In a case where Party A’s newspaper company holding a U.S. Korea’s selection competition concluded with Party B to maintain licensing agreements concluded with Party B (Misss World) on the side of the U.S. World, Party C established Party C and concluded a license agreement with Party C, under which Party C and Party C concluded a license agreement with Party B, and subsequently held Party B, Party A’s newspaper sought prohibition against Party B, such as holding a U.S. competition using the U.S. name, the case holding that Party B, etc. cannot be deemed to bear the duty of prohibiting the above act in accordance with the MOU, where Party B, etc. sought prohibition against Party B, etc. against Party B, etc.

The case holding that Gap newspaper company, holding a U.S. competition, concluded a memorandum of understanding with Gap newspaper company, which is merely one of the world Miss World, and concluded a license contract with the U.S. Republic of Korea, and sent a winner selected as the U.S. S. S. Korean supervisor each year to the U.S. World World, which makes it difficult to maintain the license contractual relationship in the future from the S. S. World, and Eul concurrently cooperates with Eul for the purpose of maintaining the qualifications of the U.S. executive branch in the U.S., with the aim of maintaining the license of the U.S. Republic of Korea, with the view of maintaining the license of the U.S. Party, the case held that Byung established Byung company and concluded a license agreement with the U.S. executive branch in the name of the U.S., and held the U.S. S. S. S. company, and that Byung did not have the same legal motive and duty as the U.S. contract after signing the contract, and that it did not have the same legal meaning as the following agreement.

Article 105 of the Civil Act

Korea Daily Co., Ltd. (Law Firm New Light, Attorney Cho Jae-chul, Counsel for the plaintiff-appellant-appellant)

Defendant 1 and one other (Bae & Yang LLC, Attorneys Lee Ho-min et al., Counsel for the defendant-appellant)

March 15, 2012

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

The Defendants shall not act as indicated in the list [Attached]. The Defendants shall jointly and severally pay to the Plaintiff 250,000,000 won with 5% interest per annum from February 11, 2009 to the date of delivery of a copy of the application for modification of the claim and the cause of the claim in this case, and 20% interest per annum from the next day to the date of full payment.

1. Basic facts

A. The Plaintiff is a corporation engaged in the business of publishing and selling newspapers, and education and culture, and participates in various world U.S. winners selected in the relevant competitions by holding the U.S. Korea Selection Competition every year from 1955, and the Defendants, on December 17, 2010, are participating in various world U.S. winners selected in the relevant competitions. The Defendants, as those who establish and operate the World S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. E. S. S. S. E. S. S. S. S. S. S. S. S. Co. Co., Ltd. for the purpose of the organization and operation of various kinds

B. Since the Plaintiff held the Spans Korea Selection Meeting as above, the Plaintiff entered into licensing agreements with the side of the Spans World (Miss World) which is one of the world’s U.S. competitions, and entered the Spans Korea master of the Spans Korea held by the Plaintiff into the Spans Korea Selection Meeting as the Spans Korea master of the Spans Korea, and was participating in the Spans Korea Selection Meeting annually, the Plaintiff was sent from the Spans World on June 2008 to the Spans Korea, not the Spans Korea, that it is difficult for the Plaintiff to continue licensing agreements between the two.

C. Accordingly, on February 3, 2009, the Plaintiff concluded a MOU with Defendant 1 for the purpose of maintaining the qualification as a Korean supervisor of the SP World and attracting the holding, etc. of the U.S. World World Organization (hereinafter “instant MOU”) as follows.

The plaintiff (hereinafter referred to as "A") and the defendant 1 (hereinafter referred to as "the defendant 1") enter into a memorandum of understanding as follows in order to cooperate with each other in holding the U.S. S.S. Korea, the U.S. S. S. S.S., the U.S. World Organization, and the S.S. World Organization in 209:

A. L. L. L.I.

Article 1 Section B shall cooperate with the decision of Party A in all events related to the Scid organized by Party A, and shall be jointly responsible with Party A for all Publship with the head office of the Scrid.

Article 2 Section B recognizes that the right to hold any event related to the U.S. S. S. S. S. S. S. S.S. and the domestic and international conference of the S.S.S.S.S.S.S.S., which A is proceeding and held, shall proceed with negotiations and holding practices in accordance with A’s instructions

Article 3 Section B shall not arbitrarily recommend any organization, corporation, or individual other than A as an event organizer for any event related to the U.S. World, and shall not enter into any form of contract without agreement or consent with Party A: Provided, That where Party A is unable to perform his/her rights or duties as an event organizer due to inevitable circumstances, Party B and B shall be notified to the U.S. World after reaching a final agreement through sufficient consultation, and a new organizer or partnership may be recommended or entered into.

