[1] Where the objective meaning of the language and text of the disposal document is not clearly revealed, the method of interpreting the contents of the contract

[2] In a case where Gap Corporation et al., the implementer of a project, such as housing site development, entered into an agreement with the competent road management authority on the allocation of project costs, including that "the Corporation bears the total amount of design cost, construction cost, compensation cost, etc. required for the project and the land purchased by the project shall be the name of Eul Metropolitan City," and Eul Metropolitan City shall pay the compensation for the remaining land under Article 74 (1) of the Act on Acquisition of and Compensation for Land, etc. for Public Works Projects and seek a return of unjust enrichment against Eul Metropolitan City, the case holding that the compensation for the remaining land shall be included in the "project cost" to be borne by the Corporation A pursuant to the agreement as compensation for the project, and the "land purchased by the project" under the agreement shall not be included in the "project cost" to the "land purchased by the Corporation" as public facilities necessary for the project, but it shall not be deemed that the remaining land was immediately purchased by the Corporation A without settling accounts under the agreement.

[1] Article 105 of the Civil Act / [2] Articles 105 and 741 of the Civil Act, Article 74 (1) of the Act on Acquisition of and Compensation for Land, etc. for Public Works Projects

[1] Supreme Court Decision 95Da29130 Decided July 30, 1996 (Gong1996Ha, 2639), Supreme Court Decision 2014Da14115 Decided June 26, 2014 (Gong2014Ha, 1463), Supreme Court Decision 2016Da238540 Decided December 15, 2016 (Gong2017Sang, 117)

Korea Land and Housing Corporation (Law Firm Barun, Attorneys Regular Money)

Incheon Metropolitan City (Law Firm Shin, Attorneys Choi Young-sik, Counsel for the plaintiff-appellant)

Seoul High Court Decision 2014Na2029948 decided March 25, 2015

The appeal is dismissed. The costs of appeal are assessed against the plaintiff.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. The judgment of the court below

A. According to the reasoning of the lower judgment, the following facts are revealed.

(1) On January 1, 2008, the Defendant entered into an agreement on the allocation of project costs (hereinafter “instant agreement”) with the Korea Land Corporation, the Korea National Housing Corporation (Korea Land Corporation and the Korea National Housing Corporation under Korea Land and Housing Corporation, effective October 1, 2009, incorporated as the Plaintiff) and the business for opening two sections of roads between Incheon and Busan (hereinafter “instant business”).

(2) The main contents of the instant agreement are as follows.

(1) The scope of business shall be limited to the construction of roads (1.3 km in length, 38-50 km in width) from the boundary of the square ( Address 1 omitted) in Gyeyang-gu Incheon Metropolitan City to ( Address 2 omitted) and from the open section (1 construction section): Provided, That the detailed scope shall be determined at the time of implementation design in the future (Article 3).

(2) The Korea National Housing Corporation, etc., which is the main agent of a development project, such as the Cheongra zone, home housing site development zone, home distance, etc., shall bear the full amount of the project expenses (Article 5). The project expenses refer to all kinds of expenses, such as design expenses, construction expenses, compensation expenses

(3) The defendant shall grant authorization and permission, design, construction works, supervision, and conduct compensation related to the business (Article 4 (1)).

(4) The land purchased as a project shall belong to the name of the defendant, and completed facilities shall belong to the defendant's property without compensation (Article 4 (2)).

(5) The parties to the agreement shall examine relevant evidential documents within three months from the date of completion of the project and settle the project cost (the main sentence of Article 6 (2)).

(3) On April 11, 201, the Defendant accepted the land required for the construction of the road after the public notice of approval of the implementation plan of the Incheon Urban Planning Facility (U.S. 2-5 line) (hereinafter “Seoul Urban Planning Facility”) through the expropriation ruling.

(4) The Nonparty filed a claim against the Defendant for purchase of remaining land pursuant to Article 74(1) of the Act on Acquisition of and Compensation for Land, etc. for Public Works Projects (hereinafter “Land Compensation Act”), as the land owned by the Nonparty became considerably difficult to use the remaining land for its original purpose due to the expropriation of the instant land as the instant project. The Defendant rejected such claim and filed a claim for expropriation of the remaining land as Incheon District Court Decision 2012Guhap2218.

(5) In the instant case, Seoul High Court Decision 2012Nu32989, the appellate court of the said lawsuit, determined on June 15, 2013, which decided that the Defendant shall pay the Nonparty the amount of KRW 760,572,00 as compensation for the remaining land of this case where three parcels were located before the merger, and the amount of damages for delay was determined. The Defendant paid compensation with the money provided by the Plaintiff and completed the registration of ownership transfer in the future of the Defendant on the remaining land of this case

B. The lower court determined as follows, citing the reasoning of the first instance judgment.

(1) The purchase of the remaining land of this case is essential for the execution of the project of this case, and the compensation for the remaining land of this case constitutes “project cost” as defined in Article 2 of the Convention, as compensation for the said project.

