A. As to the third ground for appeal

Considering the contents and form of the instant business agreement and the written undertaking of completion guarantee, the court below held that, in principle, the Defendant shall be held liable for breach of the obligation to complete the construction in the event that the instant construction was not completed due to its own fault, but the Defendant shall be held liable for breach of the obligation to complete the construction, even if there was no reason attributable to the failure to complete the construction in the event of the reasons listed in the instant undertaking, and on the premise that the Defendant shall be held liable for breach of the obligation to complete the construction, unlike the “design modification due to a defect in the project site” in the instant undertaking of completion guarantee, the “where the construction period is extended due to a change in the design for the convenience of the exercise, such as the alteration of the building site,” is not listed as a reason for the Defendant to complete the construction by the scheduled completion date, even if there was no reason attributable to the Defendant, as in the instant case, even if the construction was not completed by the scheduled completion date.

In light of the relevant legal principles and records, the above determination by the court below is just and acceptable. Contrary to the allegations in the grounds of appeal, there were no errors by misapprehending the legal principles on the interpretation of legal acts or by exceeding the bounds of the principle of free evaluation of

B. Ground of appeal No. 1

(1) The reasoning of the lower judgment reveals the following facts.

(A) Jeju Special Self-Governing Province (location omitted) newly constructed, sold, and sold a hotel or condominium (hereinafter “instant facility”) in Seopo-si, Jeju Special Self-Governing Province (hereinafter “instant site”) with a total of 12 financial institutions including the Plaintiffs (hereinafter “Large-si”) and a loan agreement was concluded with Jeju International Convention Center and Liberes Development Project (hereinafter “instant project”).

(B) On June 22, 2007, AD, a lender, the defendant, and a financial adviser corporation, etc. entered into the instant business agreement with the content of the basic agreement that has the nature of the basic agreement to determine the status of the parties to the instant business. In Article 5(2)(liability) of the lower judgment, the Defendant promised to complete all construction works for the instant business within 28 months from the date of commencement by fulfilling the duty of care generally accepted in the construction business sector.

(C) The lender and the lender, etc. concluded a loan agreement with the same contents as the attached Table 2 of the judgment below on the same day (hereinafter “the instant loan agreement”). If the lender executes the loan within the limit of KRW 180 billion, he/she may repay the existing loan borrowed for the purchase, etc. of the instant project site and use KRW 98.21 billion as the construction cost, and he/she may use the loan interest at KRW 5.3.28 billion as the construction cost, including the loan interest, and the cost of construction, and the remainder of the construction cost, such as the cost of construction of model river, design and supervision, etc., if the instant facility is completed, the hotel shall be sold to a third party and the condominium shall be sold to redeem the loan with the proceeds from sale and the proceeds from the completion of the instant construction agreement by the third party. The Defendant shall not be obliged to obtain any additional construction completion agreement from the competent authority until the scheduled completion date of the construction contract or the cost of the instant construction project, even if it is found that it is necessary for the Defendant’s construction work completion of the instant construction site or the construction work.

(D) On June 25, 2007, the Defendant contracted the instant construction from ASEAN to October 30, 2009 for a construction period from June 29, 2007 to October 30, 2009, and began construction from June 29, 2007, and did not complete construction until October 30, 2009. The construction was suspended around January 201, 200, when the construction rate reaches approximately 49.5%.

(E) Meanwhile, on January 6, 2010, the Defendant was selected as an enterprise showing signs of insolvency pursuant to the Corporate Restructuring Promotion Act and the creditor financial institutions’ joint management procedures began.

(2) Article 2 Subparag. 6 of the Corporate Restructuring Promotion Act provides that "the term "credit extension" means a transaction that falls under any of the following items and is determined by the Financial Services Commission" and each item of the following items includes loans [(a)], purchase of bills and bonds [b], facility leasing [c], payment guarantee [d], payment of substitute payments resulting from payment guarantee [d], transactions that may cause financial losses to a financial institution when the other party becomes insolvent [d], transactions that may cause losses to a financial institution when the other party becomes insolvent [d], (a) through (f) directly by the financial institution [g)], and the main sentence of Article 2 Subparag. 6 of the Act provides that "the credit extension under Article 2 Subparag. 6 of the Act (hereinafter referred to as the "Supervision Regulations") shall be subject to a claim for payment guarantee and redemption against all other claims, etc.".

