In a case where Party A and Party B notified Party C, an entertainment management company to which they belong, of the termination of the exclusive contract on the ground of the breach of the contract, and then filed a lawsuit, and sought confirmation of the invalidity of the entire exclusive contract, and claimed the termination of the exclusive contract as preliminary, the case holding that the exclusive contract was not null and void, but the exclusive contract was terminated with Party B’s expression of intent to terminate the exclusive contract.

The case holding that in case where Gap and Eul filed a lawsuit after notifying Byung corporation, which are entertainment management companies to which they belong on the ground of their violation of this contract, and sought confirmation of the whole invalidation of the exclusive contract on the ground that important provisions such as contract term, termination of contract, reversion of rights, profit distribution, compensation for damages, etc. among the exclusive contract are null and void in violation of good morals and other social order stipulated in Article 103 of the Civil Act and the remaining provisions alone cannot achieve the purpose of the exclusive contract itself, and they asserted the termination of the exclusive contract, the exclusive contract cannot be deemed null and void in light of the standard exclusive contract and the content of the exclusive contract as to the number prepared by the Fair Trade Commission, since it is difficult to view the above provisions to be contrary to good morals and other social order stipulated in Article 103 of the Civil Act, since Byung intentionally violated the exclusive contract because it did not perform all the settlement, distribution, or settlement report as set forth in the exclusive contract.

Articles 103, 543, and 550 of the Civil Act

Plaintiff 1 and one other (Law Firm C&P, Attorneys Kim Sang-hoon, Counsel for the plaintiff-appellant)

Lee Man-Ticom Co., Ltd. (Law Firm Completion, Attorney Oh Jeong-hoon, Counsel for the defendant-appellant)

July 16, 2012

1. It is confirmed that each exclusive agreement entered into on December 1, 2010 between the Plaintiffs and the Defendant is invalid due to the termination of the contract on May 26, 201.

2. The plaintiff's primary claim is dismissed.

3. The costs of lawsuit shall be borne by the defendant.

1. The primary purport of the claim

It is confirmed that each exclusive agreement entered into on December 1, 2010 between the plaintiffs and the defendant is null and void.

2. Preliminary purport of claim

It is the same as the order (the plaintiff does not separately state the preliminary claim, but claims for the termination of the contract with the preliminary claim, so it is possible to do so as to do so as to make the preliminary claim No. 1).

1. Basic facts

A. Plaintiffs 1 and 2 engage in activities under the name of “Sulra” and “Skid,” respectively. The Defendant is an entertainment management company that conducts entertainment agency business, various sound recording and production business, etc.

B. On December 1, 2010, the Plaintiffs entered into an exclusive agreement with the Defendant to manage and act on behalf of the Plaintiffs’ entertainment activities (hereinafter “instant exclusive agreement”).

Article 2 (Delegation Affairs)

The Plaintiffs shall delegate their exclusive management authority over the following activities to the Defendant, and the Defendant shall promptly and appropriately exercise this authority:

(1) Entertainment of the entire artistic activities;

(2) Contribution negotiations

(3) Conclusion and termination of a contract by a third party

(4) The overall exclusive management of public relations and advertising contributions;

(5) Entertainments recognized as entertainment activities of the plaintiffs, such as character through various media by type, type, Internet mobile, etc.

(6) The receipt of the price for the plaintiffs' entertainment activities shall be established and managed in the name of the plaintiffs, and the bank account shall be used and managed, and the plaintiffs shall be notified and distributed under the principle of settlement of profits.

Article 3 [Advance Contract Deposit and Contract Terms]

1. The exclusive amount of this contract is KRW 2 million per won per annum. This contract takes effect at the same time upon the conclusion of the contract, and the principal down payment shall be paid to the plaintiffs within five days after the conclusion of the contract.

2. The term of this Agreement is from December 1, 2010 to November 30, 2015 (60 months). During the term of this Agreement, the Defendant shall undertake the exclusive exclusive management authority under Article 2 of this Agreement.

3. Where the Plaintiffs cannot engage in entertainment activities for a long time due to inevitable reasons, such as long-term overseas travel and health care during the contract period, the contract period shall be automatically extended to the degree of the blank period.

4.The exclusive amount of this contract shall be the down payment received from the existing Kiroy Y Group.