(2) Unless otherwise stipulated by the parties, “land purchased through a project” under Article 4 of the Convention shall be deemed to include not only the land actually used as a road but also the land acquired by paying compensation in accordance with the claim for purchase of remaining land under the Land Compensation Act. The Plaintiff asserted that the Defendant agreed to transfer the remaining land’s ownership to the Plaintiff, but also lack of evidence to acknowledge it.

(3) Even if it is interpreted that only the land actually used as the above road falls under the category of the “land purchased as the above project,” there is no special agreement as to who owns the remaining land of this case purchased as the project cost of this case, and thus, the defendant cannot be deemed as unjust enrichment for the land expropriation compensation for the remaining land of this case or remaining land without undergoing settlement under Articles 5 and 6 of the Convention.

2. Judgment of the Supreme Court

A. If a contractual party prepares in writing a certain content of a contract as a disposal document, and the objective meaning of the text is clear, barring any special circumstance, the existence and content of the declaration of intent shall be recognized pursuant to the language and text, barring special circumstances. However, if the objective meaning of the text is not clearly revealed, it shall be reasonably interpreted in accordance with logical and empirical rules, social common sense and transaction norms by comprehensively considering the contents of the text, the motive and background of the contract being achieved, the purpose and genuine intent of the parties to the contract to achieve the contract, and transaction practices (see Supreme Court Decision 95Da29130, Jul. 30, 1996, etc.).

B. The instant agreement provides for the allocation of expenses incurred in the construction of roads, which are public facilities necessary for the housing site development project, and the implementing entity, such as the Plaintiff, bears the total amount of relevant project expenses. Examining the reasoning of the lower judgment in light of the records, the lower court’s determination that the compensation for the remaining land of this case is included in the “project expenses” as compensation for the instant project is justifiable. The Plaintiff’s bearing of expenses incurred in compensation for the remaining land is in accordance with Article 5 of the instant agreement, and thus, cannot

C. However, it does not mean that the remaining land purchased at the Plaintiff’s expense is included in the “land purchased through business” under Article 4(2) of the above Convention and the ownership is reverted to the Defendant. The reasons are as follows.

(1) Article 4(2) of the Convention provides that a implementing entity of a housing site development project, etc. shall allocate not only the facilities installed by the project in this case but also the ownership of the land to the defendant. This is to ensure that the ownership of a road site and facilities belongs to a local government that is a road management authority, thereby efficiently maintaining and managing a road that is a public facility and provide public interest.

(2) It shall not be deemed that all the land acquired in the course of the instant project is included in the “land purchased through the project” as referred to in the foregoing provision, and it shall be reasonably interpreted to the extent necessary for the efficient maintenance and management of roads, such as road sites.

(3) The instant agreement provides that the section, width, and width of the road shall be limited in advance and the scope of the project shall be specifically determined through the future shop design. According to the records, the remaining land of this case shall not be included in the scope of the project stipulated in the instant agreement, and the remaining land of this case shall have the effect of expropriation pursuant to Article 74(1) of the Land Compensation Act as part of the land owned by the non-party is expropriated within the scope of the project.

(4) In light of such circumstances, it is difficult to view the remaining land of this case as land necessary for the efficient maintenance and management of roads, and ultimately, it cannot be deemed as included in “land purchased through business” under Article 4(2) of the Convention. In other words, the lower court erred by deeming that the remaining land of this case is included in “land purchased through business” as stipulated in the above provision.

D. Meanwhile, there is no evidence suggesting that the parties to the agreement agreed separately agreed on the ownership of the remaining land of this case, and the Convention of this case requires the settlement of the entire project cost pursuant to Articles 5 and 6. Therefore, as if the lower court determined additionally, the return of the remaining land of this case or the money equivalent to the compensation for its expropriation was not recognized by deeming the Defendant as unjust enrichment without paying the settlement pursuant to Articles 5 and 6 of the Convention.

E. Ultimately, the lower court’s rejection of the Plaintiff’s assertion on unjust enrichment is inappropriate, but it is justifiable to conclude it. In so doing, the lower court did not err by misapprehending the legal doctrine on the interpretation of a disposal document or legal act, etc.

3. Conclusion

The Plaintiff’s appeal is dismissed as it is without merit. The costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Chang-suk (Presiding Justice)