2016Na208193 Liability for Damages, etc.

A Stock Company

Attorney Lee Jin-hee, Lee Jin-hee, Lee Jin-hee

1. B

2. C:

3. Stock companies D.

[Defendant-Appellant] Law Firm Sejong (Attorney Lee Jae-ho, Counsel for defendant-appellant-appellant)

Stacks, Jin-gus

Law Firm KONNEX (Attorney KON-at-Law in charge, Park Jin-sik)

Seoul Central District Court Decision 2015Kahap566816 Decided November 3, 2016

August 31, 2018

November 9, 2018

1. Of the judgment of the court of first instance, the part against the Defendants exceeding the following amount ordered to be paid shall be revoked, and all of the Plaintiff’s claims against the Defendants falling under the revoked part

Defendants shall jointly and severally pay to the Plaintiff the amount of KRW 7,58,164,263 and the amount of KRW 6,123,490,28 from December 6, 2015; the remainder of KRW 1,464,673,975 per annum from August 24, 2016 to November 9, 2018; and 5% per annum from November 10, 2018 to the date of full payment.

2. All remaining appeals by the Defendants are dismissed.

3. Of the total litigation costs, 40% is borne by the Plaintiff, and 60% is borne by the Defendants, respectively.

1. Purport of claim

Defendants jointly and severally pay to the Plaintiff the amount of KRW 12,648,822,350 and KRW 7 billion among them, the amount of KRW 3,039,150,480 from December 6, 2015 to May 24, 2016, KRW 2,609,671,870 per annum from August 24, 2016 to the date of full payment.

2. Purport of appeal

The judgment of the first instance is revoked, and all of the plaintiff's claims against the Defendants are dismissed.

1. Basic facts

A. Status of the parties

1) The Plaintiff is a company that provides a paid video lecture through the Internet homepage “E” when operating the FH, which is a specialized driving school at the time of university admission.

2) Defendant B is a private teaching institute and an instructor who had the lecture of the subject of education on the Internet from 2004 to G. Defendant C (hereinafter “Defendant C”) has been engaged in the business of producing and supplying educational contents, such as teaching materials related to Defendant B’s lectures, teaching materials related to Defendant C’s lectures, and motion pictures.

B. The initial relationship between the Plaintiff and Defendant B

1) On December 21, 2010, Defendant B entered into an educational content supply agreement with the remaining Defendants on February 24, 201, respectively, with the Plaintiff. From that time, Defendant B provided the Plaintiff with educational content, such as Defendant B’s classical video, etc.

2) Defendant B has continued to make efforts to correct the wrong practices of Internet lecture industry that can provide distorted information about certain instructors, such as demanding correction of or filing a criminal charge against a driving school or instructor, which provides a notice, writing, or commenting a specific instructor on Internet bulletin board, etc. (hereinafter referred to as “providing comments”), by directly employing human resources or entrusting marketing business with a certain instructor, or organizing a “J organization” centering on instructors who share with a view to eradicating the act of using comments, etc., and making efforts to correct the wrong practices of Internet lecture industry.

3) Meanwhile, around December 2010, the Plaintiff also conducted a self-inspection of the act of writing comments in accordance with the aforementioned purport as above, and on December 10, 201, the Plaintiff, as an intermediary of Defendant B, intended not to do an act of writing comments on the face of face to the “MAD” related party. In addition, on December 10, 201, the Plaintiff entered into an exclusive agreement with the Plaintiff and the Defendants and the status of their implementation.

1) On August 27, 2012, the Plaintiff entered into an exclusive agreement with the Defendants on the following terms: (a) during the two-year period from December 1, 2013 to November 30, 2015, Defendant B’s educational content, such as motion pictures, etc., provided exclusively to the Plaintiff; and (b) the Plaintiff entered into an exclusive agreement with the Defendants to pay the amount of KRW 2 billion in five equal installments (a evidence 1; hereinafter referred to as “exclusive agreement”). The main contents are as follows.

‘‘(1) The purpose of this contract is to determine the necessary matters in selling through media, such as Internet, wire, satellite broadcasting, satellite broadcasting, and radio communication service network (hereinafter referred to as the “Plaintiff”) directly operated by Company B, and to determine all kinds of rights and duties among Multi-Party C, and to determine the necessary matters in selling through media, such as Internet, wire and wireless broadcasting, satellite broadcasting, satellite broadcasting, and radio communication service network.

§ 10. The roles and obligations of "A"

1."A" must perform in good faith the roles and obligations set out in this Agreement.

2. "A" shall make every effort to carry out the tasks necessary for the production of lectures and the operation of the sites of "B", "B", "B", and "B" and to produce excellent "educational content".

3.A distributes and sells ‘educational content', ‘B', ‘B', and ‘I', and active marketing.

4.A shall carry out in good faith the collection, settlement and payment of tuition fees for ‘educational content’ distributed and sold.

6."A" does not disseminate information that is contrary to the interests of "B", "B", "B", and "B" by using media, such as other instructors, promotional materials, online bulletin boards, and E-Mail, etc.

Article 15 (Effect of Contracts)

1.This Agreement shall take effect immediately upon signature. Article 17 (Termination of Contract)

1. ‘A', ‘B', ‘J' and ‘J' may require the other party to make correction in writing if the other party fails to perform any of the important obligations specified in this Agreement, and if the other party fails to correct it within one month after the date of arrival of the other party without good cause, the party which requested correction may terminate the contract.

Article 19 (Compensation for Damages, etc.)

1. ‘A', ‘B', ‘B', and ‘J' are not involved in any act directly or indirectly assisting, or favorable to, a third party in competition with ‘A' or ‘B' without the prior written consent of ‘A', and they do not constitute an officer of, or a shareholder of, a company directly or indirectly in competition with ‘A' or a third party in competition with ‘B', in the event that the other party or the third party suffers a loss due to a breach of the contract, a failure to provide or an obligation under the contract, or a failure to provide the other party or the third party with such obligation. Article 21(C) does not enter into a contract for ‘B' to make use' directly or indirectly with ‘B' during the contract term without the prior written consent of ‘A', and they do not constitute an officer of, or a shareholder of, a company directly or potential competition with ‘A'.

Article 22 (Period of Exclusive Contract)

1. The term of this contract shall be two years from December 1, 2013 to December 11, 2015, and October 30.

1.A shall pay 2 billion won to 'B' and 'B' separately from 'A' as an exclusive contract deposit for a two-year period, as follows:

A person shall be appointed.

Provided, That the five times from December 1, 2014 to May 31, 2015, the payment date shall be adjusted to December 31, 2015, if the amount of tuition fees is below 2.5 billion won, and the five times from December 1, 2013 to December 31, 2015, the payment date shall be adjusted to December 31, 2015.

