[1] In a case where the contents and scope of the agenda decided by the general meeting is unclear, the method of interpreting the resolution at the general meeting

[2] In a case where Party A’s regional housing association, at the general meeting of its members, decided to enter into a contract with Party B by means of a contract with Party B, a fixed sale price, which is a share system with no additional burden of union members, as to the excess or excess of project costs, and entered into a contract with Party B for the execution of a project, and subsequently, Party B sold a new apartment complex to Party B, the case holding that the resolution of the general meeting shall be deemed to include a resolution granting Company B the right to dispose of the commercial building, and Party A sold the commercial building to Party B designated by Company B, even if Party B, who was authorized to dispose of the commercial building as above, was sold to Company B, but the sales contract was null and void on the ground that it did not go through the procedure set forth in the

[1] Where the contents and scope of an agenda which the non-corporate group passed at the general meeting is unclear, it belongs to the area of legal judgment to clarify the legal meaning of the resolution and the substance of the legal relationship accordingly. It shall be reasonably interpreted in accordance with logical and empirical rules by comprehensively examining the purpose and background of the general meeting, the detailed contents and contents of the agenda presented at the general meeting, the process of discussions thereon, and the contents and progress of the measure, if any.

[2] In a case where Party A’s regional housing association, at the general meeting of its members, decided to enter into a contract with Party B by means of a contract with Party B, which is a fixed sale price, which is a share of the association members, in relation to the excess or excess of project costs, and entered into a contract with Party B with Party B, which is a representative director of Party B, and subsequently sold a new apartment complex to Party B, the case holding that the court below erred by misapprehending the legal principles on the grounds that: (a) the general meeting did not determine the amount of association members’ contributions but determined the amount of association members’ contributions; and (b) the agreement to enter into a contract with Party B, which is a fixed sale price, without additional share of the association members, means granting Party B the right to dispose of the remaining apartment buildings and commercial buildings except for apartment buildings to be supplied to the association members; and (c) the resolution of the general meeting includes a resolution granting Party B the right to dispose of the commercial building, and that Party B sold the same to Party B, as above, to Party B, who was designated D, as the above.

[1] Articles 31 and 105 of the Civil Act / [2] Article 105 of the Civil Act

Dam Chang-dong District Housing Association (Law Firm Lee-il General Law Office, Attorneys Yang Chang-soo et al., Counsel for plaintiff-appellant)

Defendant (Law Firm Jeongwon et al., Counsel for the defendant-appellant)

Seoul Southern District Court Decision 2016Na61295 decided June 15, 2017

The judgment below is reversed, and the case is remanded to the Seoul Southern District Court.

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

1. Basic factual basis

The reasoning of the lower judgment and the record reveal the following facts.

A. The Plaintiff is a regional housing association that obtained authorization for establishment for the purpose of constructing an apartment and its auxiliary facilities by using the Gangseo-gu Seoul Metropolitan Government ( Address omitted) and 22 lots as a project site.

On April 6, 2007, the Plaintiff, at the second general meeting of its members, selected a construction project and agreed to enter into a contract with the company incorporated as an agent for the implementation of the project (hereinafter “the instant general meeting”), and entered into a contract with the company incorporated as an agent for the implementation of the project (hereinafter “the instant general meeting”), and entered into a contract for vicarious implementation of the project.

B. On December 2, 2009, the Plaintiff, a representative director of Han-gu, sold the commercial building of the apartment complex newly built to the Defendant at KRW 403,60,000 (hereinafter “instant sales contract”), and completed the registration of ownership transfer in the future of the Defendant.

C. The Plaintiff’s bylaws stipulate that commercial buildings can be arbitrarily sold according to the resolution of the general meeting or the board of directors’ meeting.

The general assembly of this case determined the shared amount of members (the first member is 389,00,000 won for the first member, and the second member is 396,00,000 won for the second member) and decided to enter into a contract with the public corporation by contract method, as to the excessive or deficient amount of project costs, in which the members do not bear any additional burden on the union members.

Accordingly, the “A contract for the implementation of a project by proxy” prepared by the Plaintiff is that “the Plaintiff shall delegate all the authority for the implementation of the project including the sale of commercial buildings (including disposal) to Han-gu. In the event that there is a shortage of project expenses and additional shares of members occur, the Plaintiff shall bear all the amount of the project expenses, and shall be the profit of Han-gu in the event of dissolution or liquidation of the partnership.”

After the general assembly of this case, following the general assembly of this case, the membership subscription agreement (which is a party to the preparation of the plaintiff and the plaintiff) prepared and delivered by the union members after the general assembly of this case (which is the party to the agreement with the union) provides that "Sul shall execute the business expenses in the name of the plaintiff and be responsible for the excessive or excessive amount of expenses, and the plaintiff and the union members shall not make a separate settlement for the excessive or excessive amount of expenses." It is deemed that the commercial buildings within the complex constructed by this project shall be collectively sold to Pul

2. Lower judgment

The lower court determined that the instant sales contract was null and void for the following reasons.

The act of disposing of the instant commercial building, as a collective ownership of all its members, without going through the resolution of the general meeting or the board of directors as stipulated in the Plaintiff’s union bylaws, is null and void. The instant sales contract is null and void since the general meeting of the instant case only decided to carry out the service contract at the fixed sale price, which is the form of share ownership, and did not deal with the disposition of the commercial building. The Defendant asserted that the Plaintiff made a resolution on the disposition of the commercial building by holding the board of directors on November 19, 2009, but there is insufficient evidence related thereto. In addition, the instant sales contract is deemed null and void on the ground that the content of the agency service contract for the implementation of share ownership and the membership contract are contrary to the union regulations on the disposition of the commercial building. Since the Plaintiff disposed of

3. Supreme Court Decision

A. If the contents and scope of an agenda which the non-corporate group passed by the general meeting is unclear, it belongs to the territory of legal judgment to clarify the legal meaning of the resolution and the substance of the legal relationship accordingly. It should be reasonably interpreted in accordance with logical and empirical rules by comprehensively examining the purpose and background of the general meeting, the detailed contents and contents of the agenda presented at the general meeting, the process of discussions on it, and the contents and progress of the measure, if any.

B. Examining the factual basis and the records of this case in light of the aforementioned legal doctrine, there is room to view as follows.

The general meeting of this case, rather than selecting a contractor and an executory event, determined the amount of partner contributions and determined the contents of the contract to be entered into with the contractor and the executory event. In addition to the contributions determined by the Plaintiff, the agreement to enter into a conclusive sale price, which is a share-based share-based system, without any additional burden of the union members, refers to granting a substantive disposal authority to only one with respect to the remaining apartment and commercial buildings except for apartment buildings supplied to the union members. The term “service contract for the implementation of share-based system” and the membership subscription agreement after the general meeting’s resolution are confirmed and concrete. As such, the resolution of the general meeting shall be deemed to include the resolution granting the authority to dispose of commercial buildings, and the Plaintiff sells a commercial building to the Defendant designated by Ulsan.

C. The lower court should have carefully examined the legal meaning of the resolution of the general meeting by comprehensively examining the process of the resolution of the general meeting, the specific contents of the resolution, the details of the legal act done by the Plaintiff according to the resolution of the general meeting, and the relevant legal relations, without limiting the text of the resolution

Nevertheless, the lower court did not fully examine the case and deemed the sales contract as null and void. In so doing, the lower court erred by misapprehending the legal doctrine on the interpretation of the general meeting resolution, thereby adversely affecting the conclusion of the judgment.

4. Conclusion

The Defendant’s appeal is with merit, and 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

Justices Lee Dong-won (Presiding Justice)