from the instant currency option, but it does not include the profits that are not reflected in put options, i.e., the profits arising from the exchange rate higher than the futures exchange rate at the time of the contract, and the exchange profits arising from the setting of the conditions for put options. Accordingly, it cannot be deemed that the Defendant us imposed more fees than KRW 75,00,00, the maximum amount that the Plaintiff is entitled to receive from the Defendant us bank pursuant to the instant currency option contract.

Therefore, the plaintiff's above assertion is without merit.

【Disorder of Non-disclosure of Fee Imposition

㈎ 주장의 요지

The Plaintiff asserts that the Plaintiff’s failure to notify the Plaintiff of the fact that the instant currency option contract is a co-market structure, although the Defendants imposed the Plaintiff a fee equivalent to the difference between the call option theoretical value and put option theoretical value at the time of concluding the instant currency option contract.

㈏ 판단

However, there is no obligation to inform the Plaintiff of the fact that the Defendants imposed the difference between the call option theory and the put option theory of the instant currency option contract under the statutes or contract [Article 65 subparagraph 6 (e) of the Enforcement Rule of the Bank Business Supervision Regulations only provides information on respective prices (referring to the information at the level of transaction prices, which is not the financial institution’s transaction cost, not the financial institution’s transaction cost) for each individual transaction inherent in the case of non-specified derivatives.] Article 58 (1) of the Financial Investment Services and Capital Markets Act provides that a financial investment business entity shall disclose the guidelines and procedures for imposing fees and fees that the financial investment business entity receives from investors. However, the aforementioned Act was enforced from February 4, 2009, which was the date of the conclusion of each of the instant currency option contract, and it cannot be deemed that the Defendants’ credit risk management cost, dynamic expenses, net profits, etc. imposed by the Defendants constitute the above fee].

In addition, even if the Defendants, at the time of entering into the instant currency option contract, concluded that the instant currency option product was a foreign currency structure on a large scale, the Plaintiff traded with the bank. Therefore, it is difficult to view that the Defendants were aware that they would not enjoy any profit by entering into the instant currency option contract, and that they would have been aware of the fact that they would rather enjoy a certain benefit.

Therefore, the plaintiff's above assertion is without merit.

m. Whether the method of imposing fees is illegal

㈎ 주장의 요지

The Plaintiff asserts that it is unlawful for the Defendants to impose fees pursuant to each currency option contract of this case, which is not imposed as a fixed amount, and which is imposed by two methods reflecting the contract amount of call options in the contract amount.

㈏ 판단

However, in order to guarantee the “exchange rate higher than the futures exchange rate” in itself, the structure of the instant currency option contract is agreed at a certain ratio than the contract price of put options, namely, to the Plaintiff’s disadvantage. However, in full view of the entries of evidence Nos. 40, 50, witness Nonparty 3, and 2’s testimony and arguments, the Plaintiff was fully aware of the Plaintiff’s duty to sell double times according to the recreation structure at the time of entering into the instant currency option contract.

In addition, reflecting the commission fee in the contract amount of the call option is designed to design each of the instant monetary option products into the co-market structure. If the Plaintiff wishes to pay the commission at a fixed amount, put put options, which are traded at a certain price, can be purchased. As seen earlier, it is reasonable to deem that the Plaintiff was aware that the Defendants would enjoy certain profits at the time of entering into the instant contract. As such, it is difficult to deem that the Defendants was obligated to provide the Plaintiff with an opportunity to choose whether to pay the fee at a fixed amount, notifying the Plaintiff of the method of imposing the commission.

Therefore, the plaintiff's above assertion is without merit.

(v)the invalidity of the instant currency option contract

㈎ 주장의 요지

The Plaintiff asserts that the instant currency option contract was null and void since it was concluded with the Plaintiff on January 18, 2008 by Defendant South Korea on October 30, 2007 (hereinafter “instant currency option contract”). The instant currency option contract constitutes a unsound transaction designated by the Financial Supervisory Service, and the Defendant South Korea Bank should report it to the Bank of Korea in accordance with Article 7-40(2) of the Foreign Exchange Transaction Regulations, which was in force at the time.

㈏ 판단

The term "an act that reflects profits and losses incurred in the modification, cancellation, or termination of existing transactions in the new market price", which is defined as one of unsound transactions in the Financial Supervisory Service, and which is subject to reporting to the Governor of the Bank of Korea pursuant to Article 7-40(2) of the Foreign Exchange Transaction Regulations, means a transaction for the purpose of concealing profits and losses incurred in existing transactions by the method of reflecting profits and losses incurred in existing transactions in the market price of a new contract without settling or giving or receiving such profits and losses between the contracting parties.

However, the instant currency option contract between the Plaintiff and Defendant Woori Bank does not constitute “the act of reflecting the profits and losses incurred in the course of the termination of existing transactions in the new transaction price” instead of directly paying KRW 750,000,000,000, which the Plaintiff and the Defendant Woori Bank should liquidate in the middle of the instant currency option contract pursuant to the agreement between the Plaintiff and the Defendant Woori Bank, and instead of directly paying the liquidation costs of KRW 750,000,000, which the Plaintiff should pay to Defendant Woori Bank, in the form of settlement costs and offset.

Furthermore, the Financial Supervisory Service’s guidelines or foreign exchange transaction regulations cannot be deemed a mandatory law. Thus, even if Defendant Korea Bank deemed such regulations to have been established, it cannot be accepted the assertion that the instant currency option contract is null and void solely on the ground that it is subject to administrative sanctions.