Article 5 (Obligation of Defendant)

1. The defendant shall faithfully perform the following duties during the contract period:

(1) The defendant shall actively support the plaintiffs' creative works, musical musical works, dance, works (authors, valleys, valleys, etc.), and other artistic contribution activities, etc., and shall provide appropriate educational opportunities, places, and expenses necessary for the acquisition and improvement of their talents, qualities, and skills.

(2) The defendant takes charge of planning, composition, and connection with the plaintiffs' radio and television programming, drama, container, film, research, advertisement (CF), photographing, publications, and all other entertainment activities (hereinafter referred to as "contribution activities"), etc., and concludes a contract with a third party for this purpose and directly claims and receives profits therefrom from the third party and distributes them to the plaintiffs.

(3) The defendant concludes a contract necessary for character business using the plaintiffs' name, name, etc. with a third party, and directly claims and receives it from a third party and distributes it to the third party.

④ When the Plaintiffs received the revenues under paragraphs (2) and (3) from a third party, the Defendant shall notify the Plaintiffs of the fact of receipt and the amount received.

(5) The defendant shall make every effort to conduct public relations and publicity activities for the plaintiffs.

6. The defendant approves the acceptance of a transfer recommendation as to the plaintiffs' good faith and futureity when the plaintiffs intend to transfer to other companies upon termination of the contract.

(7) The defendant shall faithfully perform all kinds of support affairs necessary for entertainment activities and the right of management for entertainment activities so that the plaintiffs may exercise their own talent and ability to the maximum extent.

(8) The defendant shall not disclose matters concerning the plaintiffs' personal status acquired in the course of performing his/her duties, which may impair the reputation of the plaintiffs.

(9) All other affairs incidental to the affairs specified in the subparagraphs shall be performed in good faith.

Article 6 (Rights of Defendant)

1. During the term of this contract all the rights produced through performances, musical records, musical records, images, portraits (such as sound or image, portraits, etc.), digital printing rights (right derived from neighboring rights to MP3, selling, distributing through the wired and wireless Internet, such as MP3, Staking, and mobile services), video records (any object produced so that the sound or image can be reproduced by fixing it in a tangible object), radio and television programming, drama, container, film, drama, advertisement (CF), photography, publication, character, video material, etc.), rights related to the production, reproduction right, sales right, portrait, Mring or mobile material, rights related to profits and all other dispositions to the Defendant permanently within the fixed scope of all other tangible objects, rights related to profits and losses, rights related to the Defendant.

(Phonograms, video products, video records, hereinafter referred to as “video records”)

(Strealing, multi-later, mobile, labeling, sound, etc. - - "digital trademark right" (hereinafter referred to as "digital trademark right").

2. The defendant has all the rights to use the plaintiffs' names, calligraphic names, photographs, portraits, writing notes, and each other in a contract with a third party, conclude contracts with a third party, take profits, and dispose of them.

Article 7 (Duties of Plaintiffs)

1. In order to achieve the purpose of this Agreement, the Plaintiffs are obligated to perform each of the following subparagraphs in good faith during the contract period:

① The Plaintiffs shall faithfully perform their duties when the Defendant engages in exclusive management activities pursuant to Articles 2, 6, and 7.

(2) The plaintiffs shall, at the request of the defendant, faithfully perform all duties incidental to planning, production, video records, new video works, character works (including MD), public relations, publicity, publicity, contribution, entertainment activities, and entertainment activities by a third party who has entered into a contract with the defendant or the defendant.

2. The plaintiffs shall not engage in the activities specified in any of the subparagraphs of the preceding paragraph on behalf of a third party who did not conclude a contract with the defendant, and in extenuating circumstances, they may engage in such activities after obtaining the defendant's prior consent in writing

3. The plaintiffs must inform the defendant of the fact that when receiving a proposal regarding entertainment activities from a third party during the contract period, the third party entrusted the right to all entertainment activities of the plaintiffs to the defendant, and also notify the defendant of such fact.

4. The Plaintiffs shall not be produced or withdrawn from other companies, such as the same work, Mechising, etc. where the remaining contract period remains in the sound records produced or sold by the Defendants even after the contract period as well as in the contract period expires, and in respect of the rights under Article 6.

