Daegu Dong-gu (hereinafter referred to as "gu Dong-gu")

2.

Daegu Dong-gu (hereinafter referred to as "gu Dong-gu")

[Judgment of the court below]

Yeongdeungpo-si (hereinafter referred to as Youngcheon-si omitted)

2.

Daegu Seo-gu (hereinafter referred to as "Tgu Seo-gu")

[Defendant-Appellant] Korea Law Firm Hann

Attorney Lee Jae-Gyeong

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

3. Paragraph 1 can be provisionally executed.

A. Conclusion of a real estate sales contract

1) On September 1, 201, Plaintiff 1 Co., Ltd. (hereinafter “Plaintiff Co., Ltd.”) purchased a factory to be newly built by Defendant Co., Ltd. (hereinafter “Defendant Co., Ltd.”) on the land of Daegu-gu (hereinafter “Defendant Co., Ltd.”) at KRW 1073m prior to the (number omitted), KRW 85m2 prior to the same (number omitted), and KRW 975,990,000 for the price, on the land of the same (number omitted). Plaintiff Co., Ltd. (hereinafter “Plaintiff Co., Ltd.”) purchased the ownership transfer registration for the land of this case and building Nos. 1 and 1 on January 10, 201. Plaintiff Co., Ltd. (hereinafter “Defendant Co., Ltd”) from Defendant Co., Ltd. (hereinafter “Defendant Co., Ltd.) at KRW 1073m22 prior to the (number omitted), KRW 893m20 prior to the said (number omitted), KRW 900,2090,2000.

3) On February 17, 2012, Plaintiff 2 purchased from the Defendant Company the price of KRW 726,00,000,000 for 1207 square meters in Daegu-dong, Daegu-dong (number omitted) Miscellaneous land (hereinafter “third land of this case”) from the Defendant Company, and completed the registration of ownership transfer on March 8, 2012. The sales contract of the land of this case contains the phrase “if the waste occurs when construction is constructed within the upper parcel number, the seller will be treated (not filing a civil or criminal objection).”

(b) Conclusion of a memorandum of Understanding;

1) On December 23, 2011, the Defendant Company drafted a memorandum of understanding to the following purport with respect to the sales contract for the land No. 1 and building No. 1 in this case with the Plaintiff Company:

(1) A defendant company shall complete construction works by January 10, 2012.

② The Defendant Company shall settle the provisional attachment of the instant land No. 1 until January 10, 2012. (3) Upon completion of the claim, the Defendant Company confirmed that the Plaintiff Company did not raise any civil or criminal objection against the entire land No. 1 (the date it verified that the waste disposal was completed at the commencement of construction works).

(4) If any waste is discovered at the site of additional construction works for the plaintiff company, the defendant company shall dispose of the waste at the expense of the defendant company.

2) Around December 2011, Defendant Company drafted a memorandum of understanding to the same effect as the above 1) with respect to the sales contract for the land No. 2 and the building No. 2 in this case, even between Plaintiff 2 and Plaintiff 2.

1) From July 11, 2013 to July 29, 2013 during the instant lawsuit, an appraisal was conducted to verify the kinds and quantities of wastes buried on each of the instant land.

2) From July 201 to November 201, the lower part of each of the instant land on which a building is constructed was calculated on the basis of the drilling result of the lower part of the land where the building was not constructed because it is impossible to add to the city, the volume of wastes was calculated. However, the Defendant Company disposed of wastes to the lower part of the instant building’s basic body volume (one meter deep) during the period from July 201 to November 201, and the amount equivalent thereto was calculated after deduction.

3) Each of the instant lands is subject to reclamation of construction wastes, mixed wastes, etc., and the quantity and disposal costs of wastes buried on each of the instant lands based on appraisal, as well as the costs of filling up are as follows.

A person shall be appointed.

[Reasons for Recognition] A without dispute, Gap evidence 3, Eul evidence 1, Eul evidence 3, Eul evidence 11, Eul evidence 11, witness Kim 00, the result of the appraiser's appraiser's appraiser's appraiser's appraiser's appraisal, the purport of the whole pleadings

2. Determination on this safety defense

A. The defendants' assertion

1) The Defendants asserted that the plaintiffs' lawsuit of this case is unlawful because they did not have any interest in the protection of rights, since they agreed to file a lawsuit with the defendant company regarding the wastes laid on each of the lands of this case upon the conclusion of each of the respective MOU in this case.

2) Since Defendant 2 is merely an internal director of the Defendant Company and is distinguishable from natural and legal persons, Defendant 2’s lawsuit against Defendant 2 is an unlawful lawsuit against a person without standing to be the Defendant.

B. Determination

1) The agreement to bring an action is a serious legal effect, such as waiver of a claim for a trial guaranteed under the Constitution, and is effective only as to a situation that may be anticipated at the time of the agreement. In the event that there is any disagreement on the validity or scope thereof, it shall be determined after a reasonable interpretation of the parties’ intent (see, e.g., Supreme Court Decision 2011Da80449, Nov. 28, 2013).