Article 26 (Penalty)

1. If the contract is terminated or terminated due to the causes attributable to 'B', 'B', 'B', 'B', and 'B', 'B' shall immediately return the exclusive contract amount received from 'A' under this contract and pay the amount equivalent to 2 billion won of the exclusive contract amount to 'A' as penalty immediately.

2. "A" should give up the exclusive contract amount paid to "B" or "B" and pay immediately the amount unpaid under Article 23 if the contract is terminated or terminated due to the reasons attributable to "A".

3.Payments 1 to 2 above shall not affect the right to claim damages under Article 19.

Article 27 (Other Matters)

1. The obligations of 'B', 'B', and 'J' are jointly and severally liable.

‘‘(--------------------- --- - the Defendants supplied the Plaintiff with educational contents, such as the video images of Defendant B until May 2015, as prescribed by the first exclusive contract, in accordance with the provisions of the said exclusive contract, and the Plaintiff paid the Plaintiff the sum of KRW 1-4 exclusive contract amounts up to 1.5 billion.

2) On April 22, 2014, the Plaintiff entered into an exclusive agreement (i.e., an exclusive agreement) with the Defendants to exclusively supply educational content, such as Defendant B’s motion pictures, to the Plaintiff for five years from December 1, 2015 to November 30, 2020, and the Plaintiff to pay five billion won of the exclusive agreement amount to the Defendants in six installments. However, the second exclusive agreement is mostly consistent with the first exclusive agreement, but the content of the exclusive agreement, the amount and method of payment of the exclusive agreement amount, and the penalty provisions are distinguishable only from the following.

‘‘(ADDDBE REDUUUUUUUDY....The term of binding contract)-----------------

1. The term of this contract shall be five years from January 30, 2020 to November 30, 2020.

1.A shall pay 5 billion won to 'B' and 'B' separately from 'A' as an exclusive contract deposit for five years, as follows:

A person shall be appointed.

A person shall be appointed.

Provided, That the six times from December 1, 2019 to May 31, 2020, the payment date shall be adjusted on December 31, 2015, if the "amount of the basis for the settlement of tuition fees" is less than 2.5 billion won, the six times shall be determined to be adjusted on December 31, 2015: 2. 2. 2. 3. 3. from December 1, 2015 to November 30, 2016, where the amount of the basis for the settlement of tuition fees does not exceed 4.0 billion won, the amount equivalent to 50 billion won of the tuition fees shall be refunded to the "A" by December 31, 2016 (the maximum amount shall be KRW 1.0 billion), and in the case of returning, the amount shall be offset by the tuition fees (the tuition fees shall be sold) incurred after December 31, 2016.

Article 25 (Penalties)

1. If the contract is terminated or terminated due to the causes attributable to ‘B', ‘B', ‘B', ‘B', ‘B', ‘B' and ‘B', the exclusive contract amount received from ‘A' shall be immediately returned and the amount equivalent to one time the exclusive contract amount received from ‘B' shall be paid to ‘B' as penalty immediately.

‘‘(------------------------- ------- - the Plaintiff paid KRW 500 million for the first exclusive contract amount to Defendant B and C on April 29, 2014, as prescribed by the second exclusive contract.

D. Plaintiff’s writing manipulation and correction commitment

1) On August 2014, when the Plaintiff received a claim from Defendant B that came to know while engaging in the act of making comments around August 2014, the Plaintiff promoted a campaign to eradicate the act of making comments with other large specialized driving schools, such as N, I, etc. (No. 1).

2) 또한 원고는 2015. 4. 14. "N", "P" 등과 함께 『Q단체를 공동출범하면서 건강한 교육을 위한 클린마케팅 선언과 실천수칙을 공개하였고, 만일 불법 마케팅 사실이 적발되어 사법기관의 최종 판결을 받는 경우에는 제보자 포상 및 사회 환원을 위하

I agreed to pay a fine of one billion won.

E. Notice of the Defendants’ termination of the contract and renunciation of exclusive contract relationship

1) On May 25, 2015, Defendant B notified the Plaintiff on May 29 and May 31, 2015 that “the Plaintiff’s act of making comments on behalf of the Plaintiff violates Articles 1 and 10(6) of the Exclusive Agreement and thus, it is an act infringing the Defendants’ business rights.” (Evidence 3) In addition, on June 2, 2015, Defendant B notified the Plaintiff that “the Plaintiff would accept the request for termination of the exclusive agreement,” and that “the Plaintiff will proceed in another private teaching institute in June 2, 2015 to minimize the damages to the students” (Evidence 4(a).

2) After that, Defendant B entered into an instructor contract with H on June 5, 2015, and thereafter, Defendant B provided a video lecture, etc. to a private teaching institute operated by H (Evidence A10 and 11).

F. As to the termination of the Plaintiff’s contract, the Plaintiff requested the Defendants to correct the violation of Articles 1 and 2 exclusive contracts and perform the obligations under the contract four times from June 2, 2015 to June 9, 2015, but there was no change in the attitude of the Defendants. On August 18, 2015, the Defendants expressed their intent to terminate the exclusive contracts, and the said declaration reached the Defendants around that time (Evidence 12 and 13).

2. The portion concerning the return of the amount of the exclusive contract and the claim for penalty;

A. Determination on the cause of the claim

1) Defendants’ violation of Articles 1 and 2 exclusive contract

A) The Defendants unilaterally notified the Plaintiff that the exclusive agreement was terminated and provided educational contents, such as Defendant B’s lecture images, to another private teaching institute, constitutes a violation of Articles 1 and 2, barring any special circumstance, since the Defendants clearly expressed their intent to refuse to implement the exclusive agreement and failed to perform their obligation to provide educational content monopolys.

B) As to this part, the Defendants asserted to the effect that, in the case of the second exclusive agreement, the exclusive period is from December 1, 2015 to November 30, 2020, the Defendants’ exclusive obligation under the second exclusive agreement arises from December 1, 2015, and thus, the Defendants’ exclusive obligation under the second exclusive agreement arises from December 1, 2015. Accordingly, the Defendants’ mere fact that they concluded an instructor agreement with other private teaching institutes and provided educational content, such as Defendant B’s lecture videos, does not constitute a breach of the second exclusive agreement.