Therefore, the plaintiff's above assertion does not appear to have any mother or reason.

4) Ultimately, we cannot accept the Plaintiff’s assertion that each currency option contract of this case constitutes fraudulent derivatives of which exchange risk cannot be avoided from the Plaintiff’s standpoint.

B. Determination as to the assertion that unfair terms are invalid

1) The term "term contract terms and conditions" refers to "a contract terms and conditions, regardless of its name, form or scope, which becomes the contents of a contract prepared in advance by one party to the contract to enter into the contract with a large number of other parties" (Article 2 (1) of the Act on the Regulation of Terms and Conditions). A contract terms and conditions do not constitute a standardized contract subject to regulation under the Act on the Regulation of Terms and Conditions, since the contract terms and conditions have been negotiated between one party and the other party to the contract in a specific contract, and they do not constitute a standardized contract as they do not fall under a standardized

2) However, comprehensively taking account of the descriptions of evidence Nos. 40 and 50, witness Nonparty 3 and 2’s testimony and the purport of the entire pleadings, the specific contents of each currency option contract of this case, such as the contract amount, exercise rate, exchange rate of a judicial branch of the instant currency option contract, a judicial branch of the instant currency option contract, the exchange rate of Knock-in exchange rate, a judicial branch of the instant judicial branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of the government branch of this case.

3) In addition, the structure of each currency option contract of this case as mentioned below is also prepared in advance by the Defendants in order to conclude contracts with multiple companies, but it cannot be deemed that it constitutes the content of the contract in itself. Ultimately, the following structure cannot be said to constitute a standardized contract in that the Plaintiff and the Defendants’ major contract terms as determined by individual negotiations are associated with the contract terms and conditions, and the following structure cannot be said to constitute a standardized contract (as for fact-finding by the Plaintiff’s legal representative in this case case 2009Gahap48799, the Financial Supervisory Service, as the contract terms are determined by negotiations between individual parties, is an over-the-counter derivatives contract in which the contract terms are determined by mutual agreement between the Plaintiff and the Financial Supervisory Service, and thus, it cannot be deemed that our won’s contract terms and conditions are not subject to examination under Article 84 of the Banking Regulation).

A) The structure in which the customer purchases put options from the bank, and the customer pays the proceeds therefrom by selling options, not in cash, not in cash.

B) A structure in which the theory of options acquired by the bank is designed more considerably than the theoretical value of options acquired by the customer, and the bank receives the difference equivalent to the difference, but is not specified.

C) A structure consisting of multiple put options, call options, or put options and put options, the maturity of which mainly comes one month during the term of the contract.

D) In the event of a decline in the exchange rate, the scope of loss of the bank is limited to a certain amount, while there is no restriction on the scope of loss of the customer in the event of a rise in the exchange rate (Knock-Out condition, EIV early termination condition).

4) As seen earlier, the provisions on the instant currency option contract do not fall under the terms and conditions. However, in addition, whether the provision on the structure of the contract is unreasonably unfavorable to the Plaintiff, a customer of each of the instant currency option contract, or whether the provision on the structure thereof would be partly disadvantageous to the Plaintiff as follows.

A) The Plaintiff’s put option bears the following conditions: (a) exchange rate drop below the exchange rate between Knock-Out; or (b) when EIV early termination conditions are fulfilled, the contractual relationship terminates and the Defendants’ losses are limited; (c) while in the case of an increase in exchange rate above the exchange rate between Knock-Out; and (d) in the case of a rise in exchange rate, the Plaintiff’s losses can be expanded as in theory, insofar as there is no monetary goods.

B) Each currency option contract of this case is a structure that the Defendants received marginal profits from the design of the option theory acquired by the Defendants compared to the Plaintiff’s option theory. However, it is the same appearance that there was no payment for the option transaction.

C) In a case where the market exchange rate falls below the exchange rate of KSS, or the cumulative profits of an enterprise arising from a currency option contract exceed a specified amount, the Plaintiff cannot achieve the purpose of avoiding exchange risk that was originally intended by being exposed to exchange risk due to the termination of each of the instant contractual relationship with respect to all of the remaining contractual periods.

5) However, in order to determine whether a standardized contract provision is unfair, the overall contents of the standardized contract should be comprehensively taken into account not only the content of the standardized contract itself, but also the content of the individual agreement included in the same contract, and the mutual relationship with other standardized contract provisions. In particular, in a case where the profit or loss of a contracting party, such as the instant standardized contract, is directly linked to an indefinite element such as exchange rate fluctuations in the future, and a quid pro quo relationship, which is the content of the contract, is formed based on the probability and prediction of such dynamic factor and the overall assessment of the degree of risk acceptance, it cannot be determined retroactively based on the circumstances ex post facto realization, and whether the contract term is reasonably formed as at the time of the conclusion of the contract. Therefore, if it is deemed unfair at the time of the conclusion of the contract, it cannot be said that, in principle, it would be considered in determining the fairness of the standardized contract.

6) However, it is difficult to view that the terms and conditions of each currency option contract of this case constitute a degree of loss of fairness in light of the principles of trust and good faith in light of the following circumstances.

A) While the loss of the Defendants caused by the decline in exchange rates pursuant to each of the instant currency option contracts is limited, the Plaintiff’s loss due to the increase in exchange rates is likely to be expanded on an indefinite basis. However, the structure of each of the instant currency option contracts is equivalent to the expectation interest of both the Plaintiff and the Defendants in consideration of the probability distribution of exchange rate fluctuations. Therefore, the determination on the probability distribution of exchange rate fluctuations is inappropriate, and thus, the structure of the instant currency option contract itself cannot be deemed as unfairly unfavorable to the Plaintiff.

