Methods of interpreting the intentions of the parties expressed in the disposition documents

Article 105 of the Civil Act

[Plaintiff-Appellant] Plaintiff 1 and 1 other (Law Firm Doz., Counsel for plaintiff-appellant)

Han Bank Co., Ltd. (Law Firm LLC, Attorneys Shin Sung-si et al., Counsel for the plaintiff-appellant)

The Korea Trade Insurance Corporation (Law Firm Squa, Attorneys Limited-level et al., Counsel for defendant-appellant)

Seoul High Court Decision 201Na105227 decided September 20, 2012

The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As long as the formation of a disposal document is recognized as authentic, the court shall recognize the existence and content of the declaration of intent in accordance with the language and text stated in the disposal document unless there is any clear and acceptable counter-proof as to the denial of the contents stated therein. In a case where there is a conflict of opinion regarding the interpretation of a contract between the parties and the interpretation of the parties expressed in the disposal document is at issue, the court shall reasonably interpret the document in accordance with logical and empirical rules by comprehensively taking into account the contents of the text, the motive and background leading up to the agreement, the purpose to be achieved by the agreement, the parties’ genuine intent, etc. (see Supreme Court Decision 2002Da6753, Jun.

2. According to the reasoning of the lower judgment, the lower court: (a) concluded the instant contract on June 12, 2006 with the owner of the instant vessel to construct the instant vessel at USD 4,50,00,00, which was not entered into by the Plaintiff’s issuance of the instant LS 1 and the Plaintiff’s issuance of the instant sales contract to the small and medium-sized vessel (“SSS 2”); (b) concluded the instant contract with the owner of the instant vessel to temporarily purchase the instant vessel at KRW 30,000,000,000, which was not entered into by the Plaintiff’s purchase of the instant vessel and KRW 950,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,00,00,00,00.

3. In light of the language and purpose of Article 3 of the Special Agreement, the details and motive of Article 3 of the Special Agreement, the Plaintiff’s submission of evidentiary data on the construction of a ship from the SSS shipbuilding, and the Plaintiff’s intent, etc. inferred from the payment of advance payment to the SS shipbuilding, Article 3 of the Special Agreement is interpreted to the effect that “the Plaintiff should only pay the amount actually spent on the construction of a ship after confirming the cost input plan submitted by the SS shipbuilding and relevant evidentiary data.”

However, it is difficult to accept the judgment of the court below that it is against Article 3 of the Special Agreement that the Plaintiff’s payment of the full value-added tax in the tax invoice, etc. submitted by the Sls Shipbuilding without deducting the relevant part of value-added tax

According to the reasoning of the judgment below and the records, ① when SSS shipbuilding is supplied with raw materials in the course of shipbuilding, it does not bear value-added tax from the beginning when it was issued a purchase confirmation from the foreign exchange bank. However, if it was not issued in advance, it can only be paid proceeds including value-added tax. ② If so, even if it is possible to get refund later, value-added tax paid in the process of shipbuilding itself can be seen as an amount actually paid for shipbuilding. ③ Meanwhile, the Plaintiff and the Defendant did not mention value-added tax at the time of concluding the export guarantee insurance contract of this case, and there was no mention about value-added tax Article 3 of the Special Agreement; ④ Even if the Plaintiff requested the interpretation of “after receipt of relevant evidence in accordance with the vessel cost input plan” of Article 3 of the Special Agreement on April 2, 2008, the Defendant should also be admitted to the effect that it was not able to receive value-added tax, reply to the cost input contract, and advance payment statement, etc. as well as the evidence that it was paid to the Defendant.

Examining these circumstances in light of the legal principles as seen earlier, even if the Plaintiff is liable to pay only the amount actually spent on the construction of a ship pursuant to Article 3 of the Special Agreement, it is difficult to deem that the Plaintiff and the Defendant, at the time of the agreement under Article 3 of the Special Agreement, intended to include the value-added tax that was spent on the construction of a ship in the course of the construction of a ship in the Plaintiff’s duty

Nevertheless, solely based on the circumstances indicated in its reasoning, the lower court determined that the Plaintiff’s act of paying the advance payment to the SSS shipbuilding without deducting the value-added tax not included in the shipbuilding cost constitutes a violation of Article 3 of the Special Agreement. In so doing, it erred by misapprehending the legal principles on the interpretation of legal act and disposition documents, thereby adversely affecting the conclusion of the judgment. The allegation contained in

4. Therefore, without examining the remaining grounds of appeal, the judgment of the court below is reversed, and the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim So-young (Presiding Justice)