However, Article 15(1) of the Exclusive Contract provides that "the validity of the contract shall take effect immediately after signature shall be signed." Thus, the second exclusive contract shall take effect on April 22, 2014, where the parties signed as the date of the contract, as the contract. In addition, Article 15(1) of the Exclusive Contract provides that the contract shall be paid if the contract is terminated or terminated due to the reasons attributable to the Defendants, and the reasons for the cancellation, termination, or the payment of penalty shall not be limited to the violation of the obligations during the exclusive period. As seen earlier, as long as the Defendants expressed their intention to terminate the second exclusive contract to the Plaintiff unilaterally, concluded the two exclusive contract with other private teaching institutes and provided educational content after the commencement of the exclusive period, so long as the Defendants failed to perform their obligations under the second exclusive contract, the Defendants’ assertion that the Defendants breached their obligations under the second exclusive contract shall not be deemed to have violated the Defendants’ obligation at the latest, and thus, the Defendants’ refusal to perform the contract shall not be deemed to have violated the Defendants’ obligation.

2) Termination of the 1 and 2 exclusive contracts and the Defendants’ obligation to pay them

A) Under Articles 1 and 2 of the Civil Act, the Defendants’ violation of the Defendants’ exclusive contract has been lawfully terminated by the Plaintiff’s declaration of intent to terminate the exclusive contract pursuant to Article 17 of the Civil Act, and barring any special circumstance, the Defendants are jointly and severally liable to the Plaintiff for an amount of KRW 1.5 billion and penalty equivalent to the sum of KRW 2 billion of the exclusive contract amount of KRW 1.5 billion under Article 26 of the 1 exclusive contract, and KRW 3.5 billion / [2] Article 25 of the 2 exclusive contract.

As the exclusive contract amount of KRW 50 million and penalty paid by the Plaintiff, the total sum of KRW 5.5 billion under the exclusive contract amount of KRW 2 exclusive contract amount of KRW 5.5 billion and the damages for delay shall be paid.

B) As to this part, the Defendants asserted to the effect that, prior to the commencement of the exclusive period, the 2 exclusive contract imposes only the Plaintiff the obligation to pay the down payment of KRW 500 million on the Plaintiff, and does not impose any obligation on both parties. As such, the Defendants should be deemed to have agreed to calculate the amount of penalty on the basis of KRW 500 million already paid the down payment before the exclusive

However, in light of the language and text of the 2 exclusive agreement, the provisions regarding the penalty for breach of the 2 exclusive agreement cannot be interpreted as alleged by the Defendants, and there is no other evidence to acknowledge the Defendants’ assertion, and thus, the above assertion by the Defendants cannot be accepted.

B. Determination as to the Defendants’ assertion on termination of the contract

1) Summary of the argument

A) In light of Defendant B’s honor and reputation, and the Plaintiff’s attitude that continued to implement efforts to eradicate the wrong marketing method of existing private teaching institutes, such as the act of manipulating comments, etc., the Plaintiff’s failure to act of writing comments during the period of the 1 and 2 exclusive agreement with Defendant B is a natural premise for concluding the 1 and 2 exclusive agreement, or is agreed to be included in the terms of the agreement either verbally or implicitly between the Plaintiff and the Defendants. Therefore, the Plaintiff’s act of writing comments constitutes an act of violating the Plaintiff’s duty under the 1 and 2 exclusive agreement, or an act of destroying trust to the extent that it is impossible to assert the existence of the 1 and 2 exclusive agreement with the Defendants.

B) Article 10(6) of the 1 and 2 exclusive contract provides that “No act of spreading information contrary to the interests of the Defendants or slandering the Defendants using media, such as other instructors, promotional materials, online bulletin boards, and e-mail, shall be committed.” However, the Plaintiff’s act of manipulating comments shall be deemed as “an act of spreading information contrary to the interests of the Defendants,” which is “an act of spreading information contrary to the interests of the Defendants.”

C) According to Articles 10(1) through (4) of the 1 and 2 exclusive contract, the Plaintiff bears the obligation to pay the Defendants the amount expected to be paid under the contract, and the obligation to increase the sales of lectures and teaching materials provided by the Defendants through active marketing, distribution and sale with the Defendant B. The Plaintiff’s act of writing the Plaintiff’s comments on the Defendant’s image is causing the reduction of sales by damaging the Defendant’s image, and thus violates the above contract provisions.

D) On May 28, 2015, before the Plaintiff’s termination of the First and Second Exclusive Contracts, the Defendant legally terminated the First and Second Exclusive Contracts for the foregoing reasons, and thus, the Plaintiff’s declaration of intention to terminate the contract thereafter has no effect.

2) In full view of the following facts and circumstances, whether the Plaintiff’s act of manipulating comments was recognized or not, the Plaintiff appears to have committed an act of writing comments pointing out by the Defendants from December 5, 2013 to January 2016, when comprehensively taking account of the following facts and circumstances known by the respective statements in the evidence Nos. 13, 23, 24, 25, 30, 54, 103, and 104 and the witness R’s testimony and the entire purport of the pleading.

A) In other words, S employed as Earbio from November 2014 to February 2016 revealed that the Plaintiff conducted a team with five teams, such as T, U, V, W, and X. Moreover, during the period from January 201 to June 2015, Defendant B had four teams from the end of the period from January 2015 to the beginning of the first month, and caused Defendant B to temporarily stop the Plaintiff’s activities before and after the time of protesting for the comments, but again, it was confirmed that Defendant B continued to engage in the comments from October 2015 to February 2016 upon receiving the Plaintiff’s instructions from around October 2015 to around October 2016.

B) The Plaintiff Company AAR testified that this Court had been engaged in an act of writing comments with specific work instructions from the managing director of the Plaintiff Company. The R, while manipulating the order of search on portal sites L, and engaging in an act of writing comments on Internet sites such as AB, AC, and AD involving many subjects, he/she was able to commission some agents such as “AE” and “AF,” etc. (No. 30).

C) Furthermore, from July 30, 2013 to February 18, 2014, R reported e-mail to the representative director AG of the Plaintiff Company the data called “the current status of community publicity.” On November 25, 2015, R ordered an advertisement to be exposed to the upper level, paid 5,5220,000 won in total at the outside company’s expense, and reported the content to the head of the Plaintiff’s headquarters, etc.

D) On January 201, 2017, after the judgment of the first instance was rendered, the Plaintiff officially announced a letter of apology (No. 13 evidence) regarding the act of commenting comments as follows.

----------------------- the delivery of teaching materials, delay in the call center's response, accommodation of some instructors' response, and in addition to the unfaithful response to questions, the test-related marketing has been oversatisfyed with a thickness. In addition to the marketing advertising firms, the test-related marketing has the ability to instruct the relevant personnel to suspend and all of the persons concerned;

--------------- -----------

E) Meanwhile, the Plaintiff asserts to the effect that there is a difference between the comments on promotional comments as “viral comments” and the comments on promotional comments, but it should be deemed that there is no difference between the two in the nature of the act of transmitting distorted information to the examinees.

