1. For the following reasons, the lower court determined that the agreement between the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) and the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) on the payment of KRW 2 million per month to the Defendants at the time of the instant share purchase and sale agreement violates Article 467-2(1) of the Commercial Act.

① In other words, the Plaintiff agreed to pay KRW 2 million per month to the Defendants in return for Defendant B’s failure to exercise the “Recommendation Right” under the instant share purchase agreement. ② Such “Recommendation Right” refers to the Defendants’ recommendation of candidates by exercising the shareholder proposal right under Article 366-2(1) of the Commercial Act. As such, the instant payment agreement with the Defendants’ payment of money in return for the non-exercise of rights as a shareholder violates Article 467-2(1) of the Commercial Act.

2. However, the lower court’s determination is difficult to accept for the following reasons.

The interpretation of a juristic act is clearly confirming the objective meaning that the parties gave to the act of representation. In a case where the objective meaning is not clearly revealed by the language and text expressed by the parties, it shall be reasonably interpreted in accordance with logical and empirical rules and the common sense of social norms and transaction norms so as to accord with the ideology of social justice and equity, by comprehensively taking into account the contents of the language and text, the motive and background leading up to the juristic act, the purpose and genuine intent of the parties to achieve by the juristic act, and

(see, e.g., Supreme Court Decision 2010Da58230, Feb. 28, 2013). Meanwhile, Article 467-2(1) of the Commercial Act provides that “A company shall be any person.”