[2] The method of remedy in case where the rights of reorganization creditors and security holders are omitted or excluded from the list subject to change of rights and satisfaction of reorganization plan (or change of reorganization plan) due to a mistake by the administrator of the reorganization company

[3] Whether the existence and scope of the automatic claim against the other party of the reorganization company can be contested as a separate procedure even though the liquidation court permitted the application for a set-off application by the receiver of the reorganization company (affirmative), and the burden of proof (=person claiming existence)

[4] In a case where the rights established through the procedures for investigating reorganization claims, security rights are omitted or excluded from those subject to alteration and satisfaction of rights under the reorganization plan (or modification plan of reorganization plan) due to the error of the administrator of the reorganization company, whether the method of alteration and satisfaction of rights under the reorganization plan which are most similar to those under such rights can be applied (affirmative)

[5] The method of interpretation where the purport of the entry in the reorganization plan is not clear as to the specific change in rights of individual reorganization claims, security interests, etc.

[2] In the reorganization procedure under the former Company Reorganization Act (repealed by Article 2 of the Addenda to the Debtor Rehabilitation and Bankruptcy Act, Act No. 7428 of March 31, 2005), any reorganization creditor, reorganization security holder, who has omitted or excluded from the list subject to alteration of the right and satisfaction of the reorganization plan (or amendment plan of the reorganization plan), shall not be deemed a ground for objection to the approval decision of the reorganization plan by disputing the propriety of the right itself as to the existence and scope of the finalized right. If the reorganization procedure is still in progress for the reorganization company, such right may be relieved by correcting the reorganization plan, and if the reorganization procedure is completed, by filing a lawsuit for performance against the company after the completion thereof.

[3] The purport of Article 112 of the former Company Reorganization Act (repealed by Article 2 of the Addenda to the Debtor Rehabilitation and Bankruptcy Act, Act No. 7428 of March 31, 2005) provides that the act of extinguishing reorganization claims, such as repayment, offsetting, etc. by a receiver of the reorganization company, shall be prevented from causing harm to equality between reorganization creditors by satisfying specific reorganization claims, not through reorganization proceedings, through repayment, offsetting, etc., in preference to other reorganization claims. The reorganization court does not require that the existence and scope of automatic claims and passive claims should be deliberated on the basis of the method of attack and defense submitted by both parties, and its substantive legal relationship should be confirmed. Thus, even if the permission decision of the court on the application for a set-off by the receiver of the reorganization company was made and the decision became final and conclusive, the existence and scope of automatic claims against the other party of the reorganization company, and the scope and effect of the set-off should still be argued in a separate procedure. In this case, the existence and scope of claims asserted by the existence of the right, and the scope of the automatically converted claim shall not be presumed from the other party.

[4] In the reorganization procedure under the former Company Reorganization Act (repealed by Article 2 of the Addenda of the Debtor Rehabilitation and Bankruptcy Act, Act No. 7428 of March 31, 2005), in case where the rights finalized through the investigation procedure of reorganization claims, security rights or the litigation for finalization of reorganization claims, security rights are omitted from the list subject to alteration of rights and satisfaction due to the error of the receiver of the reorganization company, or are excluded from the list subject to alteration of rights and satisfaction due to erroneous entry that they have already been extinguished, unless there are special circumstances, the rights of reorganization creditors, reorganization security holders, and security holders may be applied to the reorganization claims, reorganization security rights which are most similar reorganization claims, security rights in light of their nature and contents, and such legal principle also applies to the alteration plan unless it is contrary to its nature.

[5] In the company reorganization procedure under the former Company Reorganization Act (repealed by Article 2 of the Addenda to the Debtor Rehabilitation and Bankruptcy Act, Act No. 7428 of March 31, 2005), how to specifically change individual reorganization claims, security rights, etc. are determined by the entry of the reorganization plan. If the purport of the entry of the reorganization plan is not clear, it should be clarified by the method of interpreting legal acts.

1. As to the Defendant’s first ground of appeal

A. In the company reorganization procedure under the former Company Reorganization Act (repealed by Article 2 of the Addenda to the Debtor Reorganization and Bankruptcy Act, Act No. 7428 of March 31, 2005), the existence and scope of the right to reorganization claims or security rights shall be determined through the investigation procedure of reorganization claims or security rights, or the litigation for confirmation of reorganization claims or security rights (Articles 143, 147, 153 of the former Company Reorganization Act), and the above legal principles cannot be determined by the former Company Reorganization Act as to how such right becomes final and conclusive or how such right would be repaid (Articles 211, 212, 215, and 243 of the former Company Reorganization Act), unless the right to reorganization claims or security rights themselves can be applied to the company which is not subject to investigation or final and conclusive procedure or investigation procedure, or if the right becomes final and conclusive through an omission or alteration of the existing company's right becomes final and conclusive due to an omission in or exclusion from the existing reorganization plan, unless it is contrary to the purport of the new reorganization plan.

