[1] The method of determining who is a contracting party and the method of interpreting a juristic act in a case where there is a conflict of opinion on the interpretation of a juristic act between the parties and the interpretation of the parties.

[2] In a case where Gap et al., an artist Gap et al entered into an exclusive contract with the entertainment planner Eul et al., and contributed to the broadcasting company's programs, and Gap et al. requested the payment of the contribution fee against the broadcasting company, and the above broadcasting company deposited each contribution fee on the ground that "the plaintiff et al., Eul et al., and Eul, Eul et al., asserted the right to the contribution claim and it cannot be known who is the legitimate right holder," the case holding that the party to the agreement with the above broadcasting company is Gap et al.

[1] Generally, who is a party to a contract constitutes a matter of interpretation of the intent of the party involved in the contract. In the event of a conflict of opinion on the interpretation of a juristic act between the parties, the parties’ interpretation of the intent shall be reasonably interpreted in accordance with logical and empirical rules by comprehensively considering the contents of the juristic act, the motive and background of such juristic act, the purpose to be achieved by the

[2] In a case where Gap et al. entered into an exclusive agreement with a entertainment planner Eul et al. and contributed to the broadcasting company's programs, and Gap et al. requested the payment of a contribution fee against the broadcasting company, where the above broadcasting company entered into a mixed deposit of each contribution fee on the ground that "A et al., Eul company, Eul company, Eul company's bond assignee and creditors cannot be known who are claiming the right to the contribution claim," the case holding that in a case where there is no contribution contract in which the broadcasting company's deposit and there is no direct basis for the program contribution fee that Gap et al. claims the right to claim the right, the parties to the contribution contract should be determined by comprehensively considering the nature of the contribution contract, influence and degree of the contribution contract Gap et al., as an artist at the time of entering into the contribution contract, and the degree and degree of exclusive contribution contract with the entertainment planner and the parties' genuine intent to contribute the program directly to Gap et al., the broadcasting company Gap et al., as the other party to the contribution contract.

[1] Article 105 of the Civil Act / [2] Articles 105 and 487 of the Civil Act, Article 248 (1) of the Civil Execution Act

[1] Supreme Court Decision 2016Da238212 Decided January 25, 2018 (Gong2018Sang, 508)

Plaintiff 1 and one other (Attorney Choi Jong-soo, Counsel for the plaintiff-appellant)

K&P start-up Investment Co., Ltd. (former trade name: KSM Investment Co., Ltd.) and four others (Law Firm Yoonn et al., Counsel for the plaintiff-appellant)

Eastern Hawk Cpool (Law Firm Yoon, Attorneys Kim Heung-ung, Counsel for the plaintiff-appellant)

Seoul High Court Decision 2015Na2062041 decided September 29, 2016

Of the lower judgment, the part of the lower judgment against Defendant K&P start-up Investment Co., Ltd., Defendant Sungdok Industrial Co., Ltd., Defendant 3, and Defendant Korea is reversed, and that part of the case is remanded to the Seoul High Court. The remaining appeals are dismissed. The costs of appeal between the Plaintiffs and Defendant ABk Capital

1. We examine the plaintiffs' grounds of appeal against the defendant K&P start-up Investment Company (the trade name before the change was made was made to the extent that it supplements the grounds of appeal). The plaintiffs' grounds of appeal against the defendant K&P start-up Investment Company (the trade name before the change was made to the extent of supplement in case of supplemental appellate briefs not timely filed).

A. Generally, who is a party to a contract constitutes a matter of interpretation of the intent of the party involved in the contract. In the event of a conflict of opinion on the interpretation of a juristic act between the parties, the parties’ interpretation should be reasonably interpreted in accordance with logical and empirical rules by comprehensively considering the contents of the juristic act, the motive and background leading up to such juristic act, the purpose to be achieved by the juristic act, the parties’ genuine intent, etc. (see Supreme Court Decision 2016Da238212, Jan. 25, 2018)

B. Review of the reasoning of the lower judgment and the evidence duly admitted reveals the following facts.

(1) On March 2005, the Plaintiffs entered into an exclusive agreement between the Satom Satom Co., Ltd. (hereinafter “Satom”) and the Satom Patom Co., Ltd. (hereinafter “Satom”) on the matters necessary to delegate the right to negotiate and enter into a contract for all entertainment activities, which the Plaintiffs contributed to broadcasting, performance, etc. for five years from March 2006 to February 201, and the two parties’ rights and obligations.

