Seoul ○○○○○○○○○○ - ○○ Building ○○ ○○

Representative Director ○ Kim

2. ○○ Investment Securities Company;

Seoul ○○○○○○○○ Dong ○ - ○

the representative director ○○

Creditors' LLC et al., Counsel for defendant-appellant

Attorney Yuwon-hee, Lee Jae-hee, Lee Jin-hoon, Lee Chang-chul, Kim Chang-man, Lee Jong-young, Lee Jong-hee

Seoul ○○-gu ○○○ 2 ○○○○○ ○○○ ○○ Building

Green ○○, the representative director of the People’s Republic of China

Law Firm Doo-woo, Attorney Jeong Young-mo, Counsel for the plaintiff-appellant

Law Firm Chungcheong, Attorney Choi Young-young, and Dok-dok-do

2. Costs of appeal shall be borne by creditors.

The decision of the first instance shall be revoked. The Seoul Central District Court 2010Kahap14 between the obligees and the obligor shall be revoked.

As to the case of application for provisional disposition such as preservation of priority negotiation object status, etc., the action taken by the above court on February 8, 2010

The decision of subdivision (hereinafter referred to as the "decision of provisional disposition of this case") is authorized.

2. Purport of the debtor's request;

The provisional disposition order of this case is revoked, and all creditors' applications for provisional disposition are dismissed.

A. On February 8, 2010, the above court held that the creditors are in the position of priority bidder in the sale procedure of the building ○○○ Project OO-dong, Seoul OOOO-dong (hereinafter “the building of this case”) under the condition that the creditors filed a provisional disposition application against the debtor, etc. as Seoul Central District Court 2010Kahap14, which had been filed on February 8, 2010, the above court decided that the consortiums composed of creditors will be in the position of priority bidder in the sale procedure of the building * 1 'the building of this case (hereinafter “the building of this case”) for 30 days from the date of notification of the provisional disposition decision of this case. The debtor shall immediately, upon receiving the notification of the provisional disposition of this case, negotiates with creditors other than creditors, understands, or enter into a sales contract for the above 30 days period.

B. The debtor raised an objection with the above court 2010Kahap510, and the above court

On March 8, 2010, the Court revoked the provisional disposition order of this case and rendered the first instance court's decision to dismiss the creditors' application for provisional disposition.

2. The following facts are acknowledged according to the records of the instant building sales promotion process, etc. and the purport of the entire examination.

A. The debtor extended approximately KRW 20 billion to four financial institutions, including ○○ Bank, etc. (hereinafter “the lender group”), and promoted the new construction of the building of this case. The debtor was planning to raise funds through project financing and to repay the debt to the lender group as part of the plan, but the project financing was delayed, so the above loan could not be repaid at the maturity date.

B. On February 10, 2009, the lender entered into an agreement between the debtor and the debtor on February 10, 2009 with the aim of securing the collection of the loan by extending the maturity of the above loan (hereinafter referred to as the "agreement of this case") under certain conditions, such as the agreement (an abstract).

C. As the debtor failed to conclude a binding memorandum of understanding or a sales contract with respect to the building of this case by April 11, 2009, the lender appointed ○○ Securities Co., Ltd. as a sales adviser by exercising the power delegated pursuant to the instant agreement and proceeded with the tendering procedure for the building of this case by selecting ○○ Securities Co., Ltd. as a sales adviser.

D. In the bidding process, the lender decided to grant the status of a person subject to preferential bargaining to a consortium comprised of right holders until January 10, 2010, with respect to the negotiations on sale of structuralization in progress with investment securities by November 30, 2009, the lender provided an opportunity to draft an investment declaration (LOC) to the creditors by November 30, 2009, but if the lender fails to receive the investment declaration by the said time limit, the lender sent to the creditors a notice that does not recognize the right to negotiate with the investment securities and contains "the progress of preferential bargaining only for the sole creditors" (hereinafter referred to as "the notice in this case").

E. The obligees commenced negotiations for the conclusion of a MOU with the obligor. However, even though the obligor failed to receive the investment commitment from the investment securities until November 30, 2009, the obligor demanded the obligees to specify the obligor’s independent right to sell the building in the MOU by asserting that it continues to be a third party and the obligor’s independent right to sell the building in this case. On the other hand, the obligees asserted that the obligees have exclusive and exclusive preferential right to sell after November 30, 2009 in accordance with the notification of this case. The obligees asserted that they have an exclusive and exclusive preferential right to sell the building in this case. The obligees failed to advance negotiations due to the conflict of the two positions. < Amended by Presidential Decree No. 22190, Jan. 10

Until now, this paper has failed to submit an investment commitment.