3) In a case where the parties prepare in writing any content of a contract between themselves as a disposal document on the ground that the breach of the first and second exclusive contract or the breach of trust relationship was committed, if the objective meaning of the text is clear, barring any special circumstance, the existence and content of the expression should be recognized, and in a case where the exercise of rights seriously affects the legal relationship between the parties by interpreting differently from the objective meaning of the text, the contents of the text should be more strict interpretation. In addition, if the exercise of rights by the creditors is impossible to pay it in light of the good faith principle, it may be exceptionally permissible to deny it. However, limiting liability under a contract that has been formed effectively may pose a serious threat to the principles of private autonomy or legal stability, and thus, it should be exceptionally acknowledged based on caution (see, e.g., Supreme Court Decision 2012Da64253, Oct. 15, 2015).

In addition, a continuous contract is based on the trust relationship between the parties. If the trust relationship, which serves as the basis of the contract, is destroyed during the existence of the contract, due to the party’s unfair act, etc. and there is a serious reason to expect the continuance of the contract, the other party may terminate the contract to the future. On the other hand, in the case of continuous termination of a continuous supply contract where a certain size of facilities is required for the performance of the contract during the continuous contract and a relatively long-term transaction is anticipated, whether there is any reason for the contract being unable to expect the continued existence should be determined by comprehensively taking into account all the circumstances, including the circumstances leading up to the conclusion of the contract, the relationship between the supplier and the consumer, the terms of the supply contract, the degree of facilities installed by the supplier for the performance of the contract, the possibility of restoring installed facilities to the original state, the degree of the performance of the contract, and the process leading to termination (see Supreme Court Decision 2011Da596

B) Meanwhile, in the instant case, the Plaintiff’s act of manipulating comments is contrary to the intent of creating a clean Internet lecture environment that Defendant B promoted. Accordingly, it is clear that the Plaintiff entered into an exclusive agreement with the Plaintiff and provided the Plaintiff with educational contents, such as Defendant B’s lecture images, exclusively to the Plaintiff, thereby affecting the Defendants’ honor and credit.

However, in light of the following opposing circumstances acknowledged by the above facts and the record of this case, it is insufficient to recognize that the Plaintiff and the Defendants: (a) at the time of concluding the exclusive agreement between the Plaintiff and the Defendants as a natural premise for the prohibition of writing comments; or (b) they included such obligations in the content of the agreement; (c) furthermore, it is difficult to regard that the fiduciary relationship, which serves as the basis for the failure to expect the continuation of the exclusive agreement between the Plaintiff and the Defendants, has been destroyed due to the Plaintiff’s act of writing comments on the Plaintiff, as long as there is no clear evidence to deem otherwise, this part of the Defendants’ assertion

① First, the principal purpose of the Plaintiff and the Defendants’ conclusion of the first and second exclusive agreements is to recognize the value of the Defendants’ educational content and to be exclusively supplied for a certain period of time.

② If the Plaintiff and the Defendants considered the prohibition of writing manipulation as an important factor in concluding the 1 and 2 exclusive contracts, they should specifically specify such content in the 1 and 2 exclusive contracts, but the 1 and 2 exclusive contracts do not have any direct provision regarding the 1 and 2 exclusive contracts (in the case of entertainment exclusive contracts, the case where the Plaintiff and the Defendants are primarily liable to maintain the dignity of the artist, and such obligations are rarely imposed on the planning company as the opposite party).

③ In addition, even if the Plaintiff had taken a position that he would like to create a clean Internet lecture environment promoted by Defendant B before entering into the first and second exclusive contracts, or even if he participated in this camp and joined Q organization after entering into the first and second exclusive contracts, it is difficult to view that the Plaintiff’s prohibition of writing on comments was a natural premise for the first and second exclusive contracts, or that it was included in the contents of the first and second exclusive contracts.

④ On August 2014, after the conclusion of the first and second exclusive agreement, Defendant B had the primary verification of the Plaintiff’s act of writing the Plaintiff’s comments. However, at the time, Defendant B did not take an attitude toward the Defendants as to the Plaintiff’s cancellation of the first and second exclusive agreement.

6) Even if the continuation of the Plaintiff’s expression manipulation would cause damage to Defendant B’s reputation or credit seeking a clean Internet lecture environment creation, the Defendants, as well as unilaterally reversed the first and second exclusive agreement, and transferred to another private teaching institute, was open to the length of taking other measures, such as demanding the Plaintiff to die and correct it, claiming compensation for damages, or requiring a fine under the Clin marketing agreement.

④ On May 25, 2015, Defendant B received information about the Plaintiff’s act of writing comments and provided the Plaintiff with sufficient opportunity for explanation or correction. While the truth is not clearly revealed, Defendant B expressed the Plaintiff’s intention of cancellation of the exclusive agreement and transfer to another private teaching institute without undergoing the one-month corrective period of one month as stipulated in Article 1 and Article 17 of the exclusive agreement without undergoing the one-month corrective period, and immediately, on May 28, 2015, Defendant B provided educational contents, such as the lecture service and the classical classical classical classical classical classical classical classics, on the other hand, around June 5, 2015. [The Plaintiff applied against the Defendants a provisional disposition demanding the prohibition of supply of lecture services, etc. to the said private teaching institute (Seoul Central District Court Decision 2015Kahap80560), it is difficult to recognize that the Defendants’ voluntary damage compensation agreement remains effective due to the Defendant’s violation of Article 1 and 21 of the exclusive agreement.

7) In the case of H with respect to which the Defendants reversed the exclusive agreement of Articles 1 and 2, and in which case, the affiliates of AI from September 22, 2014 to September 2, 2015 engaged in illegal marketing as the instructors of other private teaching institutes are superior to those of the instructors of the other private teaching institutes.” The Defendants were prosecuted for violating the Information and Communications Network Act (Defamation) and for committing the crime of interference with business, and were sentenced to a suspended sentence of imprisonment or a fine on June 29, 2017, and the Defendants advertised the private teaching institutes under their control and slanderd other private teaching institutes on April 16, 2013 (Evidence No. 45), even though they were prosecuted for committing the crime of interference with business and were sentenced to a fine on September 19, 2014 (Evidence No. 48). In this regard, the Defendants did not have any data to be found to have taken the same measures as against the Plaintiff, such as filing an objection to, or cancelling, any funeral contract.