Article 4 Section B shall not enter into any contract with any other U.S. contest without Party A’s consent, shall be notified in advance to Party A of any proposal for holding an international conference, and shall disclose all the progress to Party A and make a final decision after negotiations shall comply with Party A’s instructions and decisions on all matters.

Article 5 Recognizing that Eul is a joint supervisor of the Republic of Korea, and beginning the 2009 U.S. World Games, Gap and Eul jointly enter into a contract with the Ss. S. World Director each year.

Article 6:A may dispatch B not only the World Cup but also the international competition to B as A's representative.

Article 7 Section B may not assert the right to any event related to the U.S. S. S. S. S. S. and any other event undertaken by A, and may not assert any right to the profits accrued after the event. However, with respect to the s.s. in an event held through a corporation of B at the time the corporation was established after B, the A shall make public all the terms and conditions of the s.s. for the s.s. in the event performed through the corporation of B at the time the corporation was established after B, and shall pay A the amount of compensation for about 10% of the s.s. S. S. S.’s s.s.s. in the following consultation with the condition that the A would make a decision on the s.s.

Article 8 Section B is not entitled to claim the right to the sponsoring price, i.e., a change made to the effect that A had a right to all domestic sponsoring price specified in the contract at the time of holding the US World World Organization, which is a matter agreed in advance with A prior to the cooperative relationship with B, because it was presented to A in relation to the clause that A had a right to the sponsoring price in the contract that was presented to A at the time of holding the US World Organization. As an alternative to this matter, B proposed Section 7.

Article 9 Section B shall play a role of coordinating the best under favorable terms and conditions for the interest of A when negotiating for holding the U.S. S. S. S. World World World Organization, and for the interest of A, and disclose the details of all negotiations, etc. to A, and make all final decisions in accordance with A’s instructions, and does not require any compensation for the attendance or reduction.

Article 10 Section B recognizes that the same paragraph shall apply even if A instructs or requests a negotiation on the holding of an international conference other than the U.S. World, and does not impose any demand for the holding of a sexual intercourse or reduction.

Article 11 Section B shall not require Party A to pay monthly wages, beams, medical insurance, and bonuses in any form, but may request Party A to pay expenses incurred in the event, accompanied by a receipt. Party A shall pay only the expenses recognized after reviewing the expenditure required by Party B: Provided, That at the time of the event negotiation or business trip to participate in the event or hosting of the other competition, Party B may assign a seat seat to Party B and assign a general seat at the time of the business trip for the event or hosting of the other competition.

Article 12 Section A may, when he violates the provisions set forth in the Understanding of this case or commits an act impairing the reputation of Party A, hold his responsibility and suspend all business cooperation to be developed after the occurrence of the following, and where Party B fails to present a legitimate and reasonable reason for its payment, it shall be subject to the decision of Party A.

D. After the conclusion of the instant MOU, the Plaintiff paid KRW 250 million to the Defendants on February 11, 2009, which was the date of the conclusion of the instant MOU, and until the year 2009 and 2010, the Plaintiff’s license contractual relationship with the Plaintiff and the U.S. World continued to exist.

E. Meanwhile, on November 2010, the U.S. World sent to the Plaintiff an intention that the Plaintiff would not renew the license agreement with the Plaintiff lastly, and the Defendants concluded a license agreement with the U.S. company on July 8, 2011 with the U.S. company’s name, and held the U.S. Korea S. on August 30, 201.

[Reasons for Recognition] Facts without dispute, Gap evidence 1 to 12, Eul evidence 1 to 16 (including each number; hereinafter the same shall apply) and the purport of the whole pleadings

2. The parties' assertion

A. The plaintiff's assertion

1) The Plaintiff expressed that Defendant 1 is the representative of the U.S. headquarters of the U.S. World and proposed that the Plaintiff be able to maintain the qualification as the representative of the U.S. World's headquarters in the future, and that he will be able to win the Republic of Korea of the U.S. World World. In addition, the Plaintiff concluded the instant memorandum of Understanding with the Defendants and paid KRW 250 million to the Defendants in return for the performance of the Defendants' obligations to be borne by the Defendants under the above memorandum of Understanding. At that time, Defendant 1 provided the Defendants with the position of directors of the U.S. Organizing Committee of the U.S. Organizing Committee and settled the actual expenses incurred in the performance of the duties under the above memorandum of Understanding, and performed all the obligations under the above memorandum of Understanding of Understanding of this case. Accordingly, the instant memorandum of Understanding of this case became conclusive as a binding contract.