3. Determination on the right to be preserved

A. Summary of the parties' assertion

The obligees have binding force on the obligor, as the notification of this case was sent by the lender who was delegated with the power to sell the building of this case by the obligor to the obligees selected as the priority negotiation object. The notification of this case is made by the obligor until November 30, 2009.

Since it is stated that the obligor deprives the obligor of the obligor's independent sales authority and grants the obligees an exclusive and exclusive preferential bargaining right holder status on the condition that the instruments of investment commitment cannot be drafted, the obligor asserts that according to the notice of this case, the obligor should recognize the obligees as eligible for exclusive and exclusive preferential bargaining right holder and not proceed with negotiations on the sale of the building with a third party and this case.

In this regard, the obligor asserts that although the obligees are subject to preferential bargaining in the field of real estate sale, they cannot be deemed to have the status as subject to exclusive preferential bargaining, and the notification of this case is merely prepared by the lender and thus, it cannot be binding on the obligor, a third party.

B. The meaning of the instant notification

In the event that a certain condition is fulfilled, there is a dispute as to whether the notice of this case limits the obligor's independent right to sell and recognize the obligees' exclusive and exclusive preferential right to negotiate. Therefore, it will be examined as to this.

The instant notice separates the sale method of the instant building from the method of Jrue Sale (referring to sale without any condition for repurchase) and structuralization sale (referring to sale with a condition for repurchase), and refers to two procedures, not merely to give creditors the status of a person subject to preferential bargaining with respect to the advanced sale of securities, but also to the progress of two methods. In other words, as seen earlier, with respect to the sale of structuralization under negotiations with investment securities, if the obligor fails to receive a written investment guarantee by November 30, 2009, it stipulates that a separate preferential bargaining is conducted between the creditors only between the creditors. Moreover, if the obligor receives an investment guarantee from the investment securities by the time of the said negotiations, it is determined that the final purchaser will be determined by comparing the two methods of sale with the condition for sale.

If the debtor can proceed with a separate sale procedure at any time regardless of the sale procedure promoted by the lender, and if the result may affect the final buyer's decision, it is not necessary to mention in the notice of this case the contents of the negotiation with the debtor about the sale negotiation between the debtor and investment securities as above.

Considering the above circumstances, the instant notice is up to November 30, 2009 by the obligor.

In the event that the condition that an investment declaration is not received from investment securities is fulfilled, it should be viewed that the debtor limits the right to independently proceed with the sale negotiation with a third party and grants the creditors the status of the exclusive and exclusive preferential bidder to all the two methods.

C. The obligees of whether the lender limits the obligor's independent right to sell and the obligor's independent right to sell and whether the exclusive and exclusive preferential right to sell can be granted to the obligees. The Convention asserts that the obligor's independent right to sell is deprived of the obligor's independent right to sell and the obligee has the right to be given the status of exclusive and exclusive preferential right to the subject of sale, and that, even if the obligor exercises its independent right to sell, it must consult with the lender in advance about the conditions, contents, timing, etc. of sale, and if the lender requests it, the right to negotiate should be delegated to the lender, and that the lender shall comply with the conditions of sale if the lender refuses to sell.

On the other hand, the Convention explicitly stipulates that even after the right to decide on all matters regarding the sale of the building of this case and the right to negotiate are automatically granted to the lender, the obligor may exercise the right to sell the building of this case independently.

Even in cases where the debtor exercises his/her right to sell independently, the instant agreement provides that the lender shall comply with the delegation of the negotiating authority if the lender requests the delegation of the negotiating authority. However, on the premise that the debtor can proceed with its own sale procedure, it is difficult to view that the lender can engage in legal acts concerning the selection of the subject of exclusive preferential bargaining on the ground that it is merely the fact that the lender can be entrusted only with the negotiating authority during the process of sale.

In addition, the agreement of this case provides that the lender may refuse the conditions of sale determined in its own sale procedure, and in this case, the debtor shall comply with the decision of the lender group. However, on the premise that the debtor can enter into a contract with an understanding angle or a sales contract in accordance with the terms and conditions of sale established in spite of the exercise of the right to refuse the lender group's refusal, the debtor may impose a disadvantage that the lender may lose the benefit of time if the debtor fails to comply with the decision of the lender group's refusal. Thus, it is difficult to view that the lender can perform a legal act regarding the selection of the subject of exclusive preferential bargaining on the ground of

Ultimately, the obligees' above assertion is without merit.

