Fishery Heavy Industries Co., Ltd. (Law Firm Barun et al., Counsel for the defendant-appellant)

Korean Bank (Law Firm Squa, Attorneys Shin Jae-chul et al., Counsel for the plaintiff-appellant)

Korea Cmat Bank (Attorneys White Chang-hun et al., Counsel for the plaintiff-appellant)

March 17, 2011

Seoul Central District Court Decision 2008Gahap108359 (main office), 2009Gahap41859 (Counterclaim) Decided February 8, 2010

1. All appeals on the principal lawsuit and counterclaim by the Plaintiff (Counterclaim Defendant) are dismissed.

2. The costs of appeal shall be borne by the plaintiff (Counterclaim defendant) in total with the principal lawsuit and counterclaim.

This claim: Defendant Bank Co., Ltd. (hereinafter “Defendant Bank”) did not deliver 16,470,50,000 won to the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) and 60,300,00 won from June 1, 2007 to August 9, 2008; 10,742,90,00 won to the Plaintiff from November 4, 2009 to 10,919,350,000 won to the Plaintiff; 20.0% of the annual amount from the date following the 19th day of December 19, 2008 to the 10th day of December 23, 2008 to the 20th day of December 19, 2008 to the 20th day of December 24, 2009 to the Plaintiff; and 10% of the annual amount from the 20.5th day of December 23, 2009 to the 2nd day of each claim.

Counterclaim: The plaintiff shall pay 316,00,000 won to Defendant Cmat Bank and 17% per annum from December 30, 2008 to the service date of a copy of the counterclaim of this case, and 20% per annum from the next day to the day of complete payment.

The judgment of the first instance court is revoked. The Defendants pay to the Plaintiff the amount set forth in the main claim, e.g., (b). They confirm that there is no obligation to prevent the Plaintiff from claiming the main claim against the Defendant Cit Bank. The Defendant Cit Bank’s counterclaim is dismissed.

1. Basic facts

A. Relationship between the parties and the status of the Plaintiff’s sales and receipt

(1) The Plaintiff is a small and medium enterprise that was established on March 22, 1984 with the manufacture and sales business of heavy equipment machinery as its main business purpose, and is a stock listing corporation that mainly exports products, such as pressure brackers, to the world.

(2) The Defendants are banks engaged in banking business, such as the receipt of deposits and the issuance of securities with the authorization from the Financial Services Commission in accordance with the Banking Act. From around 2004, Defendant Woori Bank (Dong Branch) was the Plaintiff’s principal bank, and Defendant C&bank was conducting financial transactions with the Plaintiff from around 2006.

(3) The Plaintiff has continuously increased exports since 2004, and the specific status of sales and receipts is as follows.

US$ 19,300,000 3,960,000 19,500,000 4,500,500 24,8200,8200 5,080,080,000 5,000 32,190,000,000 6,920,920,0000 6,9200,000 6,920,000 29,60,600 5,630,005,000 40,090,000 8,000 8,570,50,570,500,508,808,008,008,000 10,000,000 8,008,009,005,008,008

(b) the background of the appearance of currency options products.

(1) For the avoidance of exchange risk (hereinafter referred to as “exchange hedge 1”) in the past, a simple forward forward contract (hereinafter referred to as “money forward transaction”), the structure of call options, or put options such as put options (3) or put options (4) have been used. In accordance with the direction of future exchange rate fluctuations and the parties’ expectations or prospects on the width of the contract, the forward forward exchange (the base for dancing or modified gift exchange, Structu) has been used. As a representative forward exchange exchange, transactions should not be widely put in place due to the following: (a) 1) 2) 3) 3) 1) 3) 3) 3) 3) 4 (in order to avoid exchange risk; (b) 4) 4) 1) 3) 3) 4 (1) 4 (3) 4 (3) 4) 4 (4) 4) 4 (4) 4) 1.

