[1] Whether it is necessary to apply the legal principle of performance to a person who is authorized to receive performance, pursuant to Article 470 of the Civil Act (negative)

[2] In a case where Eul, the representative director of Eul corporation, entered into an enterprise takeover contract with the content that Eul transferred Eul's shares 100% of Gap's shares to Eul, and entered into an agreement with Eul to the effect that Eul has rights to the construction cost, etc. for the construction works or terminated construction works being performed by Eul, and whether the delivery of promissory notes and the deposit in the account of Jung is effective as the payment for the construction cost to Eul corporation, the case holding that the judgment below which denied the validity of the payment was erroneous in the misapprehension of legal principles, without examining whether Eul has the right to receive the payment for the construction cost claim and the right to receive the payment from Eul

[1] Article 470 of the Civil Code / [2] Article 470 of the Civil Code

Plaintiff

01. The term "abrication" means "abrication" means "abrication" means "abrication" means "

Suwon District Court Decision 2009Na14989 Decided March 16, 2010

The judgment of the court below is reversed, and the case is remanded to Suwon District Court Panel Division.

The grounds of appeal are examined.

1. Regarding ground of appeal No. 2

The lower court determined, based on its evidence, that the content of the corporate acquisition agreement entered into with Nonparty 2 or the accordingly, the non-party 1, who was the representative director of Samsung Engineering Co., Ltd. (hereinafter “Nonindicted Co., Ltd.”) around July 20, 2006, could not be deemed as transferring the claim for the construction payment of this case against the Defendant to Nonparty 1.

Examining the reasoning of the lower judgment in light of the evidence duly admitted, the lower court did not err by misapprehending the bounds of the principle of free evaluation of evidence or by misapprehending the legal doctrine on the transfer of claims.

2. Regarding ground of appeal No. 1

“Quasi-Possessor of a claim” under Article 470 of the Civil Act refers to a person other than a person who has the right to receive performance, such as a genuine creditor, and who has an external appearance that can be believed to have a legitimate right to exercise a claim from the standpoint of the person who performed the obligation from the standpoint of the person who performed the obligation. Therefore, in order for the obligor to make a performance to a quasi-Possessor of a claim, it should be the premise that the person who received the performance first is a person who is not entitled to receive the performance, and if the right to receive the performance is recognized, it should be deemed as valid without applying the legal doctrine on the performance

According to the reasoning of the judgment below and the evidence duly admitted, (1) around July 20, 206, the non-party 1 continued to hold the status of the director of the non-party company as the representative director of the non-party company, and (2) the non-party 1 entered into a contract on the acquisition of the non-party company's shares at least 10%. The contract contains the agreement that the non-party 1 has rights to the non-party 1 and the non-party 2 must cooperate to the maximum extent possible until the payment of the construction cost is made; (3) the non-party 3 who actually acquired the non-party company's shares from the non-party 1 as the non-party company's representative director of the non-party company on July 31, 2006; (4) the non-party 1 continued to hold the status of the non-party company's director regardless of the appointment of the non-party 3 representative director; and (5) the non-party 1 has the authority to take over and collect the bonds in this case.

In this case, the court below should have deliberated and judged whether the delivery of the Promissory Notes of November 30, 2006 and the deposit of KRW 25450,000 on July 15, 2008 are effective as the repayment of the construction price of this case, on the premise that the defendant's right to receive the payment of the construction price of this case is recognized, in this case where it was revealed that the non-party 1 asserted as the assignee of the claim and that the non-party 1 had the right to receive the payment of the construction price of this case through the legal brief of April 3, 2009.

Nevertheless, the lower court did not examine whether Nonparty 1 has the right to receive repayment of the claim for the construction price of this case, but determined whether the claim was effective as repayment to quasi-Possessors of the claim. In addition, without sufficiently considering the aforementioned circumstances, the Defendant believed to have a legitimate right to exercise the claim against Nonparty 1 or cannot be deemed to have been negligent in reliance on the trust and good faith. In so doing, the lower court erred by misapprehending the legal doctrine on the scope of application of Article 470 of the Civil Act or failing to exhaust all deliberations, thereby adversely affecting the conclusion of the judgment.

3. Conclusion

Therefore, without further proceeding to decide on the remaining grounds of appeal, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yang Chang-soo (Presiding Justice)