[2] Method of interpreting a disposal document

[3] In a case where a transferee of business who does not continue to use the transferor's trade name notifies the transferor's obligee of his/her intent to assume an obligation, whether the transferor bears the responsibility for the repayment of obligation (affirmative

[4] The case holding that in case where a person who completed an invention on the manufacturing method of PTMA (PTEA : PTMA : PTMA : a intermediate material of "PTEG", which is an intermediate material of "PTMG", while working as an executive of the Company A, agreed to transfer the right to obtain a patent for the invention to the Company B at impliedly, and later, the company was liable for the acquisition of the transfer price, but the company was not liable for the payment of the transfer price, in the case where the company C, which was merged with the Company B, agreed to transfer the business including all substantial assets and liabilities used in operating the PTPPG business, and agreed to the above inventor's compensation request continuously and agreed on several occasions after giving reply to the purchaser's claim, the company is not liable for the acquisition of the transfer price under the Commercial Act, but is not liable for the payment of the transfer price.

[5] The method of calculating the employee's invention compensation to be paid to the employee when the employee's invention is transferred to a third party

[2] Where a contract is prepared in writing as a disposal document between the parties, if the objective meaning of the text is clear, barring special circumstances, the existence of the expression of intent and its content should be recognized. In particular, in a case where the interpretation different from the objective meaning of the text causes a serious impact on the legal relations between the parties, the more strict interpretation of the text shall be made.

[3] The legal principles of Article 44 of the Commercial Act, which recognizes the responsibility for repayment, are not limited to cases where the transferee expresses his/her intent to accept the transferor's obligation by the advertisement, and also applied to cases where the transferor expresses his/her intent to notify the transferor's creditor individually, and the above obligation repayment liability arises in relation to the creditor.

[4] The case holding that where a person who completed an invention on the method of manufacturing "PTEA" (PTEA : PTEG) which is an intermediate material of "PTMG" while working as an executive of Gap company, entered into a contract with Byung company to obtain compensation for the above invention, and confirmed that the inventor's claim for compensation was within the effective period of the claim, and did not respond to the claim, and the inventor's obligation to obtain compensation for the invention was not included in the agreement to the effect that it would have been paid once after the expiry of the contract, on the ground that it constitutes an implied transfer of the right to obtain a patent on the invention to Eul, and later agreed with Byung company's merger with Byung company to receive the transfer of business including all assets and liabilities used in operating PTPPG business, and the above inventor company did not have an obligation to obtain compensation for the invention within the effective period of the claim.

[5] After an employer transfers an employee’s invention to a third party, there is no benefit from the invention, as well as the profit derived from the employee’s performance of the employee’s invention depends on the transferee’s flexible situation and thus, it is unreasonable to consider the transferee’s profit in calculating the amount of compensation for the employee’s invention that the employer should pay. Thus, barring any special circumstance, in cases where the employer transfers the employee’s invention, it is necessary to calculate the compensation for the employee’s invention that the transferor and the employer should pay to the employee, taking into account only the profit accrued until the transfer date

1. As to the assertion that the amount equivalent to the employee’s invention compensation cannot be viewed as the transfer price

The interpretation of a juristic act is clearly confirming the objective meaning that the parties have given to the act of expression. In the event that the objective meaning is not clearly revealed, it shall be reasonably interpreted in accordance with logical and empirical rules, common sense of society and transaction norms so that the parties can comply with the ideology of social justice and equity by comprehensively examining the motive and background leading up to the juristic act, the purpose and genuine intent to be achieved by the juristic act, the transaction practices, etc. (see Supreme Court Decision 2005Da68950, Apr. 13, 2007, etc.).

We examine in light of the above legal principles and records.

According to the reasoning of the judgment of the court below, the plaintiff, at around 1995, worked as executive director of the New Construction Co., Ltd. (hereinafter referred to as the "New Construction"), activated the elderly in the Republic of Korea through mountain treatment or chlorate treatment, etc., and completed the invention (hereinafter referred to as the "PETEA") of the manufacturing method of the polytetrathe Emphene (hereinafter referred to as the "PTMG"), which is an intermediate material of polytetrathe Emphene (hereinafter referred to as the "PTMMG"), using promotions and the promotions obtained by stephe and its promotions, and subsequently, acquired a new patent right (hereinafter referred to as the "patent construction") for the invention of this case on June 2, 1995, the patent application date of the invention of this case.