(8) The Defendants asserted that the Defendants had the intent to force the termination of the first and second exclusive agreement by means of increasing the sales of K and rapidly following Defendant B’s sales from the time when the Plaintiff entered K of study on September 2014. However, insofar as there is no evidence to deem that the Plaintiff had the intent to withdraw the Defendants, or that the decline in the sales of Defendant B was caused by the Plaintiff’s act of writing on behalf of K, the aforementioned assertion by the Defendants cannot be accepted.

4) Comprehensively taking account of the following facts and circumstances revealed by the record of the instant case as to whether the termination occurred due to the violation of Article 10(6) of the First and Second Exclusive Contracts, the Plaintiff cannot be deemed to have violated Article 10(6) of the First and Second Exclusive Contracts by disseminating or slandering information contrary to the Defendants’ interests. Thus, this part of the Defendants’ assertion is rejected.

A) Articles 10(6) and 10(6) of the 1 and 2 exclusive contracts only impose an obligation on the Plaintiff to disseminate information against the Defendants’ interests or not to slander the Defendants, and do not mention the act of writing comments itself.

B) The Plaintiff’s act of manipulating comments was not a content that defames or defames the Defendant B, with the content of public relations about K and AJ, or other instructors of a competitive driving school.

C) In relation to K’s instructor, the Plaintiff committed 437 comments from December 2, 2014 to May 13, 2015, with respect to the Plaintiff’s instructor K, and did not almost have engaged in the act of making comments with respect to the Defendant B. However, it cannot be deemed that the Plaintiff’s act of spreading a number of comments against K or the act of making comments against Defendant B constitutes “an act of spreading information contrary to the Defendant’s interests” or “an act of slandering the Defendant.”

5) Whether termination is due to violation of Article 10(3) of the First and Second Exclusive Contracts

The Plaintiff’s act of advertising comments for Defendant B was almost little. However, such fact alone does not constitute a violation of Article 10(3) of the 1 and 2 exclusive contract by failing to perform the obligation of the Plaintiff to increase the sales of lectures and teaching materials provided by the Defendants through active marketing, distribution, and sale with respect to Defendant B. Unless there is any evidence to acknowledge otherwise, this part of the Defendants’ assertion is without merit.

(vi) arranging the results of the review;

The Defendants’ assertion on the termination of the contract is difficult to recognize that there exists a legitimate ground for termination in the termination of the contract, and there is no need to further examine it. The Defendants’ assertion on the invalidation of the agreement on penalty for breach

1) Whether the Labor Standards Act is violated

A) Summary of the argument

The first and second exclusive contracts have the nature of employment contracts with Defendant B, and the Labor Standards Act is applied. The first and second exclusive contracts are null and void because they violate Article 20 of the Labor Standards Act, which provides that "an employer shall not enter into a contract which plans the penalty or damages for nonperformance of an employment contract."

B) Relevant legal principles

First, the determination of whether a labor provider constitutes a worker under the Labor Standards Act ought to be based on whether the form of a contract is an employment contract or a contract for employment, and whether a labor provider has provided labor in a subordinate relationship with an employer for the purpose of wages at a business or workplace. Whether a dependent relationship exists should be determined by comprehensively taking account of the following factors: (a) the employer’s duty to determine the details of the work; (b) the employer is subject to the rules of employment or service regulations; (c) the employer designates working hours and working places; and (d) the employer is bound by the employer; (d) whether the employer is capable of operating his/her business on his/her own account; (e) whether the labor provider voluntarily owns equipment, raw materials or working tools; (e) whether the risks, such as the creation of profits and losses from the provision of labor; (e) whether the nature of remuneration was the subject of the labor; (e) whether the basic wage or fixed wage was determined; and (e) whether the continuous performance of the provision of labor and the exclusive nature to the employer; and (e) whether the social security system is recognized as an employee (iii).

C) Specific review

However, in full view of the following facts and circumstances revealed by the records of this case, the Defendants’ evidence No. 2 cannot be deemed as workers under the Labor Standards Act, and there is no other evidence to acknowledge it. Thus, the Defendants’ above assertion cannot be accepted.

① It is clear that Defendant C or Defendant D does not constitute an employee under the Labor Standards Act, and Defendant B also has produced and provided educational contents, such as his/her lectures and videos, through them while actually operating Defendant C and Defendant D. Therefore, it is difficult to deem that the Plaintiff provided labor in a subordinate relationship for the purpose of wages.

The main contents of Defendant B’s exclusive contract include supplying the Plaintiff with educational contents, such as dynamic images, produced by the Defendants, and distributing and selling them through the Internet website. As such, the Defendants are not subject to the Plaintiff’s specific instruction and supervision, but are developing and producing Defendant B’s educational contents. However, if the Plaintiff requests matters necessary for the production of educational contents, they are obliged to cooperate with the Plaintiff regarding the details of lectures, Jindo plans, lars, shooting schedule, etc.

③ In general, the Defendants directly produced educational contents, such as Defendant B’s lecture image, using the equipment and fixtures that the Plaintiff provided, without using the equipment and equipment owned by the Defendants. The Defendants directly decided the Plaintiff’s lecture fees and the fees for selling learning materials, as necessary, in the event that the Plaintiff uses the Plaintiff’s lecture room. Moreover, the Defendants directly decided on the tuition fees and the fees for selling learning materials provided by the Plaintiff. The Plaintiff only sold the content of education provided by the Defendants, with the consent of the Defendants, by issuing discount or discount coophones, or by organizing it as a failure of lectures.

④ The Plaintiff paid 25% of the sales revenue to Defendant B regarding the educational contents, such as Defendant B’s video lectures, to Defendant C, and paid 90% of the sales revenue of the teaching material of the lecture to Defendant D, and did not pay a separate basic pay to Defendant B. The Defendants, upon entering into an exclusive agreement with the Plaintiff, agreed to sell the Defendants’ educational content exclusively to the Plaintiff, and the Plaintiff paid the Defendants an exclusive contract in return for the exclusive agreement as set forth in subparagraphs 1 and 2.

Defendant B cannot act on behalf of the Plaintiff through a third party in relation to the Plaintiff and bears the obligation to directly provide labor or services during the exclusive period of time, not because the Plaintiff was an employee who entered into an employment contract with the Plaintiff, but is merely an incidental effect arising from the production of educational contents to be provided on a regular basis to the Plaintiff.