B) In addition, comprehensively taking account of the description of evidence Nos. 58 and the appraisal result and the purport of the entire pleadings by Nonparty 5, the price of options acquired by the Defendants as the instant currency option contract includes the expenses to be borne by the Defendants. Such expenses include credit risk management expenses, dynamic hedges expenses, business expenses, etc. As long as the Defendants are a profit-making company pursuing this, it is reasonable to obtain certain profits through the conclusion of the instant currency option contract, and any person can sufficiently anticipate them. In full view of the fact that the determination of the above expenses and profits in calculating the option price exceeds a reasonable scope and becomes an unfair act under Article 104 of the Civil Act (the same is also recognized prior to the absence of any grounds for the Plaintiff’s excessive assertion of fees), it is difficult to deem that the price of the call option acquired by the Defendants included such expenses and profits, and thus designing them more than the price of put options acquired by the Plaintiff, and that such profits are not unfairly included in the costs of put options, and that it is disadvantageous to the Plaintiff.

C) It is true that the Plaintiff is exposed to the exchange risk in the event that the market exchange rate falls below the exchange rate during the designated exchange rate. However, as seen earlier, each of the instant currency option contracts is not intended to avoid all risks arising from the exchange rate decline, but is designed as a structure that makes the Plaintiff be able to avoid exchange risk only to the extent that it is likely to cope with the risk and avoid exchange risk due to the Plaintiff’s consideration of various factors affecting the contract conditions, such as the option exercise exchange rate, etc., or to exchange the entire contract period by dividing the entire contract period into one section/2 and dividing the entire contract period into one section/2. Therefore, the structure of each of the instant currency option contracts can not achieve the purpose of avoiding exchange risk according to the exchange rate fluctuation, and thus, it cannot be deemed that the Plaintiff’s fundamental rights are restricted.

D) As such, the structure of a contract under each currency option contract of this case cannot be deemed unreasonable in itself, and further, it cannot be said that the contract clause is unreasonably unfavorable to the customer or is limited to essential rights under the contract to the extent that it cannot achieve the purpose of the contract.

7) In addition, comprehensively taking account of the entries in the evidence No. 23 (the same as the evidence No. 23 (the same as the evidence No. 4; hereinafter the same) and the overall purport of the pleadings, the Fair Trade Commission determines that each of the instant currency options contract was unfair under the Act on the Regulation of Terms and Conditions, and thus, it is also recognized that the instant currency options contract was concluded and decided to terminate

8) In full view of all such circumstances, solely on the ground that the Plaintiff assessed the possibility of actual occurrence of such risk, etc., it cannot be deemed that the contract clause that may incur such loss falls under a clause difficult to anticipate in light of the type of transaction, etc. of the contract and all other circumstances. Therefore, the Plaintiff’s assertion that each currency option contract of this case is invalid in violation of the Act on the Regulation of Terms

C. Judgment on the assertion that it is invalid in violation of the principle of good faith

1) The instant currency option contract, which is traded in the over-the-counter market, is a new form of contract developed by high-level high-tech financial engineering utilizing various information and expertise, such as transaction principles in foreign exchange markets, prospects for exchange rate fluctuations, and valuation of options value, and can function not only as financial products for exchange risk management, but also as financial products for investment or speculation. Meanwhile, as a financial non-professional company is not easy to accurately understand the contents, structure, risk, etc. of complicated contracts, it is necessary to receive transaction information from financial institutions that sell financial products as an expert in order to make reasonable judgments and make decisions under its responsibility.

Therefore, a bank, a financial expert, has an obligation not to actively recommend transactions involving excessive risk, taking into account all the circumstances such as trading purpose, transaction experience, and property status of an enterprise of the other party to the transaction in selling such monetary option products, and is obliged to protect customers by clearly explaining the characteristics of the products, major contents, and risks associated with the transaction to the enterprise (the duty of explanation).

2) Whether the Defendants violated the suitability principle

A) As seen earlier, the instant currency option contract has a structure of 12 times a week 2) and is likely to be seen as a considerable loss (e.g., loss of opportunity due to the increase in exchange rate if the conditions were met, as seen earlier. Furthermore, the direction and scope of exchange rate fluctuations is difficult to predict experts. The contract term of each of the instant currency option contracts is set at a long period of 1 to 2 years. In addition, it is difficult to easily predict the contents of specific rights and obligations that may arise due to the addition of various conditions in each of the instant currency option contracts, and it is difficult for the Plaintiff to continuously consider the risk of the Plaintiff’s exercise of options to be actually paid to banks due to the structure, and thus, it is difficult for the Plaintiff to recognize the risk of the Plaintiff’s exercise of options at the time of the instant currency option contract and its exchange rate at the time of the conclusion of the contract. Accordingly, it is difficult for the Defendants to use the pertinent currency option contract at a low rate of exchange rate as a whole and to recognize the possibility of the Defendants’ exercise of options.

B) However, considering the following circumstances as a whole, considering Gap evidence Nos. 2 through 5, 8, 9, 12 through 15, Eul evidence Nos. 10, 13, 14, 29 through 31, 42, Eul evidence Nos. 6, 7, 15, 16, 37 through 42, 45, 49, and 50 evidence, witness Non-party 1, 3, and 2's testimony, appraiser Non-party 5's appraisal result, and the whole purport of oral argument, it is difficult to view that the defendants violated the suitability principle by actively soliciting transactions involving danger to the plaintiff, and thus, the plaintiff's above assertion also cannot be accepted.