(2) However, from around 2005 to around 2005, the exchange rate (hereinafter “exchange rate”) 8) sp points (Sp points (SP) entered in the forward trend in which Won/US (UD exchange rate means the USD exchange rate) drops, and from the exporter company’s standpoint, monetary forward transactions would have been bound to incur losses equivalent to Spp points, even if the monetary forward transactions were conducted,. As the exchange rate is close to or lower than the value assessed by companies at the quarterly point of profit and loss, there was a demand for the goods that guarantee a higher exchange rate than the futures exchange rate or market exchange rate. Accordingly, the monetary options products, which are a higher exchange rate, appeared in the manner of adding the conditions, such as the currency option or currency forward transactions, e.g., melting the exchange rate.

(3) the addition of the currency option product 10) the call option product

(A) Conditions of meltock-Out

In order to enhance the exchange rate, if the market exchange rate falls below the exchange rate in the put option purchased by the bank, it is limited to the profits of the exporting company by extinguishing the entire put put option or the currency option contract within a certain scope.In the case of a contract with a structure A/B frequency (or 1/2) structure, it is often possible to set up a put option (or 2 sections) under the conditions of melting in the put option.

(b) Conditions of Green (Knock-in)

If an export company sets a green condition to a call option sold by a bank, a call option occurs when the market exchange rate is higher than a green exchange rate, and thus, the exercise exchange rate, instead of limiting the company’s obligation due to the call option exercise, is lower than that on which the green conditions are not set. During the observation period, if the market exchange rate is higher than the green exchange rate and the maturity market exchange rate (hereinafter “long exchange rate”) is higher than the green exchange rate, the company can view the exchange margin compared to the simple futures exchange contract in that the company can view the exchange margin.

(C) The conditions of recreation;

In order to increase the exchange rate, the bank's call option contract amount is larger than the company's put option contract amount. It refers to the increase in the contract amount of put options compared to the put option contract amount. The amount of put options contract amount owned by a company is USD 1 million and the amount of put options contract amount owned by a bank is USD 2 million if the put options contract amount owned by a bank is USD 2,00,000. The good added to put options is the subject of the put option.

C. Conclusion of a contract between the Plaintiff and the Defendants

(1) On May 11, 2006, the Plaintiff entered into a contract with the Defendant us bank for “Handbagrgrgrosis” and entered into a currency option contract with the Defendant us on six occasions on the following [Attachment 2] (Provided, That on January 18, 2008, the currency option contract of No. 6-10 of the No. 3-207 is the intermediate settlement amount and the premium that the Plaintiff must pay to the Defendant us. The following detailed contents of each currency option contract are as stated in [Attachment 1]; when a currency option contract is collectively called “each of the instant currency option contract”, it is individually called “the instant currency option contract” or “the instant currency option contract” or “the instant currency option contract”).

On May 12, 2006, the contract term in the table transaction bank in the main text: ① the type of goods for the contract term on May 12, 2006 when the contract term is entered into; ② the defendant bank in Korea on August 6, 2007, Winow KIKO ③ the defendant bank in Korea on October 24, 2007, ④ the defendant bank in Window KIKO on December 24, 2007, ④ the defendant bank in Korea on December 24, 2007, ④ the first-round 18, 2007, the defendant bank in Korea, ⑤ the Window KOK TF in Korea on December 12, 2007, ⑤ the first-round Form for the defendant bank in Korea on December 12, 2007, ② the defendant bank in Korea on December 21, 2008, the defendant bank in Korea on December 12, 2007

(2) Of the instant currency option contract concluded by the Plaintiff, the instant currency option contract in the basic form: (2) the instant currency option contract: (5) is the instant currency option contract: (a) the wind commission KIKO, which is a currency option contract; and (b) the wind commission flick, which is a wind commission, is on the top of the two times conditions; and (c) the observation period is a product comprised of one-month units; (d) the options payment period is determined depending on the fulfillment of the melting and melting conditions for each observation period; and (e) the options payment period is determined based on the maturity rate; and (e) any options whose observation period and maturity are different are not extinguished. The remaining currency option contract is similar to a monetary forward contract, or in the form of a currency forward contract and a currency currency option contract, and some of the conditions of melting, melting, and recreation are omitted.

