[1] Where the insurer’s consent is stipulated in a life insurance contract as necessary to change the status of the policyholder, whether a policyholder may transfer the status of an insurance contract only by unilateral declaration of intent without the insurer’s consent (negative), and whether the same applies to cases where an executor is obligated to transfer the status of an insurance policyholder by testamentary gift (affirmative)

[2] The method of interpreting the intent of the parties expressed in the disposal document

[1] In a life insurance contract where the insured’s death, survival, or death or life is an insurance accident (Article 730 of the Commercial Act), and where the content of the contract needs to be modified depending on the circumstances of the policyholder in a long-term life insurance contract where the insured’s consent is stipulated in a life insurance contract as necessary to modify the status of the policyholder, a unilateral declaration of intent may not be transferred even without the consent of the insurer.

A policyholder’s credit rating or ability to perform his/her obligations is not only an important factor that forms the basis of a contract, but also a policyholder may designate or change a beneficiary (Article 733 of the Commercial Act). A written consent of the insured is required for life insurance for another person that does not coincide with the policyholder and the insured (Articles 731(1) and 734(2) of the Commercial Act). Therefore, a change of the policyholder’s status may affect the interests between the insured and the beneficiary, the re-evaluation of the risks of insurance accidents, the maintenance of the insurance contract, etc. For this reason, the change of the policyholder’s status may require

A testamentary gift is a sole act to give a donee a certain property free of charge by will, and thus, the consent of the insurer is necessary even when transferring the status of a policyholder according to the testamentary gift. The same shall apply to cases where a policyholder is not at issue by paying the total amount of premiums under an insurance contract

An executor has the right and duty to manage property which is the subject of a testamentary gift, or to perform any act necessary for carrying out a will. Even if the executor is obliged to transfer his status under an insurance contract with the insurer’s consent in accordance with the substance of testamentary gift, the status of the policyholder is not changed until the insurer accepts

[2] As long as the establishment 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 content of the statement. In a dispute over the interpretation of a juristic act between the parties, where the interpretation of the intent of the parties expressed in the disposal document is at issue, the court shall comprehensively consider the contents of the language and text, the motive and background leading up to the juristic act, the purpose to be achieved by

[1] Articles 730, 731(1), 733, and 734(2) of the Commercial Act; Articles 105, 1074, and 1101 of the Civil Act / [2] Article 105 of the Civil Act

[2] Supreme Court Decision 99Da23574 Decided February 27, 2001 (Gong2001Sang, 765) Supreme Court Decision 2002Da23482 Decided June 28, 2002 (Gong2002Ha, 1816) Supreme Court Decision 2014Da1976, 19783 Decided February 15, 201 (Gong2017Sang, 527)

Plaintiff 1 and one other (Law Firm Sejongwon, Attorneys Yoon-young et al., Counsel for the plaintiff-appellant)

E. A.I. International T.I.D. (Law Firm Yang Hun-Ba, Attorneys Kim Min-bi et al., Counsel for the plaintiff-appellant-appellant)

Defendant Intervenor (Law Firm LLC, Attorneys Kim Sang-soo et al., Counsel for the defendant-appellant)

Seoul High Court Decision 2016Na2008501 decided May 16, 2017

All appeals are dismissed. The costs of appeal, including the part resulting from supplementary participation, are assessed against the plaintiffs.

The grounds of appeal are examined.

1. A. A. Life insurance is an insurance that covers the death, existence or death and survival of the insured as an insured accident (Article 730 of the Commercial Act), and there are cases where the content of the contract needs to be modified according to the circumstances of the policyholder in a life insurance contract for a long period of time. Where the consent of the insurer is stipulated in a life insurance contract as necessary for changing the status of the policyholder, a unilateral declaration of intent cannot be transferred without the consent of the insurer.

A policyholder’s credit rating or ability to perform his/her obligations is not only an important factor that forms the basis of a contract, but also a policyholder may designate or change a beneficiary (Article 733 of the Commercial Act). A written consent of the insured is required for life insurance for another person that does not coincide with the policyholder and the insured (Articles 731(1) and 734(2) of the Commercial Act). Therefore, a change of the policyholder’s status may affect the interests between the insured and the beneficiary, the re-evaluation of the risks of insurance accidents, the maintenance of the insurance contract, etc. For this reason, the change of the policyholder’s status may require

A testamentary gift is a sole act to give a donee a certain property free of charge by will, and thus, the consent of the insurer is necessary even when transferring the status of a policyholder according to the testamentary gift. The same shall apply to cases where a policyholder is not at issue by paying the total amount of premiums under an insurance contract

An executor has the right and duty to manage property which is the subject of a testamentary gift, or to perform any act necessary for carrying out a will. Even if the executor is obliged to transfer his status under an insurance contract with the insurer’s consent in accordance with the substance of testamentary gift, the status of the policyholder is not changed until the insurer accepts

B. As long as the establishment of a disposition 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 disposition document, unless there is any clear and acceptable reflective evidence that denies the content of the statement. In a dispute over the interpretation of a juristic act between the parties, where interpretation of the parties’ intent expressed in the disposition document becomes an issue, the court shall reasonably interpret the document in accordance with logical and empirical rules by comprehensively taking into account the content of the language and text, the motive and background leading up to the juristic act, the purpose to be achieved by the juristic act, the parties’ genuine intent (see, e.g., Supreme Court Decisions 2002Da23482, Jun. 28, 2002; 2014Da1976, Feb. 15, 2017).

