2. B

3. C.

4. Business of transferring a stock company;

Mypho Ba Co., Ltd.

2. The plaintiffs' appeals are all dismissed.

3. The costs of the lawsuit are assessed against the Plaintiffs.

1. Regarding the plaintiffs' grounds of appeal

A. As to whether a contract is concluded for a third party

The lower court determined that, on April 23, 2009 between the Defendant and Treatment Securities Co., Ltd. (hereinafter “Treatment Securities”) (hereinafter “instant contract”) stipulated that “the validity of the provisions on the powers and duties of the trustee companies under this contract and the effect of the exercise of powers and performance by the trustee companies and the performance of obligations by the trustee companies shall affect the bondholders.” Thus, it is sufficient to regard the provision on the loss of term interest under this contract as a third party’s behalf, and that the bondholder may invoke the provision on the loss of term interest by declaration of intent of profit in accordance with the legal principles on the contract for the third party.

Examining the record in light of the relevant legal principles, the above determination by the lower court is justifiable, and contrary to what is alleged in the grounds of appeal, the lower court did not err by misapprehending the legal doctrine on the contract for a third party, or by failing

B. With respect to the nature of the provision on the loss of time limit, the special agreement on the loss of time limit may be classified into two parts: (a) the special agreement on the loss of time limit, i.e., the loss of time limit, which naturally loses the benefit of time without requiring the obligee’s claim if certain grounds arise; and (b) the special agreement on the loss of time limit may be classified into two parts: (c) the occurrence of the obligee’s intent, such as the obligee’s notice or claim, after certain grounds arise; and (d) whether the special agreement on the loss of time limit falls under any one of the above two parts; however, in light of the fact that the special agreement on the loss of time limit limit limit limit limit limit is made for the obligee, it is reasonable to presume it as the special agreement on the loss of time limit limit limit limit limit limit under the formation of time limit under the condition of suspension, unless there are any special circumstances to deem it as the special agreement on the loss of time limit under the condition of

The lower court determined that the provision on the loss of term interest under Article 3-1(1) of the instant contract constitutes a ground for the loss of term interest under Article 3-1(1) of the former Commercial Act (amended by Act No. 10600, Apr. 14, 201) by comprehensively taking into account the following: (a) Article 3-1(1) of the instant contract does not stipulate that where a ground for the loss of term interest arises without a bondholder’s notice or claim; and (b) Article 3-1 of the instant contract provides for the grounds for the loss of term without a bondholder’s notice or claim; and (c) Article 3-1 of the instant contract separates Article 3-1(1) and (2) provides for the declaration of the loss of term interest by giving written notice to the Defendant according to a resolution of a meeting of bondholders; and (d) Article 2-1(1) provides for the loss of term interest under Article 3-1(1) of the instant contract in cases of failure to pay interest, etc., different from the foregoing.

According to the above legal principles and records, the above determination by the court below is just, and there is no error in the misapprehension of the legal principles as to the nature of the provision on the loss of time limits, contrary to what is alleged in the grounds of appeal.

In principle, the lower court determined that the payment of the maturity revenue (e.g., the maturity interest) to guarantee the profits exceeding the face value of the bonds with a view to ensuring that the maturity maturity comes due, and that the payment of the principal of the bonds held until the maturity date under Articles 1-2(7) and 1-2(9)2 of the contract of this case shall be made. Article 31(4) of the contract of this case provides that the payment of a certain percentage of maturity revenue shall be made to the principal of the bonds held until the maturity date, and that the payment of the principal amount and the interest accrued until the date when the maturity is lost due to the loss of the principal due to the loss of the term interest under the contract of this case shall be limited to the “amount due to the loss of the principal and the interest due to the loss of the term interest under the contract of this case, which shall not be included in the amount due to the loss of the term interest under the contract of this case. Examining the record

D. As to the transfer of interest bonds that reach the due date prior to the acquisition of the bonds

The lower court determined that the Defendant did not have an obligation to pay the unpaid interest from the interest accrued until the date of loss of the due date, on the ground that the interest on the bonds with preemptive rights issued under the contract of this case (hereinafter “bonds of this case”) was fully paid to the bondholders at the time of the due date notwithstanding the Defendant’s loss of the due date. Examining the records in light of the relevant legal principles, the lower court’s aforementioned determination is justifiable, and contrary to what is alleged in the grounds of appeal, there were no errors by misapprehending the legal doctrine on the transfer

E. Examining the record in light of the relevant legal principles as to the overdue interest rate, the lower court is justifiable to have determined that the calculation of overdue interest rate on the principal of the bonds should be based on the above interest rate since the overdue interest rate pursuant to Article 1-2(12) of the instant contract was 21% per annum at the time of the Plaintiffs’ acquisition of the bonds of this case. In so doing, contrary to what is alleged in the grounds of

2. As to the Defendant’s ground of appeal

A. As to whether the plaintiffs are debenture holders

The court below held that the plaintiffs acquired the bonds of this case in the investors' account book, since it stated that the plaintiffs are the holders of the bonds of this case. The above judgment of the court below is just, and contrary to the allegations in the grounds of appeal, it did not err by misapprehending the legal principles as to the bondholder of the bonds deposited and registered under the Capital Markets Act and the Registration of Bonds and Debentures Act, as otherwise alleged in the grounds of appeal. The court below did not err by misapprehending the legal principles as to the bondholder of the bonds deposited and registered under the Financial Investment Services and Capital Markets Act.