2) Whether the Act on the Regulation of Terms and Conditions was violated

A) Summary of the argument

The first and second exclusive contracts fall under the terms and conditions prepared in advance by the Plaintiff to enter into a contract with a large number of instructors and thus the Act on the Regulation of Terms and Conditions applies. The penalty part of the first and second exclusive contracts is a standardized contract which imposes an obligation to compensate for damages such as unfairly excessive damages for delay on customers and is null and void in accordance with Article 8 of the Act on the Regulation of Terms and Conditions

B) Specific review

Article 1 and 2 exclusive contracts cannot be deemed terms and conditions as terms and conditions of contracts prepared by the Plaintiff in advance in order to enter into a contract with several other parties. Rather, according to each entry in the evidence No. 29-32, the contents of the exclusive contracts are merely determined through individual negotiations between the Plaintiff and the Defendants. Therefore, insofar as the penalty portion of the penalty portion of the exclusive contracts does not fall under the terms and conditions, the Defendants’ aforementioned assertion premised on such premise is without merit.

3) Whether an unfair juristic act is a juristic act

A) Summary of the argument

On the other hand, the Plaintiff is the maximum of 60 instructors in the Republic of Korea with more than 60 instructors, while the Defendants are either individuals or in fact small companies run by Defendant B, and the penalty portion among the exclusive contracts Nos. 1 and 2 is excessively limited to the Defendants’ vocational choice or freedom of business, and there exists a significant imbalance between the payment and the consideration. Accordingly, the exclusive contracts Nos. 1 and 2 are null and void in accordance with Article 104 of the Civil Act.

B) Relevant legal principles

An unfair legal act stipulated in Article 104 of the Civil Act is established when there exists an objective imbalance between payment and consideration, and a transaction that has lost balance as a subjectively, is established when it was conducted using gambling, rashness, or inexperience of the victimized party. This is intended to regulate gambling, rash, or inexperience of a person in a critical position by using gambling, rashness, or experience of the victimized party. It is sufficient to have only some of the requirements for establishing an unfair legal act, rather than to have all of the requirements (see, e.g., Supreme Court Decision 2010Da53457, Jan. 27, 201). Furthermore, the issue of whether an unfair legal act constitutes an unfair legal act is an issue to be determined by comparing and evaluating the objective value between the payment and consideration promised as at the time when the juristic act was performed, and the issue that may arise when the contract was not implemented as originally agreed upon is an effect of nonperformance of obligations, barring special circumstances (see, e.g.

However, in light of the Defendants’ career and position, it is difficult to view the Defendants’ assertion that the part of penalty for breach of contract under Articles 1 and 2 cannot be deemed as having been the content of a contract with the initiative or experience of the Defendants. Furthermore, solely on the circumstance that there is a difference in the size of assets of the parties to the contract or the amount of penalty is excessive, it cannot be deemed that there is a significant imbalance between the penalty and the consideration for breach of contract under Articles 1 and 2 of the Exclusive Contracts

4) Whether a juristic act constitutes a juristic act against social order

A) Summary of the argument

If the legal nature of the penalty stipulated in the first and second exclusive contract constitutes a penalty for breach of good customs and other social order, respectively, the penalty for breach of contract is excessively higher than 2 billion won and 5 billion won. However, if the Plaintiff used the superior position of the specialized driving school at the time of entering the first and second exclusive contract, thereby going beyond normal transaction practices and was able to enter the above penalty agreement with the Defendants, and thus, the penalty for breach of contract under the first and second exclusive contract constitutes a juristic act with a content contrary to good customs and other social order, and thus is null and void pursuant to Article 103 of the Civil Act.

B) In the event that there is an agreement between parties to a contract on the legal nature of the penalty in this case to pay the penalty if there is a default between the parties to the contract, whether the penalty is scheduled to pay the penalty or not is penalty penalty for breach of contract is a matter of interpretation individually to be determined in a specific case by comprehensively taking into account the details of the disposition document, such as a written contract, and the developments leading up to the conclusion of the contract. Penalty is presumed as liquidated damages under Article 398(4) of the Civil Act; however, special circumstances where the agreement on the penalty between the parties to a contract is difficult to deem that the agreement on the liquidated damages is aimed at compensating for or compensating for damages caused by nonperformance, in particular, there is a separate provision on the liquidated damages as to the liquidated damages or on the premise of actual damages, and where the provisions on the penalty for breach of contract are interpreted separately as liquidated damages, it shall be deemed as penalty for breach of contract (see, e.g., Supreme Court Decision 2013Da829

However, as seen earlier, Articles 19 and 19 of the exclusive agreement stipulate that the Plaintiff and the Defendants shall separately compensate the other party or a third party for damages in cases where damages are incurred to the other party or a third party due to one’s fault. Articles 26(3) and 25(3) of the exclusive agreement stipulate that the obligation to pay a penalty does not affect the right to claim damages under Article 19. Therefore, it is reasonable to regard the penalty stipulated in the exclusive agreement as a penalty for breach of contract concluded for the purpose of compelling the performance of the contract and imposing private sanctions against the breach of contract regardless of the liability for damages arising from nonperformance of the obligation to compensate for damages (as a result, the Defendants’ assertion of reduction in the penalty for the exclusive agreement on the premise that the penalty for breach of contract No. 1 and 2 falls under the estimate of the amount of compensation for damages is no longer examined).

C) Since the agreement on penalty for partial invalidation of the agreement is set to ensure the performance of an obligation and its content differs from that of the scheduled claim for damages, the amount cannot be reduced by analogical application of Article 398(2) of the Civil Act regarding the liquidated damages. If the penalty agreed upon by compulsory performance of the obligation is excessively excessive compared to the creditor’s interests arising from compulsory performance of the obligation, it can only be invalidated against public order and good morals (see, e.g., Supreme Court Decision 2013Da7608, May 9, 2013).

However, it is very careful to interpret the area of private autonomy, such as the penalty agreement, in a limited interpretation through the public order and good morals, as a general provision, such as comprehensively examining the details and details of the contract.

However, the Plaintiff’s agreement on the payment of penalty for breach of contract No. 1 and 2 is not to be deemed null and void in light of the circumstance or purpose of the agreement on the penalty for breach of contract, since the Plaintiff entered into an agreement on the payment of penalty for breach of contract under Articles 1 and 2 for the purpose of preventing frequent transfer of instructors by simple side-off, exclusively and stably acquiring the lectures by the skill instructors, and operating a private teaching institute normally. However, in full view of the following facts and circumstances confirmed by the records of the instant case, the portion exceeding one billion won out of the penalty for breach of contract No. 1 and the amount exceeding two billion won out of the penalty for breach of contract No. 2 billion won out of the penalty for breach of contract No. 2,5 billion won out of the amount exceeding two billion won out of the penalty for breach of contract under Article 2 shall be excessively limited compared to the interests of the creditors acquired by the compulsory performance of obligation, and thus, it shall be deemed null and void against the public order and good customs.

