2013Da72183 Compensation for Damages

A

B

Seoul High Court Decision 2013Na12404 Decided September 6, 2013

October 27, 2014

The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined.

1. Where the authenticity of a disposal document is acknowledged, barring any special circumstance, it shall be interpreted that the parties expressed their intent in accordance with the objective contents of the language and text stated therein. However, in the event of a conflict of opinion on the interpretation of a contract between the parties, the interpretation of the document is at issue, the document should be reasonably interpreted in accordance with logical and empirical rules by comprehensively taking into account the contents of the language and text, the motive and background leading up to the agreement, the purpose to be achieved by the agreement, the parties’ genuine intent, etc. (see, e.g., Supreme Court Decisions 2004Da67264, 67271, May 13, 2005; 201Da4677, Oct. 1

2. According to the reasoning of the lower judgment, the lower court determined that it is difficult to view that the Plaintiff prepared each of the instant shares as the substantial owner of the instant shares to have title trust to the Defendant and to determine the rights and obligations arising from the title trust between the original and the Defendant, in full view of the following: (a) there is no dispute between the parties, but the Plaintiff and the Defendant’s share will be traded between the executives and employees; (b) the respective of the instant shares, which are prepared by the Plaintiff and the Defendant, is significantly restricted the truster’s rights; and (c) the instant receipt also states that the Defendant would be the ownership of the instant shares when the Defendant redeems the face value of the receipt to the Plaintiff; and (d) it is difficult to deem that the Plaintiff exercised its authority as the actual owner of the instant shares; and (b) the Plaintiff did not make any objection or take any measure against the Defendant until the Defendant sells all of the instant shares. Rather, it appears that the Plaintiff, as

3. However, the lower court’s determination is difficult to accept for the following reasons.

A. According to the reasoning of the judgment below and the records, F.O.F. shares issued by its employees (hereinafter referred to as "F.") are operated to ensure that its executives and employees hold shares and work with a sense of liability from the time of its establishment on or around Nov. 1, 202. Article 18 of the F’s articles of incorporation provides that employees shall sell all the shares so acquired to the Defendant at the price added by the statutory interest rate. However, since the Commercial Act prohibits the acquisition of shares, the executives and employees including the representative director E of the F.O. who actually purchased the shares under the Commercial Act, are obliged to enter into a contract on the restriction on transfer of shares (hereinafter referred to as "contract on transfer of shares"), the Plaintiff’s acquisition of shares by 00 shares and 20 shares were jointly signed and sealed by the Defendant (hereinafter referred to as "the contract on the restriction on transfer of shares"), and that the Plaintiff’s acquisition of shares by 20 shares and 30 shares were likely to be transferred to the Defendant, in principle, at the time the Plaintiff’s new shares were transferred to the Defendant.

B. The circumstances revealed in the above factual basis, namely, C’s transfer of shares is merely subject to the instant stock transfer restriction agreement. However, considering the circumstances that the acquisition of shares is prohibited by the Commercial Act, it is reasonable to view that the Plaintiff is an individual who takes over the shares of the executives and employees retired under the instant stock transfer restriction agreement, not F’s seller but the purchaser, as an individual who is the party to the instant contract. The Plaintiff’s share transfer price is likely to be distributed or sold to other executives and employees in accordance with the class and career of employees for the future operation of the stock transfer restriction agreement, and thus, it is sufficient for the lower court to view that the Plaintiff’s ownership belongs to the executives and employees who take over the shares of the instant case before such distribution or sale of shares was realized, based on the premise that the Plaintiff’s acquisition of shares belongs to the Plaintiff’s share transfer price under the instant sales agreement, not only on the ground that the Plaintiff’s purchase price for shares should be determined by the agreement on the transfer of shares, but also on the ground that the Plaintiff’s share transfer price for each of the instant case should be determined under the agreement.

4. Conclusion

Therefore, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Jae-sik et al.

Justice Shin Shin Young-young

Justices Lee Sang-hoon

Justices Cho Jong-hee