In full view of the facts as above, Eul evidence Nos. 5 and Eul evidence Nos. 8 (including additional numbers), Eul evidence Nos. 9, Eul evidence Nos. 9, and the purport of the entire pleadings at the testimony of Kim ○○, the text of each of the statement of implementation of the understanding of this case agreed not to raise any objection with respect to each of the lands Nos. 1 and 2 on the premise that the plaintiffs completed waste treatment. Paragraph 4 of this case separately requires the defendant company to dispose of them if a separate additional construction site was discovered. It appears that the plaintiffs confirmed that such wastes were disposed of on the land at the time of construction of each of the buildings of this case, and that the plaintiffs did not receive any compensation or compensation for waste treatment (the volume of the wastes remaining on the 1 and 2 buildings of this case is reasonable, and it is also difficult to view that there were additional agreements with respect to the construction of this case as to the construction of this case without any special circumstances.

The Defendants asserted that the content of Paragraph (4) of the MOU of this case applies to the case where the Plaintiff’s additional construction site was discovered, and that there was no additional construction or waste detection by the Plaintiffs, and that the Plaintiff’s claim for damages was in violation of each of the instant MOU. However, in light of the form and purpose of the construction of each of the instant buildings, it appears that the construction including ground construction, etc. was not necessary in addition to the construction for the construction of the said buildings in light of the form and purpose of the construction of each of the instant buildings, and that at the time of the preparation of each of the instant MOU, it appears that the Plaintiff and the Defendant did not have planned the construction of separate buildings other than the instant buildings, even at the time of the preparation of each of the instant MOU, it cannot be deemed that the said provision is premised on the Plaintiffs’ additional construction. In addition, in this case, in which the Plaintiffs sought damages equivalent to the disposal cost by themselves, or sought damages on the grounds of the Defendants’ tort, the Defendant Company, etc. did not have any obligation to first claim

Therefore, this part of the defendants' defense is without merit.

2) Next, in a performance suit, a person asserted as the performance obligor by the plaintiff has the standing to be the defendant, and the above defense by the defendant 2 is without merit.

3. Judgment on the merits

A. Whether the liability for damages occurred

1) In the process of contract negotiations or conclusion, in principle, parties to a contract shall freely determine and decide by themselves taking into account all the circumstances, and the opposing parties shall not have the duty to explain all the circumstances related to the contract. However, on the other hand, parties in the process of contract have the duty to protect the other party and to be faithful to each other. As such, the parties have the duty to explain the matters deemed significant in the decision-making of the other party under the principle of trust and good faith so that the other party may not be mistaken. A party shall be held liable even in cases where the other party makes a wrong

Furthermore, in light of the empirical rule of general transactions, where it is evident that the other party would not have been aware of the fact, such fact shall be deemed to be a content in which the duty of explanation or notification is recognized in light of the principle of good faith.

2) First, we examine the first and second lands of this case.

(A) The following circumstances may be acknowledged in full view of the basic facts and evidence Nos. 7, 9, 11, 12-3, 14, 14, 3, 8 Eul evidence No. 8 (including branch numbers), and the purport of the whole pleadings in the testimony of witnesses Kim 00, and contrary to the above circumstances, it is difficult to believe that part of the evidence No. 9 is written.

① The sales price for the land No. 1 and the building No. 1 in the instant case is KRW 975,990,000 (Provided, That the corresponding amount of the land No. 1 in the instant case is unknown), and the total disposal price for waste buried in the land No. 1 in the instant case is KRW 166,021,784. In addition, the sales price for the land No. 2 in the instant case is KRW 540,290,00, and the total disposal price for waste buried in the said land is KRW 90,635,179.

② Each of the above sales contracts was concluded by the Defendant Company with the content of constructing a building on each of the land and transferring the land and buildings together.

③ Around December 2010, Defendant Company purchased six parcels, including Daegu-dong, Daegu-dong, a land prior to the subdivision of each of the instant lands, from 00 Construction Co., Ltd. (hereinafter “○○ Construction”). around May 201, Defendant 2 became aware of the fact that wastes equivalent to the instant land were buried on the same date, and Defendant Company filed a lawsuit against ○○ Construction on the ground of such fact on the 26th of the same month. Around August 201, Defendant Company withdrawn the lawsuit with approximately KRW 1.2 billion paid compensation from ○○ Construction.

During the above process, Defendant 2 confirmed the quantity of wastes buried in the land by means of excavating with a 00 construction staff, etc. using a scke.

④ In the process of constructing each building of this case, the Defendant Company treated wastes only to the extent of one meter in depth corresponding to the physical part of the foundation work of each building among the land Nos. 1 and 2 of this case, and left the remainder of wastes as they are.

⑤ neither the employee of the Plaintiff Company nor the quantity of directly buried wastes in the construction process of each contract or each building by Plaintiff 2 cannot be measured. The Plaintiffs seem to have confirmed the part of the wastes or the waste disposal site as stated in the foregoing paragraph (1).