(1) The Plaintiff may sell USD on terms more favorable than the monetary forward contract by avoiding the exchange risk during the “specified scope” or “specified period” through each currency option contract of this case. The Plaintiff appears to have sufficiently known such circumstances at the time of entering into the instant currency option contract (the witness Nonparty 1’s testimony against this point is not trustable).

B. Upon entering into the instant currency option contract, the Plaintiff and the Defendants presented various forms of monetary option products, such as put options and call options (in other words, put options and call options are included in put options and call options, put options were included in put options and call options, put in line with the latter, put in line with the latter, put in line with the latter, put in line with the latter, put in place the terms and conditions of the instant currency option contract with the latter on January 29, 2007. The Plaintiff first proposed to conclude the instant currency option contract structure with the Defendants without any agreement with the latter on January 29, 2007.

Around February 28, 2007, when the Plaintiff entered into a currency option contract as above, the Plaintiff entered into a currency forward transaction with the Defendant us to sell 400,000 tons monthly 40,000 tons and entered into a total of 20 derivative financial products contract with four financial institutions, including the National Agricultural Cooperative Federation, the Korea Export Insurance Corporation, the Defendant us Bank, and the Defendant C&C during the period from October 27, 2003 to August 9, 2007. The derivatives financial products that the Plaintiff entered into were distributed to exchange risk insurance, including currency forward transactions, and to the end of the short-term period from October 27, 2003 to August 9, 2007.

Furthermore, the Plaintiff, in accordance with the instant currency option contract with the Defendant us, experienced two times the exchange rate of exchange at a lower rate than the market exchange rate from the first to the fifth five times. Moreover, on January 10, 2007 between the Plaintiff and the Defendant C&bank, the market exchange rate under the currency option contract between the Plaintiff and the Defendant C&bank was lower than the market exchange rate, and experienced two times during a series of years, including the termination of the currency option contract.

x. The Plaintiff’s amount of USD 2006 is USD 29.6 million (monthly average 2.47 million), USD 4,155,00 (monthly average 3.466 million) and USD 2008. The amount of USD 4,7722,00 (average 3.980,000 per month). On the other hand, the amount of call options held by the Defendants under each of the instant currency option contract is about KRW 3.5 million per month at the time of the conclusion of the instant currency option contract. The Plaintiff is the Plaintiff at the time of the conclusion of the instant currency option contract. Accordingly, it does not appear that the Plaintiff’s size of each of the instant currency option contract was considerably excessive in light of foreign currency inflows such as export performance, etc., and thus, the Plaintiff may avoid exchange rate due to foreign currency exchange risk if there is a decrease in foreign currency exchange rate due to exchange risk.

(v) the possibility of loss of opportunity benefits arising from rapid increase in exchange rates is the same in essence as in monetary forward transactions, and this constitutes an opportunity cost arising from avoiding exchange risk. If the Plaintiff asserts that the loss incurred as a result of the instant currency offer contract would have been a result of the exchange rate increase if the Plaintiff did not enter into the instant currency offer contract, but it constitutes the loss of opportunity benefits, i.e., the loss of opportunity benefits.

⑹ 또한 아래 【원/달러 환율 변동 그래프】에서 보는 바와 같이 원고와 피고 우리은행 사이의 이 사건 ① 통화옵션계약을 체결할 당시인 2006년 무렵 환율은 연중 최고 1,010.4원, 최저 913.0원으로서 그 변동폭은 97.4원에 달하였으나, 주요 변동범위는 920원 내지 980원 사이에서 박스권으로 등락하며 지속적으로 하락하는 추세를 보였다. 또한 2007년도에도 환율은 연중 최고 952.3원, 최저 899.6원으로서 그 변동폭은 52.7원에 그쳤다.

A person shall be appointed.

In addition, it was difficult to predict that the exchange rate will continuously decline in the year 2008 by the government-invested research institutes, private research institutes, majority of experts, domestic and foreign financial institutions, etc., and that the exchange rate will rapidly increase since 2008.

⑺ 원고와 피고들 사이의 이 사건 각 통화옵션계약 체결 당시 선물환 매도의 스왑 포인트는 2005년경부터 마이너스(-)가 된 이후 2007년 말 무렵에는 스왑 포인트가 -15원 밑으로 내려가게 되었다. 이에 따라 원고를 비롯한 수출기업들은 당시의 선물환율보다 높을 뿐만 아니라 시장환율보다 높은 수준의 행사환율이 보장되는 이 사건 각 통화옵션상품을 선호하였던 것으로 보인다.

⑻ 원고를 비롯한 수출기업의 환위험 회피 대상은 환율 하락에 따른 위험인데, 그와 반대방향으로 환율이 현저히 급등할 가능성에 대비하여 원고가 입을 손실을 일정한 범위 내로 제한하는 다른 거래조건[이른바 더블 넉아웃(Double Knock-Out) 조건]을 부가하면 콜옵션의 가치가 하락하고, 그에 따라 행사환율이 낮아지게 주16) 되어 환율 하락에 대비한 환위험 회피라는 목적을 충분히 달성할 수 없게 되는 결과에 이르게 된다. 따라서, 이 사건 각 통화옵션계약 체결 당시에 위에서 본 바와 같이 일반적으로 예상되던 환율 변동의 방향이나 정도를 감안하면, 환율 하락에 따른 환위험 회피 목적을 달성하기 위해 환율의 급등이라는 이 사건 각 통화옵션계약 체결 당시로서는 상대적으로 낮은 가능성으로 인한 위험을 인수하는 한편으로 행사환율을 높이는 구조로 설계된 이 사건 각 통화옵션계약의 계약기간이나 구조, 조건들이 불합리한 것이라고 보기 어렵다.