B. In light of the above legal principles and the records, even if the receiver of New Co., Ltd., New Co., Ltd. (hereinafter referred to as "the reorganization company") asserted that the reorganization company had an automatic claim against the plaintiff during the execution of the original reorganization plan and stated that the plaintiff's reorganization claim was extinguished in the revised plan of this case, the existence and scope of the plaintiff's reorganization claim shall not be determined based on the statement. Such statement is merely about the subject of alteration of right, and it does not affect the alteration of right and the alteration of right in accordance with the revised plan. Accordingly, the plaintiff's claim, which was approved in the original reorganization plan, was omitted from the revised plan of this case due to the erroneous set-off and extinguishment of the administrator of the reorganization company, may file a lawsuit against the defendant for the implementation of the reorganization plan of this case against the plaintiff after the completion of the reorganization procedure of the reorganization company against the reorganization company, which is erroneous in the entry that the plaintiff dealt with the plaintiff's reorganization claim was extinguished, and there is no reason to dismiss the plaintiff's objection against the revised plan of this case.

The decision of the court below to the same purport is just, and there is no error in the misapprehension of legal principles as to the validity of the decision to approve the reorganization plan modification plan and the interest in the lawsuit.

2. As to the defendant's grounds of appeal Nos. 2 and 4

Article 112 of the former Company Reorganization Act provides that an act extinguishing a reorganization claim, such as satisfaction and offsetting by a receiver of the reorganization company, shall be interpreted to prevent any act detrimental to equality among reorganization creditors by satisfaction of a specific reorganization claim prior to other reorganization claims, not following reorganization proceedings through satisfaction, offsetting, etc. by the receiver of the reorganization company. It is interpreted that the reorganization court does not require that the existence and scope of automatic claim and passive claim should be deliberated on the basis of the method of attack and defense submitted by both parties and to confirm their substantive legal relationship. Thus, even if the court has decided to grant permission for an application for offset by the receiver of the reorganization company and its decision became final and conclusive, the existence and scope of the automatic claim against the other party of the reorganization company and the effect of the offset shall be deemed to be still disputed in separate proceedings. In this case, the existence and scope of the automatic claim shall be presumed to be responsible for proving the existence and existence of the right, and the burden of proof as to the existence and scope of the automatic claim shall not be converted from the receiver of the reorganization company.

In light of the above legal principles and records, the evidence submitted by the defendant alone is insufficient to recognize the fact that the time comprehensive construction corporation merged with the reorganization company has a total amount of 3,682,203,465 won of the outstanding claim against the plaintiff at the time of offsetting March 2, 2000, and there is no other evidence to prove this otherwise. There is no error of law such as violation of the rules of evidence, violation of the rule of experience, and misapprehension of legal principles as to the burden of proof as to the existence of automatic claim.

3. As to the Defendant’s third ground of appeal

In light of the records, the court below's decision is just in finding the facts as stated in its reasoning after compiling the evidence of employment and finding the facts, and it is not erroneous in the misapprehension of the legal principle as to the claim amount of 743,882,654 won reported by the plaintiff at the date of investigation into the reorganization claim of the reorganization company, which includes the declaration of intent to offset with the claim amount equivalent to the same amount of the bill amount possessed by the reorganization company against the plaintiff, and there is no error in the misapprehension of the rules of evidence and the misapprehension of the legal principle as to Article 112 of the former Company Reorganization Act, as otherwise

4. On the second ground for appeal by the plaintiff

In the company reorganization procedure, where the right which was confirmed through the investigation procedure of reorganization claim, security right or the litigation for confirmation of reorganization claim, security right is omitted from the list subject to alteration of right and satisfaction of reorganization plan due to the error of the receiver of reorganization company, or is excluded from the list subject to alteration of right and satisfaction due to erroneous entry which has already been extinguished, barring special circumstances, the method of alteration of right and satisfaction of reorganization claim, security right which are most similar to reorganization claim, reorganization security right can be applied to the reorganization creditor, reorganization security right in light of the nature and contents of right, and such legal principle can be equally applied to the reorganization plan unless it is contrary to its nature (see Supreme Court Order 2004Da74, Nov. 29, 2007).

