[1] Legal relations concerning the operation of golf clubs operated with the deposit membership system and the legal nature of the rules of association concerning the operation thereof

[2] Where the rules of a golf course operated by a company stipulate that a company shall obtain approval for the transfer or acquisition of membership, the validity of the company or a third party under a contract for transfer of membership without such approval (negative), and whether the company may refuse or revoke the approval for the membership of the applicant on the ground of the qualification requirements not specified in the terms and conditions (negative)

[3] Requirements for recognizing implied rescission of a contract

[4] The case holding that a golf course company cannot be deemed as an offer for termination of an agreement under a membership agreement on the ground that the golf course company denied the membership of the transferee of membership and returned the transfer fee received therefrom while expressing its intent of refusal of membership

[1] The legal relationship on the operation of a golf club operated with the so-called deposit membership system to deposit a certain amount at the time of membership and receive the deposit in the event of withdrawal is a contractual relationship between the members and the company operating the golf club. The rules on its operation are established by the company operating the golf club to apply the rules uniformly to many unspecified visitors, and thus, constitutes a contractual right and obligation between the members who approved it and the company who intend to join the golf club, and the provisions on the rights and obligations of the parties such as the procedure for the transfer and acquisition of membership have the nature of the terms and conditions.

[2] Where the rules of a golf course operated by a company stipulate that the transfer or acquisition of a regular membership right shall undergo the procedure determined by the company and obtain the approval of the company, even if the transferee may freely transfer the above membership right having property value to a third party, if the transferee fails to obtain the approval of the transfer or acquisition of a membership from the company, the transfer or acquisition contract is effective only between the parties to the contract, and it shall not be yet acquired the status of a member in relation to the above company or the third party. In this case, the company shall not refuse the approval of the membership of the applicant on the ground of the membership requirements not stipulated in the terms and conditions in advance pursuant to the Acts and subordinate statutes, and shall not revoke the declaration of intention of the approval of the membership after the fact

[3] In a continuous obligation upon which a contract is terminated, a new contract with the content that the parties would extinguish the already concluded contract to the future, as in the case of the formation of a contract for the purpose of recognizing it, requires that the opposite expression of intent, such as offer and acceptance, which is to extinguish the effect of the existing contract in the future, shall be consistent. For the establishment of such an agreement, the contents of the intent expressed by both parties must be objectively identical, and the agreement may be impliedly reached, but the intent not to realize the contract shall be consistent with the intent not to realize the contract due to lack or renunciation of the parties' intent to realize the contract after the performance of the obligation under the implied agreement begins.

[4] The case holding that a golf course company cannot be deemed as an offer for termination of an agreement under a membership agreement on the ground that the golf course company denied the membership of the transferee of membership and returned the transfer fee received therefrom while expressing its intent of refusal of membership

[1] Articles 2 and 3 of the Regulation of Standardized Contracts Act / [2] Article 49 of the Civil Act; Articles 19(1) and 20 of the Installation and Utilization of Sports Facilities Act; Articles 18(2)2 and 19 subparag. 1 of the Enforcement Decree of the Installation and Utilization of Sports Facilities Act / [3] Article 543 of the Civil Act / [4] Article 543 of the Civil Act

[1] Supreme Court Decision 98Da20714 delivered on April 9, 199 (Gong1999Sang, 83) / [2] Supreme Court Decision 92Da7238 delivered on May 22, 1992 (Gong1992, 1982), Supreme Court Decision 96Da41595 delivered on March 11, 1997 (Gong1997Sang, 1056) / [3] Supreme Court Decision 92Da4130, 4147 delivered on June 23, 1992 (Gong192, 2252), Supreme Court Decision 92Da7238 delivered on May 22, 199 (Gong1992, 298Da1963989 delivered on April 196, 197)

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

Sam Public Development Co., Ltd. (Law Firm Han-gu, Attorney Han-hee, Counsel for the plaintiff-appellant)

Seoul High Court Decision 99Na37384 delivered on November 12, 1999

The part of the lower judgment against the Defendant is reversed, and that part of the case is remanded to the Seoul High Court.

We examine the grounds of appeal.

1. As to acquisition of membership and approval for membership

A. In accordance with the evidence of the court below, the court below determined that: (a) although the new safety machine was a golf club member established and operated by the defendant company, the plaintiffs acquired membership rights of each of the above golf clubs from the above non-party and paid transfer fees to the defendant company; (b) the above golf club member is divided into honorary members, regular members, overseas members, and other members; (c) the above members are personal members and corporate association members obtain membership fees by obtaining approval of the defendant company in accordance with the prescribed membership procedure and return the principal of the membership fee at the time of withdrawal; and (d) the plaintiffs are not allowed to voluntarily leave their membership rights by submitting an application form prescribed in advance; and (e) the defendant company's transfer of membership rights to the non-party company's transfer of membership rights to the non-party 2 after obtaining approval of the transfer of membership rights; and (e) the defendant company's transfer of membership rights to the non-party 3's transfer of membership rights without obtaining approval of the transfer of membership rights by transfer of the above membership rights to the transferee.

