2. The costs of lawsuit are assessed against the plaintiffs.

A. Nonparty Korea National Housing Corporation publicly announced the construction of an integrated energy facility in the Asan-gu Seoul National Housing Corporation (hereinafter “instant construction”), but only Plaintiff Gyeongnam Enterprise Co., Ltd. (hereinafter “Plaintiff Gyeongnam Enterprise”) would undertake the instant construction work by a private contract upon complying with the bidding. On January 26, 2007, Nonparty 2 notified Plaintiff Gyeongnam Enterprise that the construction was determined as the person qualified for design.

B. On April 16, 2007, the Plaintiffs constituted a joint supply and demand organization (70% of the shares in the Plaintiff Honam Enterprise, and 30% of the shares in the Plaintiff Barun Construction Co., Ltd.) and entered into a contract with the Korea National Housing Corporation to receive a contract for the instant construction project from April 19, 2007 to January 17, 201 (hereinafter “instant contract”). The terms and conditions of the construction contract, general conditions of the construction contract, and special conditions of the construction contract (Ⅱ), included in the contents of the said contract, stipulate as follows, regarding the adjustment of the contract amount due to price fluctuation:

[General Conditions of Construction Contract]

Article 22 (Adjustment of Contract Amount Due to Price Fluctuations)

(1) The adjustment of contract amount due to price fluctuation shall be made in accordance with Article 64 of the Enforcement Decree of the Act on Contracts to Which the State is a Party and Article 74 of the Enforcement Rule

(3) Where the contract amount is increased under the provisions of paragraph (1), it shall be subject to a request of the other party and it shall be omitted.

(5) Where the Korea National Housing Corporation increases a contract amount under the provisions of paragraphs (1) through (4), it shall adjust the contract amount within 30 days from the date it receives a request from the contractor; and

【Special Conditions for Construction Contract (Ⅱ)】

Article 15 Exclusion from Application of Price Fluctuations

(1) A contractor shall prepare and submit a separate detailed statement of the amount related to the overseas supply of materials (integrated with the overseas enterprises of the same item, such as materials, reserve products, royalties, insurance premiums, etc.) from among the materials purchased, as specified in the guidelines for preparing a detailed statement of the tender amount in a tender guide in bidding.

(2) The amount falling under paragraph (1) is a fixed variable amount that takes into account the price fluctuation during the contract period, and is not required to adjust the contract amount due to price adjustment. Therefore, the bidder shall prepare the bid amount, taking into account all the price fluctuation (exchange fluctuation, etc.) which may occur during the contract period before making a tender.

3. Since this Article takes precedence over Article 22 of the General Conditions of the Construction Contract, the amount of money under paragraph (1) shall not be subject to the price chain system, and any civil or criminal objection may not be raised against it.

C. In the construction contract document of this case, the construction contract of this case, the special oil supply note (Ⅱ), stipulated as follows. Around June 2007, the Plaintiff purchased posters from SENS, which is a foreign company meeting the requirements set forth in the above provision, and paid KRW 1) 274,530,117SK as the total purchase price from July 27, 2007 to February 23, 2010. On January 2008, the Plaintiff purchased S. N. M. 23,27,000, one of the suppliers presented under the above provision, from March 31, 2008 to January 15, 2010, and paid KRW 23,27,000,000.

Article 3:Qualification Conditions for Sicker Supply Enterprises

(1) A person who intends to participate in a tender shall design the products produced by a master-developed enterprise that satisfies the following requirements:

1. Qualifications for companies supplying posters;

An enterprise with source technology that has been capable of designing and manufacturing at least 40 M-W and has been capable of supplying at least the same level.

ARTICLE 4: Scope of Sbbter Invested Entities

(1) The scope of a sburine supplier shall be selected from among the enterprises provided for in the following table:

The name producer of a registered company in the main sentence of this Act shall be a national company, GE U.S. MITUI, Japan KSAWASI, Japan HITACHI, Japan, CIEMEMNS Germany, France, MaITSUBSI, Japan TOSBA, Japan S. M.N.

D. On May 7, 2009, as the price of the above posters, etc. was so increased as to purchase abroad due to a global financial crisis that occurred in 2008, the Plaintiff Gyeongnam Company requested the Defendant to adjust the contract price of the instant contract. However, the Defendant rejected it on the ground of Article 15 (hereinafter “instant provisions”) of the aforementioned Construction Contract Special Conditions (Ⅱ), and even thereafter, the Plaintiff Gyeongnam Company requested the Defendant to resolve the dispute through the construction dispute mediation committee applied on October 20, 2009, and the Korean Commercial Arbitration Committee applied on December 11, 2009, but the Defendant rejected it on the ground of the aforementioned provisions.