3) Whether Defendant Bank violated its duty to explain

A) Comprehensively taking account of the overall purport of evidence Nos. 2 through 5, evidence Nos. 9, 12 through 15, 39, 61, evidence Nos. 2, 10 through 14, 22, 29, 30, 31, 42, evidence Nos. 37 through 40, 45, and 50, testimony and arguments of the witness Nos. 1, 3, and 2 in the process of concluding the instant currency option contract between the Plaintiff and the Plaintiff, the Defendants did not specifically stress on the degree of risk or loss in the event of a rapid increase in exchange rate rather than on the fulfillment of exchange rate conditions due to the rapid increase in exchange rate and on the possibility of a stable change. Each of the instant currency options contract of this case, each of the instant currency options contract of this case, which was concluded with the Plaintiff, did not specifically emphasize the extent of risk or loss in the event of a rapid increase in exchange rate, and each of the Defendants did not specifically explain the specific structure of put or loss.

B) However, in light of the following circumstances acknowledged by comprehensively taking account of the aforementioned evidence and the purport of the entire pleadings and the Plaintiff’s experience in the transaction of monetary derivatives, it is difficult to believe that part of the witness Nonparty 1’s testimony, which seems consistent with the Plaintiff’s assertion, was not sufficiently explained to the Plaintiff to the extent that the Defendants failed to explain the characteristics of each currency option contract of this case, major contents, and risks associated with the transaction.

(1) During the process of concluding a contract with the Plaintiff, including the instant currency option contract, the Defendants proposed various forms of monetary options products to the Plaintiff. During that process, the Defendants presented explanatory materials on the strategy, transaction terms, conditions, effect, etc. of each currency option product to the Plaintiff. At the Plaintiff’s request, the Defendants offered to the Plaintiff explanatory materials on the strategy, transaction terms, and effect of each currency option product.

In other words, on April 2006, prior to the conclusion of the instant currency option contract, the Plaintiff and the Defendant Woori Bank issued the Plaintiff with a notice of risk, interest rate risk, hedging (Evidence 2) (Evidence 8), EFE risk hedging (Evidence 8), and risk notification (Evidence 22) to over-the-counter financial transactions (Evidence 22). The Plaintiff concluded the instant currency option contract by selecting the Plaintiff as the Plaintiff from exchange risk, interest rate risk, e.g., e., e., e., e., e., e., e., e., e., e., e., e., e., e., e., e., e., e., 17) financial derivatives from April 17, 2006 to May 11, 206. After the conclusion of the said contract, the Plaintiff fulfilled the Plaintiff’s obligation to sell them on five occasions due to an increase in exchange rate.

In addition, on December 18, 2007, before entering into the instant currency option contract with the Plaintiff, Defendant C&C also sent to the Plaintiff a proposal containing specific contract terms and conditions between the Commission and the Red Cross P&C. The Plaintiff, at the same day, requested the Defendant C&C to lower the exchange rate of KRW 925 won, which was proposed to the Defendant C&C. Ultimately, concluded the instant currency option contract at KRW 89997,799) by designating a chip exchange rate of the chip (KS-O).

See The Plaintiff’s each contract confirmation document, etc. presented and delivered to the Plaintiff with respect to the instant currency option contract, the meaning of each option, the main contents and terms of the contract, and the scenario analysis on the profits and losses the Plaintiff would incur according to the maturity exchange rate, etc., are written in detail. In addition, when the call option condition is fulfilled, the Defendant CC Bank notified the Plaintiff of the risk of loss of opportunity by selling twice at the ordinarily low contract exchange rate. In addition, the Defendant CC Bank’s transaction confirmation document presented and delivered to the Plaintiff regarding the instant currency option contract, including the main contents and terms of the contract, and the scenario analysis on the profits and losses the Plaintiff would incur according to the maturity exchange rate, as stated in the Defendant CC Bank’s transaction confirmation document, shall be written in detail, and if the exchange rate becomes at least 962 exchange rate due to the maturity rate of exchange rate of 14M 92, the risk of exchange loss should be sold at the same time during the pertinent period of 98.2.

Article 22(1) of the Criminal Procedure Act provides that “The term “the term “the term “the term “the term “the term “the term “the” means the term “the term “the term” means the term “the term “the term “the term” as “the term “the term “the term” as “the term “the term “the term” means “the term “the term” as “the term “the term “the term” as “the term “the term” as “the term “the term “the term” as “the” means the term “the term “the term “the term” as “the term “the term” as “the term “the term” as “the term “the term” as “the term “the” means the term

x) On February 28, 2007, the Plaintiff entered into the instant currency option contract with the Defendant C&T Bank, and entered into a monetary forward contract with the Defendant us for emulgion with regard to emulgion. On December 18, 2007, the Plaintiff entered into the instant currency option contract with the Defendant us for emulgion with the two-year contract period for the instant currency option contract with the Defendant C&T.F at the same time, at the same time, entered into the instant currency option contract with the Defendant C&C bank with the contract period of 1 year for e.g., the instant currency option contract with the Defendant e., the instant currency option contract with the contract period of e.g., the Plaintiff entered into the instant currency option contract at the same date.