Meanwhile, in the company reorganization procedure, how individual reorganization claims, security rights, etc. are altered specifically is determined by the entry of the reorganization plan, and if the purport of the entry of the reorganization plan is not clear, the purport thereof must be clarified by the method of interpreting a juristic act. Interpretation of a juristic act is clearly confirming the objective meaning granted by the parties to the act of indicating it. Although it is not limited to the used language, it is necessary to reasonably interpret the objective meaning given by the parties to the act of indicating it according to the contents of the language regardless of the parties' internal intent. In a case where the objective meaning is not clearly expressed by the language expressed by the parties, it is not clearly expressed, the form and contents of the language, the motive and contents of the juristic act, the purpose and true intention of the parties to the juristic act, transaction practices, etc. shall be reasonably interpreted in accordance with the principles of logic and experience, common sense of society, and transaction norms (see, e.g., Supreme Court Decisions 9Da43486, Nov. 26, 199; 209Da3674, Mar. 264, 2006).

According to the reasoning of the judgment below and the records, the revised reorganization plan of this case provides that "the current value of reorganization claims", such as the plaintiff, shall be calculated by applying the subordinated distribution rate (19.16%) in accordance with the method prescribed in Section 2 (c) of Chapter II to "as regards "as of the current value of the reorganization claims," and Article 2 (c) of Chapter II of the revised reorganization plan of this case provides that "the remaining amount after the above "as of the payment of the acquisition price of M&A" shall be apportioned at the rate of current value of the reorganization claims," and Section 2 (c) of Chapter II of the revised reorganization plan of this case to the extent that the lawsuit is determined by the revised reorganization plan of this case to the extent that the new reorganization plan of this case is determined by applying the discount rate of 10.84% to "as of December 31, 2003," and Section 2 of Chapter III of the revised reorganization plan of this case to "as of the revised reorganization plan of this case's new reorganization claims."

Examining the above legal principles and the above facts, the part concerning the change of rights to reorganization claims among the change plan in this case, namely, the current value conversion method and the ratio of financial resources for repayment, etc., shall also affect the plaintiff. The change plan in this case explicitly provides for the ratio of satisfaction of reorganization creditors' confirmed claims and the ratio of satisfaction to the amount of cash reimbursement calculated based thereon, and it cannot be concluded that the existing reorganization creditors agreed to the change plan merely as an example of repayment. However, if the change plan provides that there are unforeseeable reorganization creditors at the time of establishment of the change plan, and the remaining financial resources for repayment are calculated in proportion to the amount of claim of the existing reorganization creditors and existing reorganization creditors after the prior reorganization plan, so it would be contrary to the trust of the existing reorganization creditors, and if the reorganization creditors already received reimbursement pursuant to the change plan in this case, were to be determined as unjust enrichment in the case of those reorganization creditors who violated the existing reorganization plan, it would be unreasonable to view that the change plan in this case's existing reorganization creditors' rights should be excluded from the existing reorganization plan's repayment ratio.

Nevertheless, the court below held that the amendment plan of the reorganization plan of this case should be paid in preference to all reorganization creditors within the limit of paying the acquisition price of the company merger with the repayment fund, and the remaining amount shall be distributed in preference to all reorganization creditors. Thus, the court below held that the plaintiff's reorganization claim of this case, which can be included in junior distribution, should be paid in proportion to the amount of each claim with the reorganization creditors holding "a claim related to reorganization claim" and should be paid in proportion to the amount of each claim. In so doing, the court below erred by misapprehending the legal principles on the interpretation of the amendment plan of the reorganization plan, which affected the conclusion of the judgment. The plaintiff'

5. Conclusion

Therefore, the part of the judgment of the court below against the plaintiff 189,40,830 won (the part concerning subordinate distribution under the amendment plan of the reorganization plan of this case) and damages for delay thereof shall be reversed, and so long as this part of the judgment is reversed, the grounds of appeal Nos. 1 and 3 as to the plaintiff's main claim, and the grounds of appeal as to the conjunctive claim, which asserted only this part of the judgment, need not be examined further, and this part of the case shall be remanded to the court below for a new trial and determination, and the defendant's appeal shall be dismissed, and

Justices Kim Young-ran (Presiding Justice)