5. The plaintiffs shall not leak out the defendant's company information and duty known to him.

6. The plaintiffs shall not commit any act detrimental to the honor of the defendant or impeding the plaintiffs' entertainment activities by violating the laws and subordinate statutes or causing social water (a crime punishment due to fraud, narcotics, etc.) during the term of this contract, and shall maintain the physical condition suitable for the plaintiff's activities by all the actors at all times.

Article 8 (Rights of Plaintiffs)

The plaintiffs have the right to inquire of the defendant about the matters related to the entertainment activities of the plaintiffs (a contract with the defendant including the plaintiff and a third party) and to receive the notification including evidential documents from the defendant.

Article 9 [Distribution and Settlement of Profits)

1. The plaintiffs' distribution of contract revenue arising from the work under Articles 2, 5, 6, and 7, such as Drama's contributions, film and CF contributions, photographs, various events contributions (private gatherings, windows), character projects, digital editions, records, video records, video products (such as objects in which the types of images, etc. are fixed, VVD, DV, and Home), etc., shall be made in advance after deducting direct expenses related to various kinds of contributions for each case of contribution work, and the settlement shall be made to 40% of the plaintiffs, and the settlement of online sound source revenue shall be made in 1 to 3 years, 80%, the plaintiffs, 20%, 70%, 4 to 5 years, and 30% of the plaintiffs, respectively, within 30 days of the settlement of accounts, and 10% of the revenues from the settlement of accounts, and 30% of the profits from the settlement of accounts within 30% of the profits from the end of each month.

2. The defendant shall bear the actual costs of music reports, transportation costs, maintenance costs, recreation costs, storage costs, the cost of producing sound records and video products, and medical expenses incurred in performing his/her duties;

3. The case cost of the Plaintiffs’ broadcast contribution is used by the Defendant as the subsidization cost of the Plaintiffs’ contributor.

Article 10 (Non-performance of Obligations)

Where the defendant or the plaintiffs violate each provision of the distribution and settlement of profits under Article 9, the other party shall set a grace period of 30 days and request the offender to correct the violation within that period. If the violation is not corrected within the above period, the other party may cancel this contract and claim damages.

Article 12 (Cancellation or Termination of Contracts)

1. The defendant may cancel or terminate this contract for any of the following reasons: Provided, That if the plaintiffs fail to perform this contract for health reasons, the defendant shall set the prior notice period for at least six months prior to the cancellation or termination of this contract:

1. Where the plaintiffs fail to perform their obligations under this Agreement for health, or for any other reason.

(2) Where the privacy of the plaintiffs is unsound or it is bad to conduct any other conduct.

③ The Plaintiffs have injured the Defendant’s credit and honor.

④ The Plaintiffs intentionally breached this contract.

2. The Plaintiffs may cancel or terminate this contract on the following grounds:

1. Where the defendant is unable to perform his/her obligations under this Agreement due to bankruptcy or closure of business.

(2) Where the Defendant damages the credit and reputation of the Plaintiffs or the “A soldier”

3. If the Defendant intentionally breached this contract

Article 13 【Damages】

Where this contract is terminated in accordance with Paragraph 1 or 2 of Article 12, the plaintiffs or the defendant shall calculate the average daily amount on the basis of the other party's total income and investment cost (the "total income of the other party" means the sum of the amount distributed to the other party in accordance with Article 9 and the expenses invested to the plaintiffs from the contract date) until the termination of this contract, and pay the average income amount equivalent to the remaining contract period as damages.

C. After that, on January 4, 2011, the Defendant respectively produced and sold Plaintiff 1’s Washington “Sorow” and Plaintiff 2’s Washington on January 11, 201.

[Reasons for Recognition] Facts without dispute, Gap evidence 1, 2, Gap evidence 5-1 to 5, the purport of the whole pleadings

2. Judgment as to the main claim

A. Summary of the plaintiffs' assertion

The instant exclusive contract provides that the term of the contract shall be extended automatically for a period of absence, not for a mutual agreement, even in cases where the grounds for automatic extension are all five years or more, and the grounds for automatic extension are not for the plaintiffs responsible, and such extension shall be extended automatically for a period of absence. In contrast to the fact that the Defendant may escape relatively freely from the binding force of the contract, the Plaintiffs are unable to assert the grounds for termination stipulated in the said exclusive contract and terminate the contract with the Defendant, and they are bound to act only with the Defendant for five years, and there is no other way to escape from the binding force of the contract during that period. Thus, Article 3 subparagraphs 2 and 3, and Article 12 (1) 1, 2, 12 (2) 1 and 2 of the said exclusive contract are in violation of good customs and other social order as stipulated in Article 103 of the Civil Act.