B. Examining the record in light of the relevant legal principles as to the recovery of the benefit accrued, the court below is just in holding that the treatment securities cannot be deemed to have recovered the benefit accrued to the defendant merely because the treatment securities did not take follow-up measures after losing the defendant's benefit accrued. In so doing, contrary to the allegations in the grounds of appeal, the court below did not err by misapprehending the legal principles on the recovery of benefit accrued from the deadline or by failing

The lower court determined that, as the instant bonds are deposited and registered in the name of the Korea Securities Depository without the issuance of real bonds under the Capital Markets Act and the Registration of Bonds and Debentures Act, the Plaintiffs are deemed to possess securities, etc. in accordance with the entry of an investor’s account book, and are presumed to have co-ownership shares in the securities, etc. indicated therein, the Plaintiffs may be held liable for delay of the Defendant’s obligation to pay the principal of the instant bonds from the time when they acquired each of the instant bonds as the bondholder of the instant bonds, by using the effect of notification of loss of due interest to the Defendant

Examining the record in light of the relevant legal principles, the above determination by the court below is just, and contrary to the allegations in the grounds of appeal, the court below did not err by misapprehending the legal principles on the time of

D. As to the violation of the good faith principle

The lower court determined that the Plaintiffs’ filing of the instant lawsuit is against the principle of invalidation or cannot be deemed to constitute a violation of the good faith or an abuse of rights, since the Plaintiffs acquired the instant bonds for the purpose of filing the instant lawsuit, and it cannot be readily concluded that the Plaintiffs expressed their intent not to discuss the grounds for losing the interest of the instant bonds on the ground that the Plaintiffs received the interest of the instant bonds.

Examining the record in light of the relevant legal principles, the above determination by the lower court is justifiable, and contrary to what is alleged in the grounds of appeal, the lower court did not err by misapprehending the legal doctrine

E. As to the calculation of the payment amount

(1) The court below rejected the defendant's assertion that the overdue interest rate under the contract of this case should be 17% per annum, adding the highest interest rate to 7% per annum out of the overdue interest rate, on the ground that Article 1-2 (12) of the contract of this case only provides that "the highest interest rate out of the overdue interest rate" is the overdue interest rate, and it is difficult to view that the overdue interest rate can be calculated by combining only the overdue interest rate with the interest rate of the bonds of this case by removing only the overdue interest rate. In light of the relevant legal principles, the court below's above determination is just, and contrary to the allegations in the grounds of appeal, the court below did not err in failing to exhaust all necessary deliberations.

(2) As long as the obligor is missing from the delay of performance, if the obligor’s provision of performance is to complete performance to complete the delay of performance, then if the obligor is obligated to pay the principal and interest for delay, the obligor shall provide performance for the total sum of the principal and interest for delay (see, e.g., Supreme Court Decision 2003Da22042, Aug. 19, 2005).

The lower court rejected the Defendant’s assertion that there was no damages for delay from the time of the notification, on March 28, 2012, on the ground that the Defendant’s notification given to the Plaintiffs on March 28, 2012 was merely an expression of the Defendant’s intent to pay not only the principal of the bond but also the damages for delay, and it did not provide complete performance that would terminate

Examining the records in light of the above legal principles, the above determination by the court below is just, and there is no error of incomplete deliberation as alleged in the grounds of appeal.

(3) The court below held that the amount for which the plaintiffs can additionally claim against the defendant due to the defendant's loss of the defendant's term interest is the amount calculated by deducting the principal and interest of the bonds of this case already paid to the plaintiffs from the principal of the bonds of this case and damages for delay from the acquisition date of each acquisition date of the bonds of this case, and that the defendant is liable to pay to the plaintiff A 3,255,479 won, 13,563,669 won, 13,374, 139 won to the plaintiff C, 20,457,911 won, and damages for delay at the rate of 21% per annum from May 12, 2012 to the date of complete payment.

However, we cannot accept the above decision of the court below for the following reasons.

As seen earlier, the Defendant’s loss of the benefit of time does not include the amount of maturity revenue that the Defendant shall pay to the Plaintiffs. According to the reasoning of the lower judgment and the record, the amount that the Plaintiffs may receive from the Defendant based on the Plaintiffs’ assertion of the effect of loss of time limit is as follows: (a) KRW 105,005,479; (b) KRW 52,313,69; (c) KRW 124,124,139; and (d) KRW 1,139,707,911; (b) on May 11, 2012, the Defendant paid to the Plaintiffs the Plaintiff as debt repayment under the instant contract, such as the principal, interest, and maturity income; and (c) on May 11, 2012, the fact that the Defendant paid KRW 112,09,60; and (d) KRW 560,483,000; and (c) KRW 12,096,360,36,2636

In light of these facts, it is apparent that as of May 11, 2012, the amount that the defendant should pay to the plaintiffs is no longer remaining. Thus, the defendant's debt to the plaintiffs is all repaid.

Nevertheless, the lower court determined that the Defendant still remains due to the Defendant’s exclusion of the maturity revenue paid by the Defendant from the Defendant’s repayment amount to the Plaintiffs and the Defendant’s failure to deduct the amount that the Defendant would have to pay to the Plaintiffs from the amount that the Defendant would have to pay to the Plaintiffs. In so determining, the lower court erred by misapprehending the legal doctrine on repayment, thereby adversely affecting the conclusion of the judgment.

3. Conclusion

Therefore, the part of the judgment of the court below against the defendant is reversed. Since this part of the judgment of the court below is sufficient to be directly tried by this court, it is decided to render a self-determination pursuant to Article 437 of the Civil Procedure Act. Among them, all appeals by the above plaintiffs are dismissed, and with respect to the part cited in the judgment of the court of the court of the first instance as to the part cited in the judgment of the court of the first instance, the part of the judgment of the court of the first instance is revoked, and the corresponding part of the judgment of the court of the first instance is dismissed,

In addition, all appeals by the plaintiffs are dismissed, and the total cost of lawsuit is borne by the plaintiffs. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Min Il-young

Justices Kim Jae-han

Chief Justice Kim Jong-il