E. Meanwhile, the Defendant succeeded to the status of the Korea Land and Housing Corporation pursuant to Article 8 Section 3 of the Addenda to the Korea Land and Housing Corporation (No. 9706, May 22, 2009).

[Reasons for Recognition] Facts without dispute, Gap evidence 2 through 6, Gap evidence 14 and 15 (including each number), the purport of the whole pleadings

2. The plaintiffs' assertion

A. The instant provision is null and void pursuant to Articles 6 and 11 of the Act on the Regulation of Terms and Conditions (hereinafter “the Regulation of Terms and Conditions”). ② Article 19 of the Act on Contracts to Which the State is a Party (hereinafter “the State Contract Act”) and Article 64 of the Enforcement Decree of the same Act are null and void. ③ The instant provision is null and void pursuant to Article 3(3) of the General Conditions for the Construction Contract in the instant contract.

B. Even if the instant provision is valid, ① the Defendant did not explain to the Plaintiff at the time of entering into the instant contract, and thus cannot assert the said provision as the content of the contract, and ② In the instant case, the adjustment of the contract amount should be recognized due to significant changes in circumstances in the principle of good faith.

C. Therefore, without any legal ground, the Defendant gains the benefit equivalent to KRW 13,130,013,00 that the Plaintiffs additionally borne due to the exchange rate fluctuation, and thus, is obligated to return the benefit to the Plaintiffs. Therefore, the Defendant, as a part of a claim, seek payment of the amount as stated in the purport of the claim against the Defendant.

3. Determination

A. Whether Article 6 and Article 11 of the Act on the Regulation of Terms and Conditions are violated and thus invalid

Article 6(1) and (2)1 of the Act on the Regulation of Terms and Conditions, and Article 11 subparag. 1 of the Act on the Regulation of Terms and Conditions stipulate that the plaintiffs' right to request the adjustment of the contract amount is invalid, since the provision of this case is an unfair disadvantage against the plaintiffs and at the same time it excludes or limits the plaintiffs' right to request the adjustment of contract amount without reasonable grounds.

However, Article 6 (1) of the Act on the Regulation of Terms and Conditions provides that "any standardized contract which has lost fairness against the principle of trust and good faith shall be null and void." Article 6 (2) 1 of the same Act provides that "if a standardized contract provides for unreasonably unfavorable terms to a customer, the standardized contract shall be presumed to lose fairness." Article 11 (1) of the same Act provides that "any standardized contract provides for the exclusion or restriction of a customer's right of defense, offset, etc. without good cause among the standardized contract terms and conditions concerning the customer's rights and interests, shall be null and void." However, on April 16, 2007, which is the time of the conclusion of the contract in this case, it was impossible to expect an increase in exchange rates due to the global financial crisis that occurred in April 16, 2007, which occurred after the conclusion of the contract in this case, it is not easy for all parties to whom exchange rates will proceed after the conclusion of the contract in this case. Accordingly, in the event of decline, the plaintiffs's right to refund profits can not be justified.

B. Whether Article 19 of the State Contracts Act is null and void

The plaintiffs asserted that the provision of this case violates Article 19 of the State Contracts Act and Article 64 (1) 2 and 7 of the Enforcement Decree of the same Act, which provides for the contract price adjustment due to price fluctuation, and thus null and void, and that the plaintiffs are entitled to demand the defendant to adjust the contract price pursuant to the above provision.

Article 19 of the State Contracts Act provides that "the head of each central government agency or the public official in charge of contracts shall adjust the contract amount under the conditions as prescribed by the Presidential Decree if it is necessary to adjust the contract amount due to price fluctuations following the conclusion of the contract for construction, manufacture, service, or any other contract that imposes a burden on the National Treasury." Article 64 (1) 2 of the Enforcement Decree of the State Contracts Act provides that "the head of each central government agency or the public official in charge of contracts shall adjust the contract amount under the conditions as prescribed by Ordinance of the Ministry of Strategy and Finance, if the index adjustment rate calculated on the base date exceeds 3/100, at the same time after the lapse of 90 days from the date of the contract that becomes a burden on the National Treasury under Article 19 of the Act, and the above provision provides that "The head of each central government agency or the public official in charge of contracts shall adjust the contract amount if the requirements for the adjustment of contract amount under paragraph (1) are met due to price fluctuation, design modification, or any other modification to the terms of the contract." However, the above provision provides that does not provide for the contract amount adjustment.