The contents of each exclusive agreement that the Plaintiffs concluded are the same most. According to this, Som has an exclusive right to act on behalf of, and invest in, all the legal acts of the Plaintiffs (Article 3(1) of the contract), and can exercise all the rights to negotiate, conclude, maintain, and terminate all the broadcast contribution agreements, etc. related to the Plaintiffs (Article 3(2) of the contract). In addition, all the profits from the entertainment activities of the Plaintiffs are, in principle, the method of payment to the Plaintiffs through post-settlement settlement in consultation with the Plaintiffs (Article 7(2) of the contract), and in principle, the Pom and the Plaintiffs shall be distributed at the ratio of 2:8 (Article 7(1) of the contract).

(2) From June 3, 2010 to October 7, 2010, Plaintiff 1 contributed 19 times to KS’s “(the program name 1 omitted)”, from May 2010 to October 2010, Plaintiff 1 contributed to “(the program name 2 omitted)” and “(the program name 3 omitted)” and contributed to “BS” (the program name 4 omitted) from May 11, 2010 to September 26, 2010.

From June 2, 2010 to August 18, 2010, Plaintiff 2 contributed 11 to KS’s “(the program name 5 omitted)” and contributed to “(the program name 6 omitted)” and “(the program name 7 omitted)” from June 1, 2010 to July 31, 2010.

(3) On the other hand, on June 24, 2010, the notice of assignment of the claim that the Patom transferred to the Defendant KBP PP with all claims including the contribution fee claims against the Patom’s KBS, MBC, and SBS (hereinafter “third company of broadcasting”) reaches three broadcasting companies by mail with a fixed date at that time.

Defendant Sungdosan, Defendant 3, etc., the creditors of Patom, had Patom as the debtor and the third party obligor all or part of the obligor and the third party obligor at around June and July 2010, and received the attachment and collection order or the provisional attachment order of the claim. The above orders and decisions reached three broadcasting companies.

On August 30, 2010, the Defendant’s Republic of Korea seized Patom’s national tax claim against Patom as the obligor, MBC, and SBS as the third obligor. On September 2, 2010, each attachment notification reached the said broadcaster.

(4) On October 6, 2010, Plaintiff 1 demanded that Plaintiff 2 pay the contribution fee of the program he/she contributed to KS and SBS around October 2010, and Plaintiff 2 demanded that Plaintiff 1 pay the contribution fee of the program he/she contributed to KS and SBS.

(5) From December 9, 2010 to November 15, 2011, three broadcasting companies combined deposits of each of the instant contributions to the Seoul Central District Court in accordance with Article 487 of the Civil Act and Article 248(1) of the Civil Execution Act, on the ground that “The Plaintiffs, entertainment planners, Patom’s claim for the right to each of the contribution claim by Patom and creditors cannot be known who are the genuine right holder.”

C. Based on the above factual basis, the lower court dismissed the Plaintiffs’ primary claim seeking confirmation that each of the instant claims for payment of deposit money exists against the Plaintiffs, on the ground that the evidence alone submitted by the Plaintiffs is insufficient to recognize the Plaintiffs as a party to the instant contribution contract for the said program or as a contracting party that bears the rights and obligations pursuant thereto.

D. However, examining the aforementioned legal principles, factual relations, and records, it is reasonable to view that the parties to the instant contribution contract between broadcasting three companies are the Plaintiffs and their claim for the contribution fee belongs to the Plaintiffs.

(1) With respect to the Plaintiffs’ contribution to each program of three broadcasting companies, three broadcasting companies were obligated to pay the contribution fee. In this case, the counterpart to the obligation to pay the contribution fee, that is, the subject to whom the obligation to pay the contribution fee belongs, shall be determined in accordance with the terms of the broadcast program contribution agreement entered into with three broadcasting companies. However, there is no contribution agreement with three broadcasting companies in this case, which can directly be the basis for the program contribution fee during the pertinent period for which the Plaintiffs assert their rights. However, there is only a contribution agreement in the past regarding the part of the program contributed by Plaintiff 1 during the exclusive contract period with the Somom. In such a case, in order to determine who is the party to the broadcast program agreement, the content of the contribution agreement, the motive and background of the conclusion of the contribution agreement, the purpose to be achieved by the contribution

(2) The Plaintiffs’ contribution to a broadcast program is the purpose of the Plaintiffs’ contribution act, which is an artist. The act of contribution to a broadcast program is an act of providing a kind of continuous benefit, and in particular, in the case of an artist with very high recognition and the same effect as the other person had intended at the time of concluding a contract in light of his talent or personal guidance, the Plaintiffs’ contribution obligation to be borne by the Plaintiffs is an incidental act obligation. As can be seen, at least in the case of an artist, such as the Plaintiffs who secured priority in negotiating power, rather than an exclusive planning company, to make a contribution on any condition for any program. In addition, in light of the purpose of the contribution contract that aims to contribute a specific artist with knowledge as the Plaintiffs, not an exclusive planning company, as an exclusive broadcasting company, and to make the said artist a party to the contribution contract as a party to the agreement to contribute a broadcast program, it is a way to ensure the most reliable contribution of an artist.