In addition, the benefit distribution clause of the instant exclusive agreement (Article 9) stipulates that the profits distribution clause of the instant exclusive agreement shall be distributed to Defendant 80%, Plaintiffs 20%, Defendant 70%, and Defendant 30% for the four to five years, and Defendant within five years, the contract term of contract shall be deducted from the Defendant, and the remaining 70-80% of the net profit shall be distributed to the Defendant. The right attribution clause (Article 6) stipulates that all the rights of the copyright, etc. produced through the performance of the Plaintiffs shall be exclusively and permanently reverted to the Defendant within the scope of validity. The Plaintiffs shall not receive profits from the Defendant until they contribute to the broadcasting media after they engage in entertainment activities for a considerable period of time, while the Defendant is contrary to equity as it brings all various rights, such as copyrights, which can be expected that the Plaintiffs may be guaranteed through the activities, and thus, it violates good morals and social order as prescribed by Article 6 and Article 9 of the said exclusive agreement.

Finally, the damages clause of the exclusive contract of this case (Article 13) provides the plaintiffs' liability to compensate for damages at the time of termination of the contract due to the plaintiffs' breach of contract, while it is unfair for the plaintiffs to have no obligation to compensate for damages at the time of termination of the contract due to the defendant's breach of contract, and it is difficult for the plaintiffs to anticipate the amount of damages and to cope with it in reality. Thus, in fact, the above exclusive contract of this case is remarkably unfair and contrary to social order, and its contents violate good morals and other social order as stipulated in Article 103 of the Civil Act.

Therefore, inasmuch as all important provisions, such as the term of contract, distribution of profits, rescission of a contract, and compensation for damages, are null and void by Article 103 of the Civil Act, the remaining provisions of the exclusive agreement alone cannot achieve the purpose of the exclusive agreement itself, and the parties also cannot be deemed to have concluded the exclusive agreement with the remainder of the provisions, even if there is no such provision. Thus, the above exclusive agreement is null and void.

B. Determination

(1) First of all, in the case of the instant exclusive entertainment contract, Article 3(1) and Article 12(2) of the Act provides for the Plaintiffs’ assertion on the above exclusive entertainment contract terms (Article 3(3) and Article 12) and the above exclusive entertainment contract terms (Article 12) as seen earlier, but the overall purport of pleading No. 1 is acknowledged as follows: (i) where the standard exclusive entertainment contract term exceeds 7 years, the right to terminate the contract is recognized as reasonable contract term (Article 3(2)); and (ii) where a company’s normal entertainment activities are unable to be performed on the grounds of its personal life (Article 3(4) of the Act), it is difficult to determine that the contract term should be extended to the extent that the Plaintiffs violated the above exclusive entertainment contract terms (Article 3(1) and Article 12); and (3) of the Act provides for the Plaintiffs’ exclusive entertainment contract terms as well as the aforesaid exclusive entertainment contract terms and conditions to maintain good morals and dignity; and (3) it is difficult to deem the Plaintiffs to have agreed upon the above exclusive entertainment contract terms and conditions to be extended to the minimum period of contract terms.

2) Next, as to the plaintiffs' assertion on the right attribution clause (Article 6) and profit distribution clause (Article 9) of the instant exclusive agreement, it is difficult for the above company to recognize the Plaintiffs' exclusive right distribution clause (Article 6 and Article 9) of the said exclusive agreement as seen earlier. Meanwhile, the aforementioned standard exclusive agreement clause (Article 10) provides that the content developed and produced by the management company in connection with the Astst (referred to the outcome developed and produced through various media in connection with the Aststru's entertainment activities) shall belong to the above company, and the right to use the content containing Astru's performance shall be granted to the above company automatically at the same time, but it is difficult for the above company to recognize the Plaintiffs' exclusive right distribution clause (Article 6 and Article 9) of the said exclusive agreement, and the circumstances acknowledged by the evidence as seen earlier, i.e., distribution of royalties and revenues from the above standard exclusive agreement, and there is no need to separately recognize the Plaintiffs' exclusive right distribution ratio of profits from the production and distribution of entertainment equipment or other cost associated with the entertainment activity.