(3) For instance, the structure of the instant currency option contract (2) is as follows.

(A) The former exchange rate is KRW 947, the event exchange rate is KRW 930, the former exchange rate is KRW 905, the former exchange rate is KRW 905, the latter is 500,000, and the latter is 1,000,000,000.

(B) During the observation period, a contract corresponding to the observation period is terminated if the market exchange rate falls below KRW 905,000,000,000,000,000 or less.

(C) If, during the observation period, the market exchange rate is below KRW 905,000,000, not only once but also below KRW 930,000,000, the Plaintiff may exercise put options, thereby selling USD 500,00 to the Defendant us bank at KRW 930,000. If the maturity rate is higher than KRW 930,000,000,000, the Plaintiff may obtain exchange gains by selling USD 500,000 without exercising put options against the Defendant us bank at the market exchange rate.

(D) In the event that the market exchange rate is more than 947 won and more than one time during the observation period, if the maturity rate is lower than 930 won, the Defendant bank does not exercise call options, and the Plaintiff may sell USD 500,000 to the Defendant bank at the exchange rate of 930 won at the exchange rate exercising put options. If the maturity rate is higher than 930 won, the Defendant bank may purchase USD 1,00,000,000,000 won of put options by exercising put options to the Plaintiff at the exchange rate of 930 won.

(4) When concluding the instant currency option contract, the Defendants explained to the Plaintiff that the Plaintiff was “Zin Cost” product that does not need to pay a separate premium.

(d) Plaintiff’s experience in trading of monetary derivatives;

(1) As between October 27, 2003 and August 9, 2007, the Plaintiff and the Defendants entered into a variety of monetary derivatives contracts, such as monetary forward transactions, exchange fluctuation insurance, etc. with several financial institutions, including the National Agricultural Cooperative Federation, etc., on 20 occasions, and the details thereof are as shown in attached Form 2.

(2) Of the monetary derivatives contract entered into by the Plaintiff (attached Form 2), two contracts (attached Form 17, and 18) for the term of the contract (attached Form 2) concluded with the Defendant Citty Bank on January 10, 2007 and February 28, 2007 with the Defendant Citty Bank (attached Form 2), were set aside, and all of the contracts for the term of the contract concluded on August 9, 2007 with the Defendant Bank (attached Form 2) were terminated in the middle of the term of the contract.

E. The trend of exchange rate and the plaintiff's loss

(1) The exchange rate of KRW 1,200 based on the sale and purchase-based rate (hereinafter “exchange rate”) was about January 204, and thereafter continued to drop down continuously. As seen below, as seen in the Plaintiff’s 1,206, the Plaintiff was the highest 1,010.4 won per year and the lowest 913.0 won per year until 2006, when concluding the instant currency option contract, the change was 97.4 won, but the major change was 920 won to 920 won to 980 won and 980 won. The exchange rate was the highest 952.3 won per year, the lowest 89.6 won, which was 52.7 won at the time of the conclusion of the instant currency option contract, and there was no specific increase in the exchange rate at the time of the Plaintiff’s 2008 research institute and the research institute at home and abroad.

A person shall be appointed.

(2) However, in 2008, the exchange rate was above 940 won on the beginning of March, 2008, and 1,000 won on or around March 18, 2008. From the end of April, 2008, up to the end of August, 2008, the exchange rate fell within 1,100 won on or before the end of August, 2008, but it fell within 1,100 won on or after the rapid increase, but on or after September 2008, between 1,200 won and 1,50 won on or after October 2008, the exchange rate was considerably changed between 1,200 won and 1,50 won on or after March 209.