However, it is very rare to agree to transfer the right without any consideration. Thus, the meaning of the transfer agreement should not be interpreted as such unless there are any special circumstances or reasonable reasons to believe that the Plaintiff transferred the right to obtain a patent for the invention of this case, which the Plaintiff anticipated to gain a big economic benefit in the future commercialization, and according to the reasoning of the judgment below, it is reasonable to view that the Plaintiff renounced the right to obtain a patent while transferring the right to obtain a patent for the invention of this case, which was anticipated to obtain a new commercialization in the future, from the regular course of new construction to August 2000, and retired from the new transfer of the right to receive the transfer price (hereinafter referred to as “transfer price”) since the Plaintiff transferred the right to obtain a patent from the new owner of the right to obtain a patent after transferring the right of this case to the new owner of the right, and there is no reasonable ground to believe that the Plaintiff transferred the right to receive the transfer price from the transferee at the time of transfer to the new owner of the right of this case (hereinafter referred to as “transfer price”).

Furthermore, the following circumstances revealed by the record, i.e., (i) it was difficult to objectively calculate the transfer price of the instant right because the patent registration was not yet made at the time of the transfer of the instant right, and commercialization was not carried out by the implementation of the instant right. Accordingly, the parties to the transfer appears to have required objective and reasonable criteria to compute the transfer price in addition to the objective value of the instant right. (ii) On January 3005, the Plaintiff sought compensation for the instant invention under the premise that the instant invention is an employee’s invention, and consulted with the Defendant on the premise that it would have been an employee’s invention, and on March 30, 2005, the Plaintiff would have been able to receive compensation for the instant invention at least the amount equivalent to the transfer price of the instant employee’s invention under the premise that the Plaintiff would have been able to receive compensation for the instant invention under the terms of free trade agreement with the Plaintiff, including the content that the Plaintiff would have no right to receive compensation for the instant invention under the terms of transfer of the Plaintiff’s new employee’s invention.

Therefore, although the court below's reasoning on this part is somewhat insufficient or inappropriate, it is legitimate to conclude that "the amount equivalent to compensation for employee's invention computed by assuming the invention as an employee's invention" is the transfer proceeds. Therefore, the court below did not err by affecting the conclusion of the judgment.

2. As to the Defendant’s assertion that he did not succeed to the obligation of transfer proceeds of this case

A. As to the assertion that he did not accept the obligation due to the transfer of business

Where a contractual party prepares in writing a certain content of a contract as a disposal document, if the objective meaning of the text is clear, barring special circumstances, the existence and content of the declaration of intent shall be recognized as well. In particular, in cases where a significant impact on the legal relationship between the parties is caused by interpreting differently from the objective meaning of the text, the contents of the text shall be more strict (see Supreme Court Decision 2008Da46531, Nov. 13, 2008, etc.).

In light of the above legal principles and the records, Article 2.3 of the Business Transfer Agreement, which is a disposal document, lists the scope of obligation for acceptance, but does not include the obligation for the transfer price of this case, and Article 2.4 provides that “Except as listed in Article 2.3, the Defendant does not accept any obligation or obligation of any seller arising from the business operation before the closing date, and does not assume any liability therefor.” Thus, deeming that the obligation for the transfer price of this case is not included in the object for acceptance is an interpretation consistent with the objective meaning of the text of the Business Transfer Agreement. Furthermore, the obligation for the transfer price of this case cannot be deemed as an obligation of the nature incidental to the transfer of patent right to the invention of this case, and each circumstance in the holding of the court below cannot be deemed as a special circumstance that can be deemed as including the obligation for the transfer price of this case in the subject matter of acquisition unlike the objective meaning of the above text of the Business Transfer Agreement, and thus, it shall be deemed that the obligation for the transfer price

Therefore, the court below erred by misapprehending the legal principles as to the interpretation of the disposal document. However, as seen in the ground of appeal on the ground of appeal No. 2.b. below, the defendant is liable to pay the Plaintiff the instant transfer price as the transferee who advertised the assumption of obligation under Article 44 of the Commercial Act, and thus, the court below's conclusion that the defendant is liable to pay the Plaintiff the instant transfer price is justified. Thus, the court below's judgment that the defendant is liable to pay the instant transfer price to the Plaintiff is not erroneous, which affected the conclusion of the judgment.