D. The creditor asserts that the obligor’s prior consultation with the obligor or ratification has been made with respect to restricting the obligor’s right to sell and granting the obligees an exclusive and exclusive preferential negotiating right, but the content of limitation on the obligor’s selling right contained in the notice of this case is subject to prior consultation with the obligor and the lender. However, it is difficult to recognize this by itself with the overall purport of the record and examination of this case, and there is no other vindication as to this, the obligees’ above assertion

The obligees asserts that the obligor impliedly ratified the limitation of the obligor's sales right and the grant of exclusive and exclusive preferential bargaining right to the obligee included in the notice of this case.

On the other hand, the ratification of the act of unauthorized representation or invalidation is a single act with knowledge of the act of unauthorized representation to vest the effect of the act in his/her own, and it does not require a certain method with respect to the method of expressing his/her intent, and it does not require an implied or implied objection. However, in order to acknowledge implied ratification, there must be circumstances to sufficiently understand the legal status faced by the act in question and to deem that the result of the act in question belongs to himself/herself based on the truth, and to recognize it as belonging to himself/herself. Therefore, in determining this, various relevant circumstances should be carefully examined (see Supreme Court Decision 2009Da37831, Sept. 24, 2009).

According to the records of this case, when the lender notifies the obligor on November 5, 2009 that he/she was selected as a priority negotiation subject, he/she included the same contents as the notice (adembalment) in the notice (hereinafter referred to as the “Attachment”) in the notification, and the obligor thereafter commenced sales negotiations with the obligees, and entered into a confidentiality agreement with the obligees on November 24, 2009.

However, since the obligor did not fully consent to the content of the instant notification, it is deemed that there was no need to refuse the opportunity to negotiate for the sale of the instant building itself. Thus, even if the obligor received a notice from the lender including the same content as the instant notification, it is difficult to view that the obligor’s right to sell the instant notification is restricted in the event of the fulfillment of a certain condition, and that the obligor is granted exclusive and exclusive preferential right to purchase to the obligees, solely based on the fact that the obligor took part in the sales negotiation with the obligees without immediately raising an objection. Rather, according to the records of the instant case, the obligor’s review of the draft of understanding forwarded from the lender, and then, after reviewing the

12. 16. 16. It can be acknowledged that the lender has notified the lender of the fact that the debtor has to be reflected in the memorandum of understanding that it is possible for the lender to exercise its own selling power, in addition to the negotiations on sale with creditors, and the obligor has made clear by such notification that the obligor has no intent to expropriate or ratification the limitation on the obligor's own selling power stated

Therefore, the obligees' above assertion is without merit.

E. Whether the burden of expression representation is established

Finally, the creditors asserts that even if the creditors limit the obligor's right to sell to the domestic lender and there is no right to give the obligees an exclusive and exclusive preferential bargaining subject status, the lender can be deemed to act as an agent in excess of the authority by the notification of this case under the status of being delegated with the right to sell the building of this case by the obligor, so the obligor is liable to act as an expression agent in accordance with Article 126 of the Civil Code.

On the other hand, in order to claim the effect of expression representation in excess of the authority as stipulated in Article 126 of the Civil Act, it is necessary to believe that the other party has the right of representation in the case of an act other than the authority explicitly or implicitly expressed or with the intention of representation on behalf of the lender, and there is a justifiable reason to believe that the other party has the right of representation. Here, the existence of justifiable reason here should be objectively observed and determined (see Supreme Court Decision 2009Da46828, Nov. 12, 2009). According to the records of this case, it seems that the creditors knew that the obligor is in the process of selling the right of representation in the way of structuralization and sale, separate from the sale procedure where the lender is in progress, it is difficult for the obligee to recognize that the obligor's right of representation is restricted from the lender's right of representation. Thus, it is difficult to recognize the obligor's right of representation in the letter of notification of this case as the obligee's right of representation in the negotiation of this case.

Considering the above circumstances, it is difficult to view that there exists a justifiable reason to believe that the lender has the right to sell independently, apart from the sale procedure that the lender is proceeding against the lender, without confirming whether the obligees have the right to sell independently, and whether the lender has the right to restrict the obligor’s independent selling right, and even if the lender believed that the lender has the right to limit the obligor’s independent selling right and to grant the obligees exclusive and exclusive preferential bargaining right.

Therefore, the obligees' above assertion is without merit.

4. Conclusion

Therefore, the obligees' motion for provisional disposition of this case does not have any vindication of the preserved right, so the decision of this case shall be revoked and all obligees' motion for provisional disposition shall be dismissed. The decision of the court of first instance is justified as it is consistent with this conclusion, so all obligees' appeals are dismissed, and it is so decided as per Disposition.

Rogs Rogs

Judge Hah Tae-soh