3) Finally, regarding the plaintiffs' assertion on the damages clause (Article 13) of the instant exclusive agreement, the contents of Article 13 of the said exclusive agreement are as seen earlier, and the plaintiffs can also claim damages against the defendant in itself, and it is difficult to conclude that specific damages are limited to the average income amount corresponding to the remaining contract period after the termination of the contract, so it is considerably large to the plaintiffs' honor. Thus, it is difficult to see that the damages clause of the instant exclusive agreement (Article 13) violates good morals and other social order under Article 103 of the Civil Act, and there is no evidence to acknowledge otherwise.

4) Therefore, the plaintiff's primary claim is without merit.

3. Judgment on the conjunctive claim

A. Facts of recognition

1) The Plaintiffs resided in the accommodation provided by the Defendant from December 1, 2010 upon the conclusion of the instant exclusive agreement, and announced and announced each of the above offenses, as seen earlier, and retired from the accommodation at the Defendant’s request on March 201.

2) From April 201, the Defendant, from around April 201, suspended entertainment entertainment management related to each of the plaintiffs' respective types of Washingtons, and served as an owner of entertainment for the entertainment activities of "BoM", a new group (the plaintiff is not placed in the defendant's homepage) (the plaintiff is not placed in the defendant's homepage) and the plaintiffs, the entertainment activities of which were suspended, notified the defendant of the termination of the instant exclusive contract on May 26, 201.

3) Meanwhile, each of the plaintiffs’ respective phishing letters was offered as a sound source service from January 201 to June 201. The defendant from January 201 to June 2012, 7,177,043 won in total from each of the above phishing companies from each of the phishing sites to each of the above phishing music, etc., but it was paid only once by notifying the plaintiffs of the report on the revenues of the above phishing usage fee or paying the settlement amount.

[Reasons for Recognition] Facts without dispute, Gap evidence 3, Eul evidence 10-1 to 12, the purport of the whole pleadings

B. Determination

1) Determination as to the cause of claim

According to Article 9 (1) of the instant exclusive contract, the settlement of online sound source earnings shall be settled and distributed respectively by Defendant 80%, Plaintiffs 20%, Plaintiffs 4-5%, and Plaintiffs 30%, after deducting all expenses incurred in conducting the business directly by the Defendant. All revenues shall be settled at the end of each month and notified of the report (settlement of accounts and sales volume) within the 10th of the following month, and shall be paid within the 30th of the following month. The Defendant intentionally violated the instant exclusive contract because it did not perform all the obligation to provide the Plaintiffs with the settlement, distribution, or sales report under Article 9 (1) of the instant exclusive contract, and thus, the instant exclusive contract was terminated on May 26, 2011, when the Plaintiffs expressed their intention to terminate under Article 12 (2) 3, barring any special circumstance.

2) Judgment on the defendant's assertion

As to this, the defendant did not settle and distribute the above online music costs or notify the plaintiffs of the report under the above exclusive contract of this case, the reason why the defendant paid at least KRW 50 million for four months with respect to each of the plaintiff's each of the above online music costs pursuant to the above exclusive contract of this case, and the income from the plaintiffs' entertainment activities did not exceed the above expenditure costs, and thus, it did not constitute grounds for termination of the above exclusive contract. However, Article 9 (2) of the above exclusive contract of this case argues that the above exclusive contract does not constitute grounds for termination. However, the defendant's obligation to notify the plaintiffs of the settlement report of accounts to the plaintiffs is recognized regardless of whether the plaintiff's each of the above expenditure costs incurred with respect to the plaintiff's each of the plaintiff's each of the drinking music costs. Thus, the defendant's assertion on different premise is without merit.

4. Conclusion

Therefore, the plaintiff's main claim is dismissed as it is without merit, and the plaintiff's main claim is accepted as it is with merit, and it is so decided as per Disposition.

Judges Lee Jae-hee (Presiding Judge)