2) However, (i) actual Defendant 1 did not have been granted the license of the representative, etc. of the headquarters of the U.S. World from the original U.S. World, as well as (ii) the Defendants concluded a license agreement with various world U.S. Congresss and concluded the license agreement with the Plaintiff without the Plaintiff’s permission, and (iii) refused the renewal of the license agreement with the Plaintiff at the end of 2010, with the end of 2010 due to continuous drinking between the U.S. World and the Plaintiff. Furthermore, Defendant 1 declared the invalidity of the instant MOU as of April 2010, declared the invalidity of the instant MOU and established the non-party company, and breached all the obligations under the MOU by concluding the license agreement with the U.S. side and the exclusive licensee.

3) Therefore, the Defendants shall not engage in any act that is contrary to the MOU in the future (attached Form) list. ② Meanwhile, as seen earlier, the Defendants deceiving Defendant 1 to enter into the instant MOU as if they were qualified to represent the headquarters of the Republic of Korea in the U.S., and take over KRW 250 million in return for the signing of the instant MOU as if they were aware of the Plaintiff, and did not properly perform the obligations under the above MOU, the Defendants are obligated to return the said 250 million as damages based on tort committed by deception or nonperformance of obligations and damages for delay.

B. The defendants' assertion

1) In the situation where the Plaintiff was delivered by the Scad to the effect that it is difficult to maintain the license agreement with the Plaintiff as described in the above paragraph 1-b) as at the time, the Plaintiff proposed that Defendant 1, the representative of the headquarters in the Scrid, who was promised to conclude the license agreement with the Plaintiff, should first conclude the memorandum of understanding. Accordingly, the instant memorandum of understanding was concluded between the Plaintiff and the Defendants. The pertinent memorandum of understanding was not prepared in the purport of confirming the matters of mutual understanding at the negotiation phase prior to the conclusion of this contract (or within the meaning of a declaration seeking best cooperation to the Defendants), and thus, it cannot be deemed as having been effective as a binding contract. In addition, since Defendant 1 requested the Plaintiff several times after the conclusion of the above MOU, but the conclusion of this contract was concluded due to the failure of the Plaintiff, the above MOU was concluded at that time, and the above list and the Defendants’ act cannot be seen as having been concluded at the end of 200 years, even if the above MOU had no legal binding force between the Plaintiff and the Defendants’s.

2) Meanwhile, Defendant 1 cannot be deemed to have renounced the negotiation of independent license contracts with the Sscong that the Defendants promoted in the course of concluding the above MO angle, arranged the Scong side representative and the Plaintiff’s cooperation in the year 2009, and caused the Plaintiff to reach an agreement related to the holding of the Republic of Korea, such as the Scong World World conference, and caused the reduction of the contract deposit to be held. The Plaintiff paid 250 million won to the Defendants voluntarily in terms of Defendant 1’s effort, performance, etc. compensation and honorable treatment as to the above efforts, performance, etc., and thus, it cannot be deemed that the Defendants received the said money by deceiving the Plaintiff, or the Plaintiff paid the said money as a consideration for the Defendants’ performance of the Defendants’ obligations under the MOU in this case, and there is no fact that the Defendants violated the duty of cooperation under the above MOU and thus, it is difficult to deem that the Defendants is liable for tort or nonperformance as alleged by the Plaintiff.

3. Determination

A. As to the claim for prohibition of the act in the list (attached Form) based on the instant memorandum of Understanding

1) In order to establish a contract, the parties’ agreement is required to be reached, and such agreement does not require that the parties have to agree on all essential or important matters which form the content of the contract. However, in the case of a disposal document, the effect of the agreement should not be determined in accordance with the sign of the language, form or name, but in general, in the case of a memorandum of understanding which plans the conclusion of this contract, it is the freedom of the parties, and it is easy to negotiate and make an effort to conclude this contract. As such, the parties’ agreement should not be deemed as this contract merely because they stated the contents of the agreement in detail in the memorandum of understanding. Furthermore, even if the parties were to have concluded only on the part of the matters which form the content of the contract, and have started to perform as if they did not have concluded this contract, so long as the parties have to faithfully and faithfully bound both parties, they should not be deemed as having reached the agreement and have reached an agreement with the parties’ genuine intent to make an agreement 200 (see, e.g., Supreme Court Decision 2000Du5205).