Meanwhile, the obligation under the instant liability completion agreement that the lender, including the plaintiffs, promises the lender to complete the instant loan to the lender as the contractor with credit and financial capacity until the scheduled completion date in the instant loan. However, if the risk of the completion of the construction is realized due to the violation of the obligation to complete the construction, it is general to directly recover the amount equivalent to the principal and interest of the loan within the scope of the obligation by having the contractor compensates for the damages suffered by the financial institution for the violation of the obligation to complete the construction, rather than recovering the principal and interest of the completed property from the physical collateral by forcing the financial institution to perform the obligation to complete the construction, and by having the contractor compensate for the damages incurred by the violation of the obligation to perform the obligation to complete the construction. Considering the specificity of such obligation completion agreement and the fact that the instant liability completion agreement used the phrase “the obligation to guarantee the completion of the construction” in the instant contract, at least in the event the defendant violates the agreement, it is reasonable to deem that the instant liability agreement has been concluded by taking into account the function or economic substance of the loan obligation as the lender.

In full view of the language and text of the regulations on the promotion of corporate restructuring and supervision, the function or economic substance of the instant contract for the completion of liability, awareness of the parties concerned with the instant agreement for the completion of liability, and the damages incurred to the lender including the Plaintiffs in the event of Ghana and the Defendant’s insolvency, in practice of the creditor financial institution’s joint management proceeding under the Promotion of Corporate Restructuring Act, if an enterprise showing signs of insolvency guarantees a third party’s loan to the enterprise with insolvency, it has been subject to the restructuring of claims by deeming the creditor financial institution’s right to claim the performance of the guaranteed obligation against the enterprise with insolvency as credit extension to the enterprise with insolvency, and the purpose of the corporate restructuring promotion, i.e., prompt and smooth promotion of corporate restructuring, it is reasonable to deem that the instant agreement for the completion of liability constitutes “transaction that may incur losses to the financial institution in the event of insolvency of the other party to the transaction” under Article 2 subparag. 6(f) of the Corporate Restructuring Promotion Act, and

Therefore, the court below is just in holding that the defendant's obligation to complete the liability or the plaintiffs' damage claim caused by the violation constituted "credit extension" under Article 2 subparagraph 6 of the Corporate Restructuring Promotion Act. There is no error in the misapprehension of legal principles as to the nature of the liability completion obligation and the meaning or scope of "credit extension" under the Corporate Restructuring Promotion Act

C. Regarding ground of appeal No. 2

(1) As long as the instant contract for the completion of liability constitutes “credit extension” under the Corporate Restructuring Promotion Act, the lower court’s determination that the Plaintiffs’ damage claim was extinguished by debt-equity swap is reasonable. In so doing, contrary to what is alleged in the grounds of appeal, the lower court did not err by misapprehending the legal doctrine on the requirements for application of the Corporate Restructuring Promotion Act and the interpretation and validity of the resolution by the Council

(2) The remaining grounds of appeal on this part are with respect to the lower court’s assumptive and additional judgment. As seen earlier, insofar as the lower court’s determination that the Plaintiffs’ damage claim was entirely extinguished due to the conversion of investment is justifiable, the legitimacy of the aforementioned assumptive and additional judgment does not affect the conclusion of the judgment, and thus, the remaining grounds of appeal on this part

2. We examine ex officio the defendant's appeal as to whether it is legitimate or not.

The final appeal is intended to seek revocation or alteration of a judgment disadvantageous to himself/herself, and the final appeal against the judgment in favor of him/her is not allowed in light of the nature of the appeal system. Whether a judgment unfavorable to an appellant ought to be determined in principle on the basis of the text of the judgment. If an appellant’s assertion was accepted and won, there is no benefit in appeal even if there is a complaint in the grounds for the judgment (see, e.g., Supreme Court Decision 2013Da54390, Apr. 10, 2014).

According to the records, even though the court below dismissed all the plaintiffs' claims against the defendant, it is evident that the defendant files an incidental appeal on the ground that it is unreasonable in its judgment. Therefore, the defendant's incidental appeal of this case is unlawful as it does not have any interest in

3. Conclusion

Therefore, all appeals are dismissed, and the costs of appeal are assessed against the plaintiffs, including those resulting from participation in the appeal. The costs of appeal are assessed against the defendant. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim So-young (Presiding Justice)