C) Meanwhile, as seen earlier, even though the Defendants were not charged with entering into the instant currency option contract, it is recognized that the Defendants did not explain the specific contents thereof to the Plaintiff even if they included credit risk management expenses, etc. in the call option premium pursuant to the instant currency option contract. However, as long as the Defendants are a company pursuing profit as seen earlier, it is reasonable to obtain certain profits through the conclusion of the instant currency option contract, and it is reasonable to deem that anyone could have sufficiently predicted them. Thus, it is difficult to view that the Defendants had a duty to inform the Plaintiff, a customer, of such excessive amount of expenses and benefits.

D) In addition, as seen earlier, the Defendants’ issuance of a transaction confirmation form in English after the conclusion of the instant currency option contract with the Plaintiff is recognized. However, since the exchange rate changes from time to time, the time of conclusion is important due to the characteristics of the exchange rate change, the Plaintiff and the Defendants appears to have made a transaction confirmation form for the purpose of making an oral entry of the instant currency option contract on the date of transaction, and the contents of the contract are clearly recorded between the parties. In addition, in light of the Plaintiff’s transaction experience, etc., the Defendants issued a transaction confirmation form in English to the Plaintiff on or after the date of transaction, as well as the Plaintiff’s transaction confirmation form written in Korean separately from the said transaction confirmation form. In addition, in light of the Plaintiff’s transaction experience, the mere fact that the Defendants delivered a transaction confirmation form in English to the Plaintiff cannot be deemed to have violated the duty to explain the contents of the instant currency option contract.

E) Therefore, we cannot accept the Plaintiff’s assertion that the Defendants violated the duty to explain the structure, content, and risk of each currency option product of this case at the time of concluding the instant currency option contract.

4) Ultimately, the Plaintiff’s assertion that each currency option contract of this case was concluded in violation of the principle of suitability and the duty to explain, and thus null and void cannot be accepted.

D. Determination on the claim for cancellation of a contract

1) Determination on the assertion on cancellation of a contract on the ground of fraud

As seen earlier, the Plaintiff’s assertion that the instant currency option contract is not a financial product suitable for avoiding exchange risk is groundless. As such, the Plaintiff’s assertion that the Defendants were affiliated with the Plaintiff and were concluding the instant currency option contract, which is not suitable for avoiding exchange risk, cannot be accepted.

2) Determination as to the assertion on cancellation of a contract on the ground of mistake

A) In full view of the statements in Gap's evidence Nos. 11, 36, 37, 64, Eul evidence Nos. 41, 42, and 61, and the appraisal results and the overall purport of the pleadings by the appraiser Nos. 41, 42, and 61, it is recognized that the theory of call options arising from each currency option contract of this case is more than the theoretical value of put options, such as the above mentioned [Attachment No. 2].

B) However, the above theory does not consider individual company’s credit risk, the dynamic hedge expenses of the bank, and net profits. If the Plaintiff’s put option theory exceeds the fees such as credit risk management expenses, it can be seen that the Plaintiff’s put option customer price and the Defendant’s put option customer price are equally designed.

However, in full view of the statements in Eul evidence Nos. 36 and the appraisal results and the purport of the entire arguments by the appraiser Nos. 36, the plaintiff's argument that the call option and put options in the over-the-counter financial product market need not be separately designed by customers, and it cannot be viewed that the theoretical value of put options and put options is the same. Thus, the plaintiff's argument that the call option and put options should be the same as the theoretical value of put options cannot be accepted.

C) The Plaintiff did not enter into the instant currency option contract if it was known that there was any difference between the theoretical value of put options and put options as seen above [Attachment 2]. The Plaintiff concluded the instant currency option contract in which the value of put options purchased by the Plaintiff and put options sold by the Plaintiff is equal, and there was no additional cost for purchasing derivative financial products, and the Plaintiff did not mistake, and the Plaintiff constitutes an error in the important part of the terms of the contract, and thus, the Plaintiff asserts that the instant currency option contract is cancelled.

However, as seen earlier, from around 2005 to the end of 2007, the swap point of the gift exchange sale at the time of the conclusion of the instant currency option contract between the Plaintiff and the Defendants appears to have preference to the currency option product of this case, where not only the Plaintiff but also the exporters including the Plaintiff, at the time of the exchange rate, at a higher level than the market exchange rate, the exchange rate at the time of the instant currency option contract was set at a higher level than the spot exchange rate at the time of the contract. In addition, the Plaintiff’s assertion that the market exchange rate at the relevant maturity is lower than the market exchange rate at a higher rate than the market exchange rate at the same time, and at the same time, the exchange rate at the same time is lower than the market exchange rate at the same time as the market exchange rate at the time of the instant currency option at the time of the contract, and that there is no further reason to accept the Plaintiff’s assertion that the Plaintiff would not exercise the said currency option at the same time be put more than the market exchange rate at the same time.

D) In addition, the Plaintiff asserts to the effect that there is no reason to pay the difference between the above put option theory and put option theory in the above [Attachment 2]. However, as seen earlier, the difference between the put option theory and put option theory in the above [Attachment 2] includes all kinds of expenses, such as credit risk management expenses, not the defendants' net profits. Furthermore, the above transaction expenses are not actually paid to the company that purchases put options, such as the Plaintiff, but are not actually paid to the company that purchases put options, but the risk is predicted by predicting the possibility of a rise above the put options exchange rate, which is the condition for the exercise of put options, and the Plaintiff is designed in the so-called put option type that the Plaintiff would avoid paying actual expenses by selling the put options included in the contract structure. As seen earlier, as long as the Defendants are a profit-making company pursuing, it is difficult to view that the Defendants were able to enjoy certain profits through the conclusion of the put option contract in this case, and that the Defendants did not have any profit.