C. Whether Article 3(3) of the General Conditions of the Construction Contract is invalid

Article 3(3) of the General Conditions of the Construction Contract provides that “If there is any provision unreasonably restricting the contractual interests of the contractor under the accounting rules, construction-related Acts and subordinate statutes, and this condition, the content of the special condition shall not be recognized.” However, the above provision does not unreasonably limit the interests of the plaintiffs and does not recognize the right to request the adjustment of the contract amount to the plaintiffs, as seen in paragraph (2) above, since the provision of this case is in violation of Article 3(3) of the General Conditions of the Construction Contract, and thus, Article 3(3) of the General Conditions of the Construction Contract is invalid.” However, the above assertion by the plaintiffs is without merit.

D. Whether the instant provision cannot be asserted as the content of the contract in violation of the duty to explain

1) The plaintiffs asserted that since the defendants did not explain the provisions of this case, which are important contents of the terms and conditions at the time of entering into the contract of this case, the above provisions cannot be asserted as the contents of the contract pursuant to Article 3 (4) of the Act on the Regulation of Terms

2) Where a business operator enters into a contract with a customer using a standardized contract, he/she shall provide the customer with an opportunity to know the contents of the standardized contract by clearly stipulating the contents of the standardized contract in a generally expected manner (Article 3(2) of the Act on the Regulation of Terms and Conditions), and explain the important contents of the standardized contract so that the customer can understand them (Article 3(3) of the same Act). Here, "important contents" refers to matters directly affecting the customer in determining whether or not to enter into the contract in light of social norms, and what constitutes an important contents of the standardized contract, and shall not be uniformly determined in light of individual circumstances in specific cases (see, e.g., Supreme Court Order 2007Ma1328, Dec. 16, 2008). Further, even if the important contents of the standardized contract subject to the duty to explain and explain under Article 3 of the Act are sufficiently known to the customer or his/her agents in transactions, are common and common in transactions, so it cannot be acknowledged that the business operator has an obligation to explain and explain.

3) As examined above, since the provision of this case is not unfavorable to the plaintiffs who are parties to the contract, and the right to request the adjustment of the contract amount is not granted to the plaintiffs pursuant to the State Contracts Act, it is insufficient to recognize that the above provision is an important content subject to the duty to explain pursuant to the Act on the Regulation of Terms and Conditions, just because the plaintiffs bear exchange loss due to rapid increase in exchange rates, and there is no other evidence to regard the above provision as an element subject to the duty to explain to the defendant. Thus, the plaintiffs' assertion does not have any reasons without further review ( even if the above provision constitutes a matter for which the duty to explain is acknowledged to the defendant, even if the above provision constitutes a matter for which the duty to explain is acknowledged to the defendant, the defendant did not know the facts of Gap evidence 16-2 and the non-party witness's testimony at the time of signing the contract of this case, a thorough examination of the facts that the plaintiff's request for the adjustment of the contract amount was made to seven participating companies including the plaintiff Gyeongnam company, etc. at the time of this case, and there were no reasons to recognize the plaintiffs's tender report or tender report.

E. Whether the contract price adjustment should be made due to changes in circumstances under the principle of good faith

The Plaintiffs asserted that the contract amount of this case should be adjusted in accordance with the principle of good faith, inasmuch as they suffered exchange loss in approximately KRW 13.1 billion due to abnormal exchange rate increase due to the global financial crisis since the conclusion of the contract of this case in 2008.

However, according to the following facts: (a) the instant provision was included in the terms and conditions of the instant construction contract (II) concluded by the Plaintiffs; (b) the Plaintiffs purchased free-of-the-counter 2 from SEMNS and S. M. N., which are foreign companies meeting the above contractual requirements; and (c) the overall purport of pleadings was reflected in the statement Nos. 5, 9, 11, and 12 (including the number number) of 7.10%; and (d) there was no difference in the exchange rate of KRW 27.9% from April 16, 2007 to August 29, 2008; and (e) there was no difference in the price of KRW 16.1 billion from 0.16% from 0.16% from 208 to 10.27% from 16.27% from 206% from 207.27% from 207.27% from 207.27% from 27.27% from 27.207.20

4. Conclusion

Therefore, the plaintiffs' claims of this case are dismissed as it is without merit. It is so decided as per Disposition.

Judges Kim Hong-han (Presiding Judge)

Note 1) is a monetary unit of Sweden.

Note 2) Japan’s monetary unit.

(2) The name of the Korea Land and Housing Corporation and the Korea Land and Housing Corporation indicated in the registry and other public books shall be deemed the name of the Korea Land and Housing Corporation.