2) Examining the specific text and text of the instant MOU in light of such legal principles, first of all, the provision that the Plaintiff and Defendant 1 enter into the instant MOU for mutual cooperation in holding the World Congress in 2009 begins. Defendant 1 and the Plaintiff confirm that they have the right to hold events related to the MOU, and further, Defendant 1 and the Plaintiff specifically stipulate certain parts of the Defendants’ obligations to be borne by the Defendants, including, but not limited to, recommending any third party other than the Plaintiff as the event, or not allowing the Plaintiff to independently enter into a contract with the other USP including the POS without agreement with the Plaintiff. ② According to the above evidence, following the conclusion of the above MOU, Defendant 1 renounced the conclusion of the MOU with the U.S. side, and arranged to enter into the negotiations related to the 2009 World MOU with the Plaintiff and the U.S. side, during which the Plaintiff began to perform their duties related to the Plaintiff’s work.

3) However, in light of the following circumstances acknowledged by essential evidence, i.e., (i) the Plaintiff’s delivery of its intent to continue to execute the agreement with the Plaintiff on June 208, 2008, and (ii) the Defendants’ conclusion of this case’s e-mail contracts with the Defendants, which had been concluded before and after the 209 license agreement, did not appear to have been concluded with the Defendants on the following grounds: (i) the Defendants did not appear to have been able to have been able to enter into the e-mail agreement with the Defendants under the premise that the Defendants would not have been able to enter into the e-mail agreement with the Defendants on the grounds that the Defendants would not have been able to enter into the e-mail between the Defendants and the Defendants, and that the Defendants would not have been able to enter into the e-mail agreement with the Defendants on their own before and after the 2009 license agreement; and (iii) the Defendants’ conclusion of this case’s e-mail agreements with the Defendants, including the first and the e-mail agreement.

4) Therefore, the Defendants cannot be deemed to bear the duty of not performing any act as described in the list (attached Form) in accordance with the instant memorandum of Understanding already invalidated as above. Thus, this part of the Plaintiff’s assertion is without merit.

[A. As seen earlier, even if a certain provision of the above MOU remains effective as a conclusive agreement that generates a specific obligation to the parties, considering the content and purport of the overall provision, including the preamble of the above MOU, the purpose to be achieved by the parties with the above MOU and the genuine intent of the parties, the above MOU is concluded with a view to regulating the relationship between the Plaintiff and the Defendants only with respect to all matters pertaining to the holding of various U.S. events to be achieved in the year 2009, and at least after the end of the 2009 U.S. World Games, it shall not be deemed to have a legal effect binding upon the parties in any sense (in particular, it is difficult to conclude a contract with the Plaintiff and Defendant 1 on the beginning of the 2009 U.S. World Games each year with the beginning of the 2009 U.S. World Games with their mutual cooperation with the Plaintiff and the Defendants in the case of Article 5 of the MOU in this case, which is no more specific legal relationship between the Defendants and the Defendants’ obligation to conclude the above 200.

B. As to the claim for damages based on tort or default

In light of the above facts and records, the defendants paid KRW 200 million to the defendants since long time after the conclusion of the statement of understanding with the defendants, and the defendant 1 used the above order to the plaintiff at the time of conclusion of the above 00 billion. However, the defendants did not know that the defendant 1 was the representative of the headquarters of the Republic of Korea at the time of conclusion of the above 00 billion won and that the defendants did not know that the defendants did not know the above 00 billion won in advance of the above 00 billion won in consideration of the above facts and the facts that the defendants paid the above 00 billion won in consideration of the above 10 billion amount in consideration of the above facts and the facts that the defendants did not know about the above 00 billion amount in consideration of the defendant's duty of 0 billion in consideration of the defendant's understanding and the facts that the defendants did not know about the above 100 billion amount in consideration of the above 100 billion amount in consideration of the defendant's understanding that the defendants did not know the above 20000 billion won in consideration.

4. Conclusion

Therefore, the plaintiff's claim against the defendants of this case is dismissed in its entirety as it is without merit. It is so decided as per Disposition.

[Attachment] List: omitted

Judges Lee Jae-hee (Presiding Judge)

Note 1) The Plaintiff asserts to the effect that Defendant 1 was only a Korean agent for the events of the chronty World (Beauty World) as well as a donation event, which was held by Defendant 1 on March 15, 2011 from the Sscad’s side.

Note 2) The Defendants asserts to the effect that Defendant 1 was legally granted the U.S. headquarters representative qualification from the U.S. headquarters on or around April 2008.