[1] A person to be a party to a contract under English law, which is the governing law of a charter party, where the party's signature was signed in his/her own name without indicating his/her qualification (i.e., a person whose name was written in the signature column)

[2] In a case where the governing law applicable to a voyage charter agreement entered into by Gap corporation is the English law, and the customer/account column of the main sentence of No No. 1 signed and sealed by Eul corporation as the shipowner stated "A company for Eul" but in the form of signature and seal of the charterer for the end charterer for Eul corporation, Byung corporation signed and sealed Eul corporation under the name of Byung without stating the terms on behalf of Eul corporation, the case holding that Byung corporation entered into the above voyage charter agreement as a party in light of the fact that Byung did not clearly indicate that Byung corporation entered into the contract as its agent except the expression indicated in the customer/account column of the letter of No. 1/Account for the letter of No. 1, and there was no evidence to prove that Eul corporation delegated Eul corporation the power to conclude the voyage charter agreement with Byung corporation as its agent, and that Eul consistently denied the contractual relationship with Eul corporation

[1] Article 25 of the Private International Act, Article 105 of the Civil Act, Article 827 of the Commercial Act / [2] Article 25 of the Private International Act, Article 105 of the Civil Act, Article 827 of the Commercial Act

Plaintiff (Attorney Yoon Nam-ho et al., Counsel for the plaintiff-appellant)

Pakistanton Service Co., Ltd. and one other (Law Firm Jeonn, Attorneys Kim Sang-soo et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 2016Na2032641 decided March 24, 2017

All appeals are dismissed. The costs of appeal are assessed against the Plaintiff.

The grounds of appeal are examined.

1. A. The voyage charter of this case is an international maritime goods contract (name omitted) which transports 6,000 camblings from Malaysia to ○○○○○○○, etc. transporting 6,000 camblings from Malaysia to △△, etc., and its governing law should be determined in accordance with the Private International Act in terms of foreign elements. Article 25 of the Private International Act provides for the governing law of the contract as the law of which the parties have chosen explicitly or implicitly.

On November 5, 2013, Defendant U.K., signed and sealed by Defendant U.K. as the shipowner, stated that “Fixure No.m.” was “Fixure No.m.,” but the lower court decided to comply with GRAINCON94, one of the international standard contract forms, except as explicitly agreed by the parties. The above form provides that the parties shall comply with the English law if there is no separate declaration of intention between the parties. No separate declaration of intention is found under the voyage charter of this case. Thus, the governing law applicable to the voyage charter of this case is the English law.

B. (1) In determining the legal meaning and effect of the terms chosen by the parties, a court under English law shall evaluate the reasonable person on the basis of which meaning should be objectively understood in light of the circumstances known to him/her. In particular, the interpretation of the language and meaning of a contract basically follows the ordinary and natural meaning. Therefore, if a charter contract provides that “for another person or acting on behalf of another person,” it shall be interpreted as a ordinary and natural meaning, barring special circumstances.

(2) However, even when using an expression, “agent” or “act for the principal” in the main text of the contract would be a matter of determining who is a party to the contract under English law if he/she signs his/her name without indicating his/her agent’s qualification.

An expression that can be seen as an agent in the text of the charter party, but if it is signed under its own name without expressing the qualifications for the signature of the party, the person whose name is indicated in the column for signature under English law shall be regarded as the party to the contract.

In determining who is the party to the contract as a whole, it is necessary for the party whose name is written in the contract to pay attention to the method of signing the contract, which is because the party’s signature plays a role in establishing the contract. If the person signing the contract has an intention not to be bound by the contract, it should have clearly stated that he/she is not the party’s own qualification or otherwise is not the party’s intention to directly conclude the contract.

(3) Furthermore, in accordance with English law, an agent’s intent to confer the power of representation to enter into a contract on his/her behalf is established upon the consent of the agent. Therefore, an agent’s act cannot be recognized unless there is any evidence to prove that there was an agent’s act of representation between the principal and the agent.

2. We examine the instant case in light of the aforementioned legal principles.

According to the reasoning of the judgment below and the evidence duly admitted, the customer/account column of the main sentence of the letter of commitment of this case stated “ACC” as “Defendant Scton Service Co., Ltd. (hereinafter “Defendant ScI Corporation”) which acts for and on behalf of the non-party company. However, according to the main sentence, the signature column of the letter of commitment of this case is acknowledged that the Defendant Scton signed and sealed the name of the non-party company in the name of the defendant Scton without entering the non-party company in the name of the non-party company (the “ONHHFOFOF” indicated in the letter of commitment of the charterer’s signature column, and thus, it cannot be deemed that the same is indicated in the bill of this case as well as that it is equally indicated in the shipowner’s signature column, and thus, it may not be deemed that the non-party company’s signature and seal was an agent of the non-party company in the name of the non-party company.

However, as seen in the above legal principles, it is reasonable to see that Defendant Pakton entered into the voyage charter of this case as a party in addition to the circumstances under which the right of attorney to conclude the voyage charter of this case was consistently denied with the shipowner, and that Nonparty Pakton entered into the voyage charter of this case as a party in addition to the circumstances under which the right of attorney to conclude the voyage charter of this case was consistently delegated to Defendant Pakton.

3. In the same purport, the lower court also determined that the parties to the voyage charter of this case were Defendant Syston and Defendant Syston. Although it is inappropriate to view the expression “the terms” differently from its original meaning in the first instance court’s reasoning cited by the lower court, the conclusion that the voyage charter of this case was concluded between the Defendants is justifiable in concluding that the instant voyage charter was concluded between the Defendants. Therefore, the lower court did not err by misapprehending the legal doctrine on the determination of the parties to the voyage charter of this case under the English law, which is the applicable law to be applied to the voyage charter of this case, the bill of lading of this case

4. Conclusion

Therefore, all appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Jo Hee-de (Presiding Justice)