B. The legal relationship on the operation of a golf club operated with a membership deposit system, where a certain amount of money is deposited at the time of membership, and such deposit is returned, is contractual rights and obligations between the members and the company operating the golf club. The rules on its operation are established by the company operating the golf club to uniformly apply it to many unspecified visitors, and constitutes contractual rights and obligations with the members who intend to approve it and join the club, and the provisions on the rights and obligations of the parties such as the procedure for the transfer and acquisition of membership rights are deemed to have the nature of terms and conditions (see Supreme Court Decision 98Da20714, Apr. 9, 199). In addition, where a company’s regulations on the operation of the golf club provide that the transfer and acquisition of membership rights should take the procedure prescribed by the company and obtain the company’s approval from a third party, even if the transferee can freely transfer the membership rights to the above third party, the transferee may not refuse to obtain approval from the defendant company after becoming aware of its membership rights in advance (see Supreme Court Decision 97Da29897, Feb. 9, 297).

In light of the records, the above fact-finding by the court below seems to be legitimate, and there is no violation of the rules of evidence, and the above legal principles and facts established by the court below are also justified in the judgment of the court below that the plaintiffs acquired the membership of the defendant company's golf course, and there is no error of law by misunderstanding the legal principles as to the application of related laws or the interpretation of rules of golf course.

2. As to the termination of the membership contract

A. The court below determined that the above membership agreement between the plaintiffs and the defendant company was terminated on the date of delivery of a copy of the complaint of this case, on the ground that it clearly stated that the plaintiffs did not have an intent to terminate the membership agreement, and that the rejection of the plaintiffs' membership and the return of the transfer of membership fees received from the plaintiffs is nothing more than an expression of intent to terminate the membership agreement, since it is reasonable to view that the plaintiffs sought the return of the membership fees to the defendant company through the delivery of a copy of the complaint of this case, and that the defendant company should have recognized the plaintiffs' status as the plaintiffs who acquired membership and issued the membership cards to the plaintiffs.

B. In a continuous obligation upon which a contract is terminated, a new contract that requires the parties to the contract to extinguish in the future with the effect of the existing contract is established for the purpose of recognizing the contract. The requirement is that the opposite expression of intent, which is the offer and acceptance to extinguish in the future, shall be consistent with the intent expressed by the parties to the contract, should be objectively identical, and the agreement may be made impliedly upon the termination of the contract. However, even though the implied agreement may be made after the performance of the obligation under the contract becomes effective, the intent of not realizing the contract must be identical due to the lack or renunciation of the parties to the contract (see, e.g., Supreme Court Decisions 92Da4130, 92Da414147, Jun. 23, 1992; 95Da4304, Feb. 27, 1996; 98Da1602, Aug. 11, 1998).

C. In light of the above legal principles, as decided by the court below, the defendant company denied the plaintiffs' qualification for membership and returned transfer fees received from the plaintiffs when it expresses its intention of refusal of membership, such as denying the plaintiffs' consent to use the golf course and not issuing the membership certificate to the plaintiffs, which is an offer to terminate the agreement under the above membership agreement of the defendant company, is not just just just and just.

(1) According to the notice of rejection of the application for membership of the Defendant Company sent to Plaintiff 2 (No. 6-1 of the evidence A), it can be recognized that “In a closed school, it is inappropriate for the Defendant Company to accept the Plaintiff as a member of the club by this agreement and return all documents and openings submitted by you to you, and the time for their transfer is reached,” and it is clearly premised on the fact that the Defendant Company’s refusal of membership to the Plaintiffs and return of transfer fees to the Plaintiffs through written answers or preparatory documents, etc., on the premise that there is no legitimate approval for the Plaintiffs, and it is not a premise that the Plaintiff’s act of refusal of membership and return of transfer fees is valid, but it is merely intended to process them according to the legal judgment of the court, and that the Plaintiff did not intend to terminate the contract with the Plaintiffs recognized as membership (see, e.g., the court below’s ruling of rejection of membership fees and its return of written statements to the Plaintiff on July 21, 1998, 199.)

(2) In addition, when a member of the golf club of the defendant company leaves the membership, the approval of the defendant company may be obtained and the voluntary withdrawal may not be approved for any reason within five years after the admission. In light of the fact that the rules of the golf club strictly limit the voluntary withdrawal by the golf club, the intent of the defendant company expressed in the above written notice of rejection of the above written application for the membership cannot be deemed as an offer for termination of the agreement on the membership agreement of the golf club of this case. Furthermore, even after examining the record, there is no evidence suggesting that there was a lack or waiver of the defendant company's intention after the performance of the obligation under the contract between the parties.

D. Thus, the court below erred by misapprehending the legal principles on the interpretation of expression of intent or the termination of the agreement, and it is obvious that the above act of the defendant company clearly stated that the defendant company had no intent to perform the obligation under the membership agreement against the plaintiffs. This error affected the conclusion of the judgment.

3. Therefore, the part of the lower judgment against the Defendant is reversed, and that part of the case is remanded to the lower court. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Jae-soo (Presiding Justice)