The appeal is dismissed.

The costs of appeal are assessed against the Defendant (Counterclaim Plaintiff).

The grounds of appeal are examined.

1. As to the grounds of appeal on the nature of the instant asset acquisition agreement, in a case where there is a conflict of opinion on the interpretation of the contract between the parties, and the interpretation of the parties’ intent expressed in the disposition document is at issue, such interpretation shall be reasonably interpreted 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

(See Supreme Court Decision 2005Da73914 Decided December 27, 2007). The payment of premiums in connection with the lease of a commercial building does not constitute the contents of the lease, but is the transfer of tangible and intangible property value, such as business facility expenses, etc., tangible and intangible things, such as customers, credit, business know-how or location of a store, or the cost for use for a certain period of time. The premium contract is a separate contract from the lease contract, etc., only when the lease contract is entered into with the lease contract or the lease transfer contract.

(2) The lower court determined that the instant asset acquisition agreement can be deemed as a premium agreement, taking into account the following circumstances: (a) the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) entered into a partnership agreement with the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) and jointly operating an internal hospital in each of the instant building; (b) concluded the instant asset acquisition agreement with the Plaintiff, under which the Plaintiff would terminate the partnership agreement and operate the hospital independently; and (c) concluded the instant asset acquisition agreement with the Plaintiff to accept the instant medical device as well as the instant equipment and intangible asset, etc. from the Plaintiff; and (d) there was no agreement to refund the cost of the instant equipment when the instant lease agreement is terminated; and (e) the instant asset acquisition agreement can be deemed as a premium agreement.

Examining the foregoing legal principles and records, the lower court’s aforementioned determination.