(E) Therefore, even if the Defendants did not need to pay a separate fee at the time of concluding the instant currency option contract, or did not specify that the Defendants’ profit is inherent in the structure of the instant currency option contract, it is difficult to deem that the Plaintiff caused mistake or mistake in the value of options that the Defendants did not bear any expenses for the conclusion of the instant currency option contract, and it is difficult to view it as an important part of the contract, and thus, the Plaintiff’s claim for cancellation of the contract cannot be accepted.

E. Determination on the claim for damages caused by tort

1) Determination on the claim for damages caused by the Defendants’ deception

The Plaintiff’s assertion that the Defendants committed deception while entering into the instant currency option contract with the Plaintiff is without merit. Therefore, the part of the claim for damages on the ground of this is without merit to further examine the remainder of the claim.

2) Determination on claims for damages arising from breach of the suitability principle and the duty to explain

As seen earlier, the Plaintiff’s assertion that the Defendants violated the suitability principle while entering into the instant currency option contract with the Plaintiff and violated the duty to explain is without merit. Therefore, the part of the claim for damages on this ground is without merit to further examine the remainder of the claim.

4. Determination as to the counterclaim claim by Defendant Cmat Bank

(a) Facts of recognition;

The fact that the Plaintiff entered into the instant currency option contract with Defendant Cmat Bank on December 18, 2007 is acknowledged in full view of the respective entries and the entire purport of pleadings as seen earlier, and the following facts are acknowledged in full view of the evidence Nos. 5, 6, and 11.

1) The instant currency option contract between the Plaintiff and the Defendant C&T bank has a total of 12 months and 12 maturity structure each month. When the exchange rate is traded once or more at the exchange rate (962 won) for each of the periods during which each maturity is applied, Defendant C&T bank may exercise a call option that can purchase USD 1 million, which is 2 times the contract amount, at the exchange rate (942 won). If Defendant C&T bank exercises a call option in excess of the exchange rate for the maturity date, the Plaintiff shall sell USD 1 million to Defendant C&T bank two business days after each maturity date.

2) However, as between November 19, 2008 and December 18, 2008, the market exchange rate of the instant currency option contract was 962 won or more, and the market exchange rate was 1,258 won or more on December 18, 2008, the maturity date of which exceeds 942 won. Accordingly, Defendant Cmat Bank exercised to the Plaintiff a call option for USD 1 million pursuant to the instant currency option contract.

3) However, on December 22, 2008, the Plaintiff did not perform its duty to sell USD 1 million to Defendant Cit Bank for KRW 942 on December 22, 2008 under the instant currency option contract. Accordingly, on December 23, 2008, Defendant Cit Bank urged the Plaintiff to perform its obligation as soon as possible by notifying the Plaintiff of the nonperformance of its obligation to sell USD 1 million, but the Plaintiff failed to perform this duty. Accordingly, on December 29, 2008, Defendant Cit Bank notified the Plaintiff of the fact that it would be designated on December 30, 2008 as the date of termination as the date of termination pursuant to Article 11 of the instant foreign exchange transaction agreement (BB No. 6).

4) On December 31, 2008, pursuant to Article 11 of the foreign exchange agreement of this case, Defendant Cit Bank calculated the settlement amount due to early termination with Defendant Cit Bank on December 30, 2008, the difference between market exchange rate (1,258 won) and exercise price (942 won), 316 won (1,258 won - 942 won) multiplied by USD 316,00,000,00, pursuant to Article 11 of the foreign exchange transaction agreement of this case, and notified the Plaintiff.

5) Article 14(2) of the foreign exchange transaction agreement of this case provides that the Customer shall pay damages for delay calculated by the rate of overdue interest in foreign currency from the delivery date to the actual performance date to the delivery date of the foreign exchange transaction agreement. On the other hand, Article 14(3) of the foreign exchange transaction agreement of this case provides that “The rate of overdue interest shall be determined by the bank unless otherwise provided in this agreement or individual foreign exchange contract, and the bank shall give public notice except that it is difficult to give public notice due to its nature.”

However, the foreign exchange transaction agreement of this case does not specify a specific overdue interest rate, and on August 26, 2002, the former KOR bank set and publicly announced the overdue interest rate as 17% per annum with respect to foreign currency-related credits except foreign currency loans, and thereafter, the former KOR bank did not change the overdue interest rate and publicly notify it.

B. Determination

1) According to the above facts, the Plaintiff is obligated to pay to Defendant Cmat Bank damages calculated at each rate of 316,00,000 won per annum from December 30, 2008 to May 7, 2009, and 20% per annum from the next day to the date of full payment, which is clear that it is the date on which the copy of the instant counterclaim was served to the Plaintiff from December 30, 208, which is the date of early termination.

2) As seen earlier, the Plaintiff asserted that the instant currency option contract between the Plaintiff and the Defendant C&T bank was null and void or cancelled. However, all of the Plaintiff’s arguments are without merit.

In addition, the Plaintiff asserts that Article 14(3) of the foreign exchange transaction agreement of this case unilaterally requires a bank to set the rate of damages for delay, etc. is null and void in violation of the Act on the Regulation of Terms and Conditions as “the customer’s difficult to anticipate in light of the type of transaction, etc

On the other hand, as seen earlier, Article 14(3) of the foreign exchange transaction agreement of this case provides that banks shall determine the rate of damages for delay, etc., and banks shall make public notice except that it is difficult to make public in its nature, and it is recognized that Defendant CC Bank’s succession to its rights and obligations set the interest rate on foreign currency loans, excluding foreign currency loans, at 17% per annum on August 26, 2002. Thus, the above provision cannot be deemed as “a clause difficult for a customer to anticipate in light of all circumstances, such as the type of contract transaction,” and there is no other evidence to acknowledge it otherwise.