Considering the characteristics of the contribution contract, the influence and awareness that the Plaintiffs had as an artist at the time of the conclusion of the instant contribution contract, and the degree of exclusive affiliation with the entertainment planning company, and the circumstances in which the contribution contract was not prepared, it is reasonable to deem that the said three broadcasting companies act as the intent of directly concluding the program contribution contract with the artist as the other party to the contribution contract. Even if the Plaintiffs had an exclusive planning company enter into the contract or received the contribution for the convenience of business affairs, they are perceived as the parties to the contribution contract as the Plaintiffs themselves, and the Skom’s act of signing the contribution contract and receiving the contribution on behalf of the Plaintiffs between the three broadcasting companies and the third company.

(3) On the contrary, in order to recognize that the Patom, who is not the plaintiffs, directly related party, entered into a program contribution agreement with the broadcasting company, and the plaintiffs are not only obligated to contribute to the relevant program that the Patom contracted with the Patom pursuant to the exclusive contract with the Patom, there is a lack in the circumstance that the plaintiffs entered into an exclusive contract with the Patom, and in light of the relevant artist’s personality guidance and the relationship with the planning company in the broadcasting industry sector, there is a special circumstance, such as not only the Patom but also the broadcasting company, who is the other party to the contribution contract, was the parties to the contribution contract, to make contributions to the plaintiffs.

The exclusive agreement entered into between the plaintiffs and Patom provides services related to the plaintiffs' entertainment activities, such as negotiations on the contribution condition including broadcasting contribution fee, and certain adjustment, and the plaintiffs bear the duty to perform entertainment activities only through Patom, and thus are mainly related to the rights and obligations between the plaintiffs and Patom. Although the profits from the plaintiffs' entertainment activities are stipulated in the exclusive agreement that the Patom shall receive all the profits from the plaintiffs' entertainment activities and pay them to the plaintiffs through settlement, it is merely that the plaintiffs and Patom agreed on the method of receiving the profits and internal settlement.

Therefore, based on the content of such settlement and receipt clause or the exclusive agreement entered into between the Plaintiffs and the Som, the parties who entered into the program contribution agreement with the third party can not be readily concluded as the Som, and there is no other special circumstance that can be seen as the parties to the contract with the Som. Rather, the third party broadcast company appears to have confirmed in advance the intent of the Plaintiffs regarding most of the programs during the exclusive agreement period and paid the contribution fee to Som.

E. Nevertheless, based on its stated reasoning, the lower court determined that the Plaintiffs were parties to the instant contribution contract or lack of evidence to recognize the Plaintiffs as parties to the instant contribution contract. In so determining, the lower court erred by misapprehending the legal doctrine on the determination of parties, thereby

2. We examine the Plaintiffs’ grounds of appeal against Defendant A Capital Co., Ltd. (hereinafter “Defendant A Capital”)

The lower court determined that the Plaintiffs’ lawsuit against Defendant Capital Capital was unlawful on the grounds that it cannot be deemed that there was a dispute over the right to deposit capital deposited by SBS between the Plaintiffs and Defendant Capital, and thus, the Plaintiffs’ lawsuit against Defendant Capital Capital did not have any interest in confirmation.

Examining the records in accordance with the relevant legal principles, the judgment of the court below is just, and the prior ground for appeal cannot be accepted on a different premise.

3. Therefore, the part of the judgment of the court below regarding the above Defendants is reversed and this part of the case is remanded to the court below for further proceedings consistent with this Opinion, and the costs of the remaining appeal are assessed against the losing party by the assent of all participating Justices. It is so decided as per Disposition by the assent of all participating Justices on the bench, without examining the remaining grounds of appeal as to Defendant KWP, Defendant Sungdosan, Defendant 3, and Defendant's primary claims against the Republic of Korea, and the grounds of appeal as to Defendants 1

Justices Min You-sook (Presiding Justice)