2. According to the reasoning of the lower judgment, the following facts are revealed.

A. On November 21, 2012, Nonparty 1 and the Defendant, the insurer, entered into a pension insurance contract listed in [Attachment List 1 and 2 (hereinafter “No. 1 Pension Insurance”; “No. 2 Pension Insurance”; “No. 1,2 Pension Insurance”) in order; and around that time, Nonparty 1 paid KRW 694,60,000 to the Defendant in full, and KRW 2 pension premium KRW 496,60,000 to the Defendant.

B. The first and second pension insurance is an insurance policy that pays a certain amount of monthly pension to the non-party 1, who is a policyholder and a beneficiary (a pension prescribed in the first pension insurance is KRW 2 million, and a pension prescribed in the second pension insurance is KRW 1.5 million, and a legal heir pays the amount of KRW 70 million (the first pension insurance) or KRW 50 million (the second pension insurance) and the legal liability reserve at the time of death to the non-party 1, who is the insured.

C. Article 6 of the Terms and Conditions of Pension Insurance Nos. 1 and 2 provides for the following matters:

(1) A contractor may, with the consent of the company, change the following matters (as stated in subparagraph 1: basic insurance premiums; 2: contractor; and 3: any other terms and conditions of the contract). In such cases, either written consent is notified or written on the back of the insurance policy (insurance policy) (Paragraph 1). A contractor may change the beneficiary; in such a case, the consent of the company is not required. However, if the contractor changes the beneficiary, the beneficiary after the change does not oppose the company’s right (Paragraph 2).

(2) When a contractor wishes to reduce a basic insurance premium pursuant to paragraph (1) 1, the reduced portion shall be deemed to have been terminated (limited to a life annuity type), and where there is a refund for termination to be paid by the company, it shall be paid to the contractor pursuant to Article 16(1) (Article 16(3)). Where the contractor wishes to change the beneficiary pursuant to paragraph (2), he/she shall obtain written consent from the insured prior to the occurrence of the cause for payment of the insurance premium (Article 16(4)).

D. On September 27, 2013, a day before the death of Nonparty 1, a notary public drafted a testamentary document (hereinafter “instant testamentary document”) with ○○○○○○○ in 2013, a law firm mission certificate. In the instant testamentary document, Nonparty 1 designated Plaintiff 1 as the executor, and immediately paid dividends to the Defendant, the pension insurance money (insurance certificate number: (insurance policy number: 1 omitted), the insured: Plaintiff 1] immediately after the non-dividend dividends to the Defendant was paid to Plaintiff 1, the pension insurance money [number: (insurance Policy Number: 2 omitted), and the insured: Plaintiff 2] immediately after the non-dividend dividends to Plaintiff 1, the copy of the pension insurance policy is attached.

E. On February 2, 2014, Nonparty 1 died, and Nonparty 2, the inheritor, the spouse, and Nonparty 3, Nonparty 4, the Plaintiffs, and Nonparty 5.

F. After the death of Nonparty 1, the Plaintiffs requested the Defendant to change the contractor of the first and second pension insurance to the Plaintiffs, and the Defendant rejected the instant lawsuit and filed the instant lawsuit. From March 2014, the Defendant paid the Plaintiffs the pension insurance money under the first and second pension insurance every month.

3. The lower court rejected the Plaintiffs’ claim seeking confirmation that Plaintiff 1 is the contractor of the first pension insurance and that Plaintiff 2 is the contractor of the second pension insurance for the following reasons.

① Article 6 of the Clause of the first and second pension insurance stipulates that the consent of the defendant is necessary for the change of the status of the contractor, unlike the change of the beneficiary. The policyholder may not transfer the status of the contractor by unilateral declaration, such as testamentary gift, without the consent of the defendant.

② Since one’s unilateral declaration of intent cannot be transferred to the status of a policyholder by itself without the Defendant’s consent, Nonparty 1 is in accord with the language and text of the testamentary document, deeming that Nonparty 1 was trying to testamentary gift the right to a pension insurance rather than testamentary gift to the Plaintiffs. In the instant testamentary document, the subject of testamentary gift was stated in the instant testamentary document as “the immediate pension insurance money without dividends”, and the “the status of the policyholder” itself is clearly distinguishable from the “pension insurance money” and thus, it would be against the language and text to interpret the annuity insurance money as the status of a policyholder

③ The substance of the instant dispute appears to be in conflict of interests between the Plaintiffs and other co-inheritors. It is more prudent to inscribe the term “pension insurance money” in the instant testamentary document as the policyholder’s status in itself.

④ Nonparty 1’s property bequeathed to the Plaintiffs through the instant testamentary certificate is a claim for pension insurance based on the first and second pension insurance, and cannot be deemed as a policyholder under the first and second pension insurance.

The lower court’s determination is justifiable in light of the aforementioned legal doctrine and the record. In so determining, the lower court did not err by misapprehending the legal doctrine on changing the status of a contractor in a life insurance contract, testamentary gift, and disposal documents

4. The plaintiffs' appeal is dismissed in entirety as it is without merit, and the costs of appeal are assessed against the losing party including the part arising from participation in the appeal. It is so decided as per Disposition by the assent of all participating Justices

Justices Kim Chang-suk (Presiding Justice)