④ At the end of 2012, Defendant 2 anticipated the occurrence of the problem caused by the wastes buried on each of the instant lands during the investor’s settlement process with respect to the profits of the Defendant Company, and settled profits by deducting the agreed amount (50,000,000) from the attorney’s fees (30,000,000) from the Plaintiff Company at the time of filing a lawsuit.

(B) In light of the foregoing, first of all, a large amount of waste requiring the cost of disposal exceeding 10% of the purchase price of each of the instant lands is deemed as having a significant impact on the decision-making in light of the principle of trust and good faith.

In addition, although the Defendant Company agreed to dispose of the wastes at the construction site in addition to each of the instant construction sites in the MOU, it is reasonable to deem that the part of the waste found by the Defendant Company on the premise that all the wastes known by the Defendant Company were disposed of under the circumstances at the time of the preparation of the MOU as to the preparation of the MOU as well as the part of the waste to be responsible for the case where the Defendant Company was found. As seen above, even though Defendant 2 was found to have received high-amount compensation related thereto by confirming the quantity of wastes buried prior to the conclusion of each of the above contracts, the Defendant Company used the construction of each of the instant buildings, and used the construction of each of the instant buildings to treat all the wastes as they were as they were, concluding the above MOU as to the treatment of all the wastes, the conclusion of the MOU as mentioned above between the Plaintiffs and the other party

Furthermore, even if the above agreement between the defendant company and the plaintiffs can be a part of the terms of the contract, it is reasonable to view that the defendant company and the defendant 2 did not intend to perform the above agreement at the time of the preparation of the MOU, and therefore, even if the part is part of the terms of the contract, it can be recognized as tort, in light of the fact that the defendant 2 predicted the dispute and presented the agreed amount in advance, and that the defendant company and the defendant 2 dispute over the duty to perform without performing the disposal.

3) Next, we examine the third land of this case.

(A) Comprehensively taking account of the facts based on the facts and the purport of Gap evidence No. 5’s argument, the sales price for the land No. 3 of this case is KRW 726,00,000,00, and the total disposal price for the waste buried on the land of this case reaches KRW 172,706,957, and it can be acknowledged that the terms of the contract include the provision that the seller disposes of the waste when the construction was performed.

Furthermore, the fact that the Defendant Company received compensation from Dongbu Construction, the fact that Defendant 2 confirmed wastes in that process, the fact that the Defendant Company disposed of only part of the wastes buried in the third land of this case, and the fact that Defendant 2 deducted and settled the amount agreed upon with the Plaintiff Company and the attorney’s fees at the time of filing a lawsuit around the end of 2012 is as seen in subparagraph 2(a).

(B) In light of the above, although it appears that the status of the wastes buried in the third land of this case falls under the situation that the plaintiff 2 would not have made the transaction if he had known of the existence, in light of the quantity of the waste and the cost of disposal, the defendant 2, who was already aware of the existence, did not notify it to the plaintiff 2 in violation of the principle of trust and good faith. In addition, the fact that the contract of this case includes the content that the defendant company would dispose of the wastes in the above contract. However, in light of (a) the situation before and after the conclusion of the contract as mentioned in subparagraph (a) and the fact that the defendants did not perform the obligation to perform the contract of this case, it is reasonable to deem that the contract of the third land of this case had no intent to perform the above agreed matters, and therefore, it can be recognized as a tort.

4) Sub-committee

Therefore, Defendant 2 is liable to compensate the plaintiffs for damages caused by illegal acts in the process of concluding each contract of this case.

In addition, since Defendant 2, a representative of the defendant company, committed the above illegal acts in the course of executing the affairs of the defendant company, the defendant company is jointly and severally liable with Defendant 2 to compensate for such damages.

(b) Scope of damages;

1) Property damage due to a tort refers to the difference between the property damage caused by an illegal harmful act and the current property damage caused by the illegal act, i.e., the property damage that would have existed without the illegal act and the current property damage caused by the illegal act. However, in relation to the specific amount of damages, the scope of damage in proximate causal relation can be determined by comprehensively taking into account the relationship between the parties, the background leading up to the illegal act and the property damage caused by the illegal act, the nature of

2) In the instant case, the Defendants’ tort was committed by deceiving the Plaintiffs regarding the existence and disposal of wastes buried in each of the instant land, and the disposal of wastes should have been completed at the Defendant Company’s expense if the agreed matters were performed in a normal manner without deception. In determining the value of each of the instant land, the existence of wastes should be considered. In light of the fact that, if the Plaintiffs were to dispose of wastes in the course of the contract, they would have deducted the disposal cost and calculated the sales price, the total disposal cost of wastes buried in each of the instant land may be recognized as losses.

3) Therefore, the Defendants are jointly and severally liable to pay the Plaintiff Company 263,342,136 won (=90,635,179 won +172,706,957 won) and damages for delay at each rate of 20% per annum under the Civil Act from May 11, 2013 to September 23, 2013, the delivery date of the application for correction of the purport of the claim and the cause of the claim, as claimed by the Plaintiffs, for each of the above money, after the date of tort.

3. Conclusion

Therefore, the plaintiffs' claims shall be accepted for all reasons, and it is so decided as per Disposition.

Judges Lee Dong-ho

Judges Limited