In a case where the objective meaning is not clearly revealed by the language and text expressed by the parties, the method of interpreting the juristic act, and whether such a legal principle applies likewise to a case where there is a dispute over the interpretation of the conciliation clause after the conciliation has been concluded between the

Article 105 of the Civil Act

Supreme Court Decision 2009Da31550 Decided September 10, 2009

Plaintiff

Earth Telecommunications Corporation

Defendant

Seoul High Court Decision 2012Na87326 decided July 11, 2013

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

The grounds of appeal are examined.

1. According to the reasoning of the lower judgment, the lower court acknowledged the following facts based on the following: (a) the details and details of the conclusion of the sales contract and the lease contract on the instant real estate between the Plaintiff and the Defendant; and (b) the process of the adjustment of the instant real estate in a lawsuit filed against the Plaintiff for the claim for extradition of real estate; and (c) the conciliation clause of the instant case means that if both the Plaintiff and the Defendant perform their obligations under the conciliation clause until January 31, 201, both of the instant sales contract and the lease agreement are terminated; and (b) the conciliation clause of the instant case means that the Plaintiff’s disposal of the instant real estate to a third party is impossible even if the Plaintiff fails to perform its obligations under the conciliation clause by January 31, 2011, the instant sales contract and the lease agreement of the instant case are deemed to continue to continue to exist as they were, except as otherwise stipulated in the conciliation clause. Thus, the lower court determined that the Defendant’s disposal of the instant real estate to the said third party after failure to perform its obligations.

2. However, we cannot agree with the above determination by the court below for the following reasons.

A. In a case where the objective meaning of a juristic act is not clearly revealed through the language and text expressed by the parties, it shall be reasonably interpreted in accordance with logical and empirical rules, common sense of society, and transaction norms so as to conform to the ideology of social justice and equity, by comprehensively taking into account the contents of the language and text, the motive and background leading up to the juristic act, the purpose and genuine intent to be achieved by the said juristic act, transaction practices, etc. In a case where there is a dispute as to the interpretation of the pertinent adjustment clause after the formation of mediation between the parties concerned (see, e.g., Supreme Court Decision 2009Da31550, Sept. 10, 209).

B. Review of the reasoning of the lower judgment and the record reveals the following facts.

(1) On March 19, 2010, the Plaintiff and the Defendant concluded a sales contract with the Defendant to purchase the instant real estate amounting to KRW 490 million, and agreed to waive the return of the down payment if the Plaintiff did not pay the remainder until the date of the payment, setting the payment period of KRW 45 million as of May 18, 2010.

(2) On the date of the conclusion of the above sales contract, the Plaintiff and the Defendant entered into a lease contract with the amount of KRW 40 million for the instant real estate until May 18, 2010, and KRW 2 million for the monthly rent, and the Plaintiff paid the Defendant the deposit amount of KRW 40 million and moved into the instant real estate.

(3) The Plaintiff did not pay not only the agreed rent until May 18, 2010 but also did not pay the remaining rent. The Defendant filed a lawsuit against the Plaintiff to seek the transfer of the instant real estate as Seoul Northern District Court 2010Kadan36763, and the conciliation was concluded on December 7, 2010. The conciliation clause provides that “Until January 31, 201; the Defendant shall be paid KRW 425 million from the Plaintiff; at the same time, the Plaintiff shall be subject to the transfer registration procedure for the instant real estate on March 19, 2010; (b) the Plaintiff shall be paid the money from the Defendant to the Defendant at the same time, upon receipt of the transfer registration procedure for the instant real estate from the Defendant; and (b) the Plaintiff shall be paid the money in proportion to the instant real estate from the date of delivery to the Defendant by December 31, 2019.”

(4) The amount of KRW 425 million for the purchase price to be paid by the Plaintiff under paragraph (1) of the instant conciliation clause is the sum of KRW 450 million for the lease deposit under the instant sales contract and KRW 40 million for the lease contract from March 19, 2010 to January 201. However, even though the Defendant prepared documents necessary for the registration of transfer of ownership, such as a certificate of seal imprint, and demanded the payment of remainder, the Plaintiff did not pay not only the amount under paragraph (1) of the instant conciliation clause but also thereafter.

(5) On May 2, 2011, the Plaintiff did not perform its duty under the instant adjustment clause and entered into a pre-sale agreement with the Plaintiff’s Intervenor with respect to the instant real estate. On August 26, 2011, the Defendant entered into a sales contract with the Nonparty on the instant real estate between the Nonparty and the Non-Party, and subsequently, on September 8, 201, issued an execution clause with respect to the instant adjustment clause, and handed over the instant real estate to the Non-Party on September 8, 2011.

C. Examining the foregoing facts in light of the legal principles as seen earlier, the instant conciliation clause is reasonable to interpret that ① if the Plaintiff and the Defendant both perform their obligations under the conciliation clause (1) by January 31, 2011, the contract deposit and the lease deposit paid by the Plaintiff to be paid part of the purchase price stipulated in the instant sales contract is terminated, and all legal relations related to the instant sales contract and the instant lease contract including restitution of the said contract deposit and the lease deposit, including restitution of the said contract deposit and the lease deposit. However, if the Plaintiff fails to perform his/her obligations under the conciliation clause by January 31, 2011, it is reasonable to interpret that the Plaintiff should immediately deliver the instant real estate to the Defendant as the rights and obligations under the instant sales contract and the lease agreement are extinguished

Nevertheless, the court below, on the grounds stated in its reasoning, interpreted that the legal relationship under the instant sales contract continues to exist as the initial agreement even in cases where the Plaintiff violated the obligations under the instant conciliation clause (1). Thus, the court below erred by misapprehending the legal principles on the interpretation of the conciliation clause, etc., which affected the conclusion of the judgment. The ground of appeal assigning this error is with merit.

3. Therefore, without examining the Defendant’s remaining grounds of appeal, 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 Shin (Presiding Justice)