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(영문) 서울고등법원 2018.12.07 2018나2001474
공사대금
Text

1. Revocation of the first instance judgment.

2. All of the plaintiff's claims are dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

Basic Facts

The Plaintiff and the Defendant around March 25, 2015 (excluding value-added tax) and the construction period from April 15, 2015 to the Plaintiff for construction cost of KRW 7,088,00,000 (excluding value-added tax) and construction period of KRW 7,08,00,000 for the instant construction work at the time of Jeju.

6. A contract for construction works (hereinafter “instant contract”) was concluded to the effect that the contract was concluded by setting the end of 30.30.

On July 31, 2015, E, the representative director of the Plaintiff, drafted a letter of confirmation of the performance of construction and payment (hereinafter “each of the instant notes”) in the name of the Defendant representative director F in the attached Form.

The Plaintiff discontinued the instant construction work around October 2015.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, the summary of the parties' arguments in the whole arguments, and the purport of the whole pleadings, are the plaintiff's main claims, and since the cost of the construction of this case is KRW 2,712,050,000 (including value-added tax; hereinafter the same shall apply). Thus, the defendant is obligated to pay the plaintiff the price of the contract of this case

Preliminaryly, the defendant is obligated to pay the plaintiff the above amount of the contract as the letter of this case promised to pay it.

It is difficult to believe that the period of payment claimed by the Defendant Plaintiff has no objective grounds.

Each of the instant agreements is invalid as an act of unauthorized representation, since E has prepared a comprehensive delegation of the power of representation after acquiring the defendant's management right.

Since the contract of this case and the agreement of each of the contracts of this case were prepared by E in a false manner for the defendant's loan, it is invalid as a false conspiracy.

E is a major shareholder and a substantial director who have accepted 51% of the Defendant’s shares. Therefore, each of the instant agreements is null and void as it violates the provisions of Article 398 of the Commercial Act prohibiting self-transaction.

Each of the instant agreements is invalid because the Defendant’s actual representative E was written by abusing his authority, and the Plaintiff was aware of it.

The Plaintiff shall pay 1,701,120,000 won for delay = 7,08,000 won x July 1, 2015.

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