① According to Articles 23(2) and 23(2) of the 1 and 2 exclusive contract, in the event that the Defendants’ annual lecture fees settlement standard amount (excluding the sale of teaching materials) falls short of 4 billion won, the Defendants are obligated to refund 50 billion won of less than 4 billion won to the Plaintiff (if the Defendants’ annual lecture sales are merely 2 billion won, the Defendants shall return to the Plaintiff more than 1 billion won even if they receive the annual exclusive contract amount received from the Plaintiff). The amount of the exclusive contract prescribed in the 1 and 2 exclusive contract amount is substantially in the nature of performance-based bonus.

As a result, even if there is no violation of the first and second exclusive contracts, it does not guarantee the Defendants an unconditional attribution.

② According to the 1 and 2 exclusive contracts, where a contract is terminated due to the Defendants’ responsibilities, the Defendants return the amount of the exclusive contract already received and pay the amount equivalent to the exclusive contract penalty again. As such, compared to the amount of the indemnity up to KRW 20-4 billion or KRW 50-10 billion, when the contract is terminated on the Plaintiff’s responsibility, the Plaintiff is required to pay the unpaid amount in addition to the waiver of the amount of the exclusive contract, so the amount of the indemnity exceeds KRW 0-2 billion or KRW 0-5 billion. Therefore, the amount of the indemnity stipulated in the 1 and 2 exclusive contracts is considerably unfavorable to the Defendants.

③ When applying the first and second exclusive contracts, the penalty to be paid by the Defendants to the Plaintiff is KRW 2 billion and KRW 5 billion. Defendant B is a small-scale company that produces, edits, and distributes Defendant B’s lectures as a dynamic image, and the shock arising therefrom may be harsh. Moreover, the first exclusive contract was terminated at the time when five months have elapsed during the two years of the exclusive contract period, and the second exclusive contract was terminated at the time when the contract was terminated immediately after the commencement of the exclusive contract period. In that sense, there is a need to distinguish the degree of violation from the case where the contract was terminated, and according to the second exclusive contract, it is unreasonable in that the first and second exclusive contract is held liable for a large amount of total amount of the exclusive contract amount uniformly without asking at the time of termination or cancellation during the exclusive contract period.

④ Furthermore, in the instant case, the Defendants’ unilateral reversal of the exclusive agreement Nos. 1 and 2 was caused by the Plaintiff’s act of making comments, etc. However, there is room for a relatively decrease in the sales of Defendant B’s lectures by continuing the act of making comments on other instructors than Defendant B, and accordingly, there is a possibility that the Defendants may bring about an unreasonable result that the Defendants shall return more than the exclusive agreement amount to the Plaintiff. Meanwhile, the damages suffered by the Plaintiff due to the Defendants’ breach of the contract would be sufficiently compensated by any other means, such as damages claim under Articles 1 and 19 of the exclusive agreement No. 1 and 2.

(d) Specific amount of recognition of payment obligations;

Therefore, the Defendants are jointly and severally liable to the Plaintiff. [1] The Defendants are obligated to pay the total amount of KRW 1.5 billion, total of KRW 2.5 billion, total of KRW 1 billion, total of KRW 2.5 billion, total of KRW 2.5 billion, total of KRW 5 billion, total of KRW 2.5 billion, total of KRW 5 billion, and total of KRW 5.5 billion, and delay damages, which are recognized as valid in accordance with the 12.2 Exclusive Contracts.

3. Claim for damages due to nonperformance

(a) Occurrence of liability for damages;

1) The Defendants refused to implement an exclusive agreement pursuant to Articles 1 and 2 without justifiable grounds for termination of the contract and concluded a contract with other private teaching institutes in competition with the Plaintiff. Therefore, the Defendants are jointly and severally liable for damages suffered by the Plaintiff due to the breach of the aforementioned contract pursuant to Articles 19(1) and 27 of the exclusive agreement, barring any special circumstance.

2) As to this part, the Defendants asserted that the penalty stipulated in the exclusive contract Nos. 1 and 2 constitutes an estimate of the amount of damages, and the Plaintiff cannot claim damages against the Defendants. However, the penalty stipulated in the exclusive contract Nos. 1 and 2 is not an estimate of the amount of damages but a penalty for breach of contract, and it does not affect the claim for damages caused by breach of contract. Accordingly, the Defendants’ assertion cannot be accepted.

B. Scope of liability for damages

1) Active damages

A) Comprehensively taking account of the respective descriptions of evidence Nos. 24-26 and the overall purport of the pleadings, the Plaintiff terminated the 1 and 2 exclusive agreement on the grounds of the Defendants’ violation of the 1, 2 exclusive agreement around August 18, 2015, and subsequently, the Plaintiff’s wind to prevent the Defendants from being provided with lectures and educational contents, upon the request of the students who applied for taking lectures in Defendant B’s lecture and purchased educational contents, such as the teaching materials and the motion pictures.

For them, ① refund costs, such as tuition fees and teaching materials, ② replacement costs of other goods, ② KRW 3,678,600, ③ replacement costs of other instructors, ③ KRW 809,00,00 (= KRW 514,00 + KRW 295,00), respectively, have been disbursed. ④ In the case of a portion that cannot be directly refunded or replaced by a new lecture, it is recognized that the head of the fee paid an amount of KRW 94,9240,00,000, free of charge or at a discounted amount, and that the head of the fee paid an amount of KRW 48,00,00,000,000, which is similar to the lecture.

Therefore, the sum of each of the above costs paid by the Plaintiff is deemed to be damages incurred due to the Defendants’ violation of the exclusive contract Nos. 1 and 2. Therefore, the Defendants are jointly and severally liable to compensate the Plaintiff, barring any special circumstances. (i) ① KRW 40,622,880 + ② KRW 3,678,600 + KRW 809,00 + (iv) KRW 94,9240,00 + KRW 44,800).

B) As to this part of the expenses that the Defendants paid by the Plaintiff, the expenses for refund, such as tuition fees and teaching materials, etc., (i) cannot be deemed expenses incurred due to the termination of the first and second exclusive contract, since the Plaintiff had ordinarily existed in ordinary areas, and thus, cannot be deemed expenses incurred due to the termination of the first and second exclusive contract. Furthermore, even in cases where the expenses are deemed as expenses incurred due to the termination of the first and second exclusive contract, it is unreasonable to sum up the expenses for refund up to the period of four months past the date of termination of the contract up to December 2015, and thus, it should be limited to the expenses

However, solely on the fact that the above case of refund, which the defendant claims that the defendant had a regular existence, is similar due to different causes, it cannot be said that the above tuition fees and the tuition fees are not due to the termination of the exclusive agreement. The continued refund measures by December 2015 are deemed to be due to the fact that the goods in question were made available until the date of the examination of the ability to enter the school, so the request for refund was received later, and thus, the above assertion by the defendants cannot be accepted.