B. As to the assertion that the defendant is not liable as the transferee who advertised the assumption of obligation under Article 44 of the Commercial Act

The legal principle of Article 44 of the Commercial Act, which recognizes the responsibility for repayment, does not apply to cases where the transferee expresses his/her intent to accept the transferor's obligation by the advertisement, and also applies to cases where the transferor's creditor is indicated by the method of individually notifying the transferor's creditor, and the above obligation repayment liability arises in relation to the creditor (see Supreme Court Decision 2007Da89722, Apr. 11, 2008, etc.).

In light of the above legal principles and the records, the defendant sent the plaintiff's reply on May 24, 2005 and June 7, 2005 that "the plaintiff shall confirm that the claim was made within the effective period of the claim, and shall continue to consult with the plaintiff after the expiration of the effective period of the claim," and held consultation on the amount of compensation to be paid over several occasions between the plaintiff. It constitutes an agreement with the plaintiff on the amount of compensation to be paid over several times between the plaintiff. This constitutes an act of expressing the plaintiff that the defendant acquired the obligation of this case from emulation, the transferor, and therefore, the defendant is liable to pay the plaintiff's obligation as a transferee who advertised the debt acquisition of Article 44 of the Commercial Act.

The judgment below to the same purport is just and acceptable.

The court below did not err in the misapprehension of legal principles as to Article 44 of the Commercial Act, as asserted in the ground of appeal on this part.

3. As to the assertion that the transfer price of this case should not be calculated on the basis of the profits that the defendant obtained or would obtain

After an employer transfers an employee’s invention to a third party, there is no benefit from the invention. Moreover, it is unreasonable to take into account the calculation of the employee’s compensation to be paid to the transferee up to the transferee’s benefit as the benefits derived from the employee’s practice are determined depending on the transferee’s contingency. As such, barring any special circumstance, in cases where the employer transfers the employee’s invention, it is necessary to calculate the amount of compensation for the employee’s invention to be paid to the employee by the transferor, taking into account only the benefits the transferor acquired, including the transfer proceeds, until

In light of the above legal principles, if the invention of this case is transferred to a third party, the content of the agreement between the Plaintiff and the new Twitter to pay “the amount equivalent to the compensation for employee’s invention computed by assuming the invention as an employee’s invention” as the transfer price shall be calculated by taking into account only the profit amount that the new Twitter would obtain, barring any special circumstances, and it shall not be determined by taking into account the profit amount that the transferee would obtain.

Therefore, barring any special circumstance, such as the existence of a separate agreement between the Plaintiff and the Defendant to calculate the compensation for the invention of this case based on the profits that the Defendant would obtain, the Defendant is solely responsible for paying the Plaintiff the payment of the purchase price of this case to the Plaintiff in the new Tittyp site pursuant to Article 44 of the Commercial Act, and the Defendant is obligated to pay the Plaintiff the amount equivalent to the employee’s invention compensation computed by taking into account only the profits accrued from the invention of this case where the new Tittyp and the merger thereof are

Nevertheless, the court below calculated the amount of transfer price of this case to be paid by the defendant to the plaintiff by taking account of the profit accrued or profit accrued to the defendant who is the transferee of the invention of this case. It erred by misapprehending the legal principles on the calculation of transfer price of this case.

The ground of appeal pointing this out is with merit.

4. Conclusion

Therefore, without examining the remaining arguments in the grounds of appeal, the part against the defendant among the judgment below is reversed, and this part of the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yang Chang-soo (Presiding Justice)