The costs of appeal are assessed against each party.

1. As to the defendant's ground of appeal on the establishment of the non-committee agreement

A. The agreement to bring an action, one of the passive litigation requirements, is within the scope of the right to be disposed of by the parties to the agreement, and is only permissible when limited to a specific legal relationship, and is also effective (see Supreme Court Decision 98Da63988 delivered on March 26, 199, etc.).

B. On the grounds indicated in its reasoning, the lower court determined that, on the grounds that: (i) the text of Article 12(4) of the MOU of this case, it is difficult to view that Hyundai Group’s consortium agreed not to file a lawsuit claiming the return of performance bond or the amount of reduction; (ii) even if such agreement is acknowledged, it is excluded in advance, and thus, is null and void in violation of Article 398(2) of the Civil Act, which is a mandatory law, and (ii) Article 12(6) of the MOU of this case provides that when the MOU of this case is terminated, it shall not raise any objection and shall not file a claim for damages, etc., and thus, it may be deemed that the agreement constitutes a sub-agreement, but this provision may not be seen as having been effective against the principle of equity, such as where the MOU’s consensus is terminated due to reasons attributable to the seller.

C. Examining the reasoning of the lower judgment in light of the relevant legal principles and records as seen earlier, the lower court’s judgment is just and acceptable. In so doing, it did not err by misapprehending the legal principles as to the agreement to bring an action against the Plaintiff, violating the Supreme Court precedents, and failing to exhaust all necessary deliberations

2. As to the ground of appeal on the occurrence of the obligation to return the performance bond

A. On December 20, 2010, the Plaintiff’s grounds of appeal on the validity of the resolution to avoid concluding the instant contract for the purchase and sale of shares by December 20, 2010, the lower court determined that the resolution of the stockholders’ council was not immediately invalidated due to the failure to conclude the instant contract for the purchase and sale of shares, on the grounds that the Plaintiff’s grounds that the resolution of the stockholders’ council was merely an internal decision-making process among the buyers, and that the Plaintiff’s resolution was not unlawful in the misapprehension of legal principles as to the validity of the instant contract for the purchase and sale of shares by failing to conclude the contract for the purchase and sale of shares by considering the aforementioned adopted documents. (2) Examining the reasoning of the lower judgment in light of the records, the lower court did not err by misapprehending the legal principles as to the omission of the resolution of the stockholders’ resolution as to the validity of the instant contract for the purchase and sale of shares, as otherwise alleged in the grounds of appeal.

B. As to the Plaintiff’s grounds of appeal on the lawfulness of termination of the MOUD AI M&E (hereinafter referred to as “Modern Co., Ltd.”), the lower court, based on the reasons indicated in its reasoning, found the facts as indicated in its reasoning, and determined that: (a) it was an important purpose of selecting a person who will manage the instant shares in a stable manner as well as high-priced sales; (b) Hyundai Co., Ltd. (hereinafter referred to as “Mod Co., Ltd.”) to be able to take into account the receipt of the instant loan agreement at the time of the tender; and (c) Hyundai Group Co., Ltd.’s request for the submission of the documents related to Hyundai Co., Ltd. (hereinafter referred to as “Mod Co., Ltd.”)’s loan agreement, which was not presented to Hyundai Co., Ltd. at the request of Hyundai Co., Ltd. (hereinafter referred to as “Mod Co., Ltd.”) to be a valid investor to obtain notice of the instant loan agreement at the time of the sale of the instant shares; and (d) determined that such agreement was presented in the form of 1.

(2) Upon examining the reasoning of the lower judgment in light of the records, the lower court’s determination is just and acceptable. In so doing, it did not err by misapprehending the legal principles as to the lawfulness of termination on the ground of violation of Article 13(7) of the MOU as alleged in the grounds of appeal.

3. As to the ground of appeal on the scope of the performance guarantee repayment

A. As to the Defendant’s grounds of appeal as to whether the penalty constitutes a penalty clause, (1) the penalty is presumed to be an estimate of damages under Article 398(4) of the Civil Act, special circumstances should be asserted and proved in order to interpret the penalty as a penalty for breach of contract (see Supreme Court Decision 2009).

12. 24. See, 209Da60169, 60176, etc.) and (2) The lower court determined that, under Article 12(4) of the MOU of this case, where the MOU of this case is terminated due to a cause attributable to the Hyundai Group consortium’s consortium, the performance bond deposited by the Hyundai Group consortium shall be attributed to the seller as the "liability penalty", and even if there is no specific provision that the seller may claim damages against the seller, the lower court determined that the agreement to pay the performance bond under the MOU of this case constitutes an estimate of damages.

(3) Examining the reasoning of the judgment below in light of the aforementioned legal principles and records, the judgment of the court below is just and acceptable, and there is no error of law such as misunderstanding of legal principles as to the legal nature of an agreement to pay a performance bond as a penalty, or incomplete hearing, as alleged in the grounds of appeal.

B. As to the Plaintiff and the Defendant’s ground of appeal regarding the reduction of the estimated amount of damages (1) Article 398 of the Civil Act provides for the obligor to pay damages in advance in the event of nonperformance of obligations. The purpose of this provision is to ensure the obligor’s fulfillment of obligations by psychologically eliminating disputes and preventing disputes in advance. Therefore, even if the obligor proves that there were no damages or that the amount of damages is less than the estimated amount of sales, the obligor may not be exempted from paying the estimated amount of damages or demand reduction of the estimated sales amount. It is difficult to conclude that the amount of damages would be less than the estimated sales amount of KRW 70,000,000,000,000,000,000,000 KRW 57,000,000,000,000,000,000,000,000,000,000,000,000,000).

The reason is that the negotiation power of the selling entity has decreased is due to the lack of understanding of this case by emphasizing the certainty of the conclusion of the transaction and the nature of the acquisition fund, and thus making it the cause for termination. (5) Hyundai Group consensus did not act contrary to trust and actively participate in negotiations from the beginning. Accordingly, it did not appear that modern group consensus did not explicitly indicate the uncertainty of the conclusion of the transaction. (6) The managing entity and the secretary of the common sale, who did not indicate doubts regarding the funds of this case, selected modern group consortiums as the subject of preferential bargaining without giving an explanation about the contents of the contract or the scope of the evaluation of the modern group’s ability to make a relatively strict effort to make a sale agreement, such as making it difficult for Hyundai Group consensus to accept the risk of the negotiation of the performance bond of this case, and thus, it appears that it was unreasonable that Hyundai Group Group’s consensus or its ability to take a relatively strict economic disadvantage, without giving an explanation about the contents or scope of the contract of this case.

Examining the reasoning of the judgment below in light of the aforementioned legal principles and records, the judgment of the court below is just and acceptable. Contrary to the allegations in the grounds of appeal, there were no errors in the misapprehension of legal principles as to the reduction of the estimated amount of damages, and in violation of the rules of evidence as to the recognition of the contents of documents

4. Conclusion

Therefore, all appeals are dismissed, and the costs of appeal are assessed against each party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Note Justice Lee Sang-hoon

Justices Kim Jae-tae

Justices Park Sang-ok