C) In addition, the Defendants asserts to the effect that there is no proximate causal relationship with the Defendants’ violation of the exclusive contract provisions Nos. 1 and 2, since the Defendants’ expenses for the provision and discount are not directly borne by the Plaintiff, but merely executed to increase public relations or future sales according to the Plaintiff’s management judgment.

However, in the event that the students who were unable to hear the lecture of Defendant B or use educational contents, such as video lectures, due to the Defendants’ violation of the 1 and 2 exclusive contract, request a refund of tuition fees, the Plaintiff’s position in the position where it is inevitable to respond to the request is provided with alternative benefits such as a flas, instead of a reporter who would reduce damage resulting from the refund. As such, it cannot be denied a proximate causal relation with the damages suffered by the Plaintiff on the ground that there was no direct expense disbursement for the Plaintiff or that it would result in a kind of business judgment in mind of the future. Thus, the Defendants’ aforementioned assertion cannot be accepted, but some of these circumstances should be taken into account in determining the scope of the Defendants’ liability as seen below.

(ii) passive damages;

A) As the Defendants’ cause attributable to the termination of the instant exclusive agreement, the Plaintiff suffered losses that would no longer obtain operating income accrued in the past through the instant exclusive agreement, and comprehensively taking account of the respective descriptions and the overall purport of the pleadings set forth in the evidence Nos. 1 and 2, the Plaintiff may recognize the fact that, from December 1, 2013 to May 5, 2015, and 31, the Plaintiff had earned income equivalent to KRW 413,171,190 per month’s sales revenue through the instant exclusive agreement with the Defendants.

Therefore, as of August 22, 2016, including the purport of the Plaintiff’s claim for passive damages against the Defendants from June 1, 2015, the Plaintiff, in fact, did not provide the Defendants with the exclusive educational content under the 1 and 2 exclusive educational agreement (i.e., KRW 53,56,760, operating income for 14 months until July 31, 2016 (i.e., monthly discharge amount of KRW 413,171,190, KRW 9.714%) and (ii) as of August 1, 2016, the Plaintiff shall be jointly and severally liable to compensate the Defendants for losses from KRW 35,50, KRW 205, KRW 165, KRW 365, KRW 1565, KRW 365, KRW 1965, KRW 365, KRW 205, KRW 165, KRW 165, KRW 375,5816, May 30, 20196).

B) As to this part, in light of the circumstances and practices of the industry of private teaching institutes, the Defendants asserted to the effect that the Plaintiff’s seek an instructor replacing the Defendant B is sufficient for 12 months, and that the Plaintiff’s passive damage should be limited to a period not exceeding 12 months.

However, even if the Plaintiff was able to earn a certain amount of operating income by receiving another instructor within 12 months, so long as it cannot be deemed to substitute the Plaintiff’s operating income under the exclusive contract with the Defendants, the above assertion by the Defendants is without merit, unless it further is required.

C) Next, the Defendants asserted to the effect that the monthly average sales should be calculated on the basis of Defendant B’s sales for the last one year or sales for the last three years from June 2012 to May 2015.

However, in the case of sales for the last one year, rather than the monthly average sales of the above recognition, the defendants are disadvantageous to the defendants, and if the defendants' assertion is based on the whole sales amount for the last three years, it would rather be difficult to properly reflect the recent trend of changes in sales. However, there is no reasonable ground to deem that calculating the monthly average sales amount as of the two years and six months from December 1, 2013 to May 31, 2015, the above assertion by the defendants cannot be accepted.

3) Limitation on liability

However, in light of the following facts and circumstances revealed in the argument of this case, imposing liability on the Defendants for the whole damages of the Plaintiff is also deemed to go against the concept of fairness. Therefore, it is reasonable to limit the scope of the Defendants’ liability to 60%.

A) Even when the Defendants violated the first and second exclusive agreement with the Plaintiff, it seems that the Defendants were due to the Plaintiff’s act of manipulating the Plaintiff’s comments.

Although it cannot be a legitimate reason for termination of the 1 and 2 exclusive contract, the act of writing manipulation itself is an illegal marketing that provides false information to the examinee for profit-making purposes, the plaintiff also was well aware of the defendant B's reputation against eradicating the act of writing manipulation, and the plaintiff's own participation in the campaign, etc. prevents the act of writing manipulation in a situation where he clearly recognizes it as a reason for cancellation of the 1 and 2 exclusive contract.

B) The Plaintiff’s refund cost, the cost of providing alternative products or lectures, the cost of providing frys, and the cost of providing frys, as well as the part due to the change of students, and the part according to the Plaintiff’s management judgment, such as public relations of private teaching institutes and increase in future sales, may be included to some extent.

C) Even based on the Plaintiff’s assertion itself, Defendant B’s sales or operating profit rate has continuously decreased from 2013 to 2015. Therefore, the Defendants’ loss of the Plaintiff’s future operating profit due to the Defendants’ violation of Articles 1 and 2 exclusive contract is highly likely to reduce due to the lapse of time.

(c) Specific amount of damages recognition;

Therefore, the Defendants are jointly and severally liable to pay to the Plaintiff KRW 623,490,288 ( KRW 1,039,150,480 x 60%) as positive damages for breach of the 1,464,673,975 (=2,411,123,293 x 60%) and each damages for delay.

4. Conclusion

Ultimately, the Defendants jointly and severally liable to the Plaintiff 7,58,164,263 won (i.e., KRW 550 million + KRW 623,490,288 + KRW 1,464,673,975 + KRW 1,464,975), among which, the Defendants are jointly and severally liable to pay the Plaintiff KRW 6,123,490,28 within the limit of 7 billion of the amount of active damages, and the amount recognized as having been within the limit of 7 billion of the amount of active damages, as the date following the date of the final delivery of the copy of the complaint of this case, which is the date of the 15th day following the date of the occurrence of the obligation to pay the Plaintiff 15th day after the date of the delivery of the copy of the complaint of this case, and the remaining Plaintiff 2,609,671,6781,67.16th day of August 22, 2016.

Therefore, the plaintiff's claim against the defendants shall be accepted within the scope of the above recognition, and the remainder shall be dismissed for each reason. Since the part against the defendants in the judgment of the court of first instance in excess of the above recognition amount is unfair with different conclusions, it shall be revoked, and all of the plaintiff's claim against the defendants as to the revoked part shall be dismissed. The remaining part of the judgment of the court of first instance is justified with the conclusion, and the remaining part of the judgment of the court of first instance shall

The assistant judge of the presiding judge;

Judges Soh Hospital

Judges Heroop