Therefore, the plaintiff's above assertion is without merit.

5. Conclusion

Therefore, the plaintiff's main claim against the defendants is dismissed in its entirety as it is without merit, and the defendant C&T bank's counterclaim against the plaintiff is justified, and it is so decided as per Disposition.

Judges Cho Sung-sung (Presiding Judge)

Note 1) In a case where the maturity exchange rate falls below a certain exchange rate agreed upon by the parties, the part of the contract corresponding to the period for observing the agreement is terminated. The contract between the Plaintiff and the Defendant Cmat Bank was a contract under which the remainder of the contract is terminated.

2) The early termination condition of EIV refers to the condition under which a contract is concluded early if the aggregate of profits earned by a company reaches a certain amount. In other cases where the early termination condition in a currency option contract the contract amount of which is one million US dollars is 150,000, a contract is concluded early when the aggregate of profits of a company reaches KRW 150,000 ($ 100,000 x 150 won).

3) There is a dispute between the parties as to whether it is reasonable to make the difference between the theoretical value of put options and put options theoretical value, but the parties concerned are also entitled to “fee” for convenience.

4) From among the six options contracts that the Plaintiff entered into with the Defendants, the typical KIKO currency option contract (KIKO) is merely a currency option contract in the instant case and ⑤ The remainder currency option contract is rather similar to a monetary forward contract, or is a combination of currency forward contract and currency forward contract, and the goods that the Plaintiff generally raises an issue as to the appropriateness of avoiding exchange risk, are determined based on the KIKO (KIK) currency option contract. < Amended by Presidential Decree No. 20688, Feb. 2, 2008>

5) The difference between the futures exchange rate and the spot exchange rate in the market means the difference between the futures exchange rate and the spot exchange rate in the market. If the swap point is + the currency exchange rate means the difference between the market exchange rate and the market, if any, the futures exchange rate means the difference between the market exchange rate and the market exchange rate.

(6) The contract amount of call options is increased compared to the contract amount of put options. The contract amount of each of the instant currency options is 2.

(5) In the instant currency option contract, the structure and content of the instant currency option contract are the same as the instant currency option contract only in terms of the exchange rate and exchange rate between the two parties.

Note 8) The risk that a currency option contract is terminated due to the fulfilment of the conditions of Knock-Out, or that the sale amount will increase due to the fulfilment of the conditions of Knock-inut.

9) Since the currency swap interest rate is used in the course of calculating an inherent change from the option price, the currency swap interest rate should be used again when options are used using such calculating inherent fluctuations.

Note 10) According to the statement in the certificate No. 38 A, the swap points on October 30, 2007, which was the date of the conclusion of the monetary option contract of this case, from -1.5 won (one month goods) to -6.8 won (one year goods) at the time the futures exchange rate was lower than 931 won at the event exchange rate and 908.9 won at the market exchange rate.

Note 11) However, this “loss” is merely a “loss of an opportunity interest” in the event that the said “loss” was carried out in kind in currency with strict risk of exchange, and the fact that the said “loss” falls under the case of speculative transactions without cash in kind is followed.

Note 12) The Plaintiff and the Defendant bank: (6) The instant currency option contract contains a call option equivalent to the clearing cost of the instant currency option contract.

13) At the time of filing a lawsuit, the Plaintiff included the cause of the claim in the scope of the claim by expanding the claim on December 24, 2009 between the Plaintiff and the Defendant bank. However, at least, the Plaintiff had experience in selling the amount equivalent to two times the amount equivalent to two times the fulfillment of the conditions of the relevant contract after the instant currency option contract was concluded between the Plaintiff and the Defendants, but at least once the instant currency option contract was concluded between the Plaintiff and the Defendants.

Note 14) Of them, USD 1 million between the Plaintiff and the Defendant bank <3> In lieu of the liquidation cost of the instant currency option contract, the instant currency option contract sold additional call options to the Defendant bank.

Note 15) At the time, a national bank, future casset securities, and Nos. (JP MMM) bank among domestic and foreign experts or financial institutions could have predicted the possibility of an increase in the exchange rate, but not only did it have been much significant, but also most of other domestic and foreign experts or financial institutions could have predicted the continuous decline in the exchange rate. It seems that the prediction of the possibility of an increase in the exchange rate was neglected.

Note 16) The value of the product, which is announced through the certificate of No. 15(s) B or B, is less than KRW 100,000,000, compared to the exercise price of other currency options products, which is 790,000,000 won.

주17) 원고가 위 기간 동안 피고 우리은행으로부터 제안받은 통화옵션상품은 인핸스드 타겟 포워드(Enhanced Target Forward), 스텝 티지티 포워드(Step TGT Forward), 크리스마스 트리(Christmas Tree), 원도우 코 배리어 포워드(Window KO Barrier Forward), 이더 포워드(Either Forward, 유로화 상품), 라쳇 넉아웃 포워드(Ratchet Knock-Out Forward) 등 모두 여섯 종류였고, 특히 2006. 5. 11.에는 계약금액이 각기 다른 인핸스드 타겟 포워드(Enhanced Target Forward) 상품을 제안받았다.

Note 18) Accordingly, the exchange rate at 947 won to 942 won, and the exchange rate at 967 won to 962 won to 962 won respectively.