(3) In the above exchange rate increase, the Plaintiff fulfilled its duty to sell US$ 2 times on the basis of the fulfillment of the green conditions, etc. according to each of the instant currency option contracts as listed below [Attachment 3]. The total amount of profit and loss KRW 18,093,00,000 among the Defendant’s profits and losses settlement amount for CT Bank is KRW 316,00,000 ( ⑤ the amount calculated by multiplying the difference between the market exchange rate (1,258 won) and the event price (942 won) on December 30, 2008, by USD 316,000,000, which is part of the Defendant’s profits and losses settlement amount for CT Bank).

The final profits and losses in the number of sales operations carried out by the designated companies and two-time sales operations in the table Nos. 1 included in the main sentence of this Act: ① 60,300,000 in the last five-time sales in the defendant's Bank Enhancet Form:60,300,200 in the last five-time sales in the defendant's Bank's Enhancet Form; ② -475,950,000 in the last nine-time settlement in the defendant's Bank's Weight -6,200,025,006 in the first part for the defendant's Bank's Weight -6,200,00 in the last 12 times in the second part for the company's products-type -4,620,90,00,00 in the second part for the company's products-type - 00,307,300,301,240,70,700.

【No dispute over the grounds for recognition】 The facts that there is no dispute over Gap 1 through 7 (the evidence of Eul 5 is included in Eul 4; hereinafter the same shall apply), 14 (the evidence of Eul 39-1 and evidence of Eul 8), 15, 39, 61, Eul 1 through 3, 12, 36, 38 through 40, 44, 49, 50, 52, and 52, the testimony of non-party 1 (the non-party of the judgment of the Supreme Court), the witness of the first instance court, non-party 2, the first instance court, and non-party 3, the witness of the non-party 1 (the non-party of the judgment of the Supreme Court), the purport of the whole pleadings.

2. Summary of the plaintiff's assertion

(a) Return of unjust enrichment on the grounds of invalidity of a contract;

The Plaintiff asserts that each currency option contract of this case is invalid as an unfair act or an unfair contract transaction under which the Plaintiff and the Defendants concluded a transaction, which is not in violation of the principle of proportionality and the principle of equity, has been considerably different in terms of the maximum loss amount (VaR) between the Plaintiff and the Defendants, and that the commission received by the Defendants are also unfair or excessive, and that the instant currency option contract of this case is an unfair transaction prohibited by the Defendants, and thus, is null and void as it is contrary to the principle of proportionality and the principle of trust and good faith and is in breach of fairness.

(b) Return of unjust enrichment on grounds of cancellation of a contract;

The Defendants deceptiond the Plaintiff that the instant currency option contract is inappropriate for foreign exchange hedging, and, even if the Defendants imposed enormous fees in the form of a premium difference, claimed that the value of put options and call options of each of the instant currency option contracts is equal to that of put options of put options of the instant currency option contract, deceiving the Plaintiff by explaining as if they were equivalent to put options of put options of put options and call options, or by manipulating customer prices in the contract, and thereby, the Plaintiff caused error in the important part of the instant currency option contract.

(c) Claim for damages on the grounds of violation of the suitability principle and duty to explain.

The Defendants violated the suitability principle by soliciting and selling the instant currency option contract, which does not meet the exchange hedge suitability and may inflict unlimited damage on the Plaintiff. The Defendants breached the duty to explain, such as failing to receive and notify the risks or enormous fees of each of the instant currency option contract in the form of a premium, and unilaterally provided data on prospecting the decline in exchange rates, thereby soliciting the conclusion of a contract. In particular, the instant currency option contract was unlawful by violating the suitability principle by itself as a pre-sale transaction.

3. Judgment as to the allegation on the invalidity of a contract

A. Whether each currency option contract of this case is a structure inappropriate for foreign exchange hedging

(1) The plaintiff's assertion

(A) The section in which the instant currency option contract is combined with the existing exchange rate is to achieve the purpose of the exchange hedging is limited to a narrow scope where the market exchange rate remains between the exchange rate at which the exchange rate and the melting exchange rate (the section between the lower part of the forest at the lower part and the event price). Rather, the purpose of the exchange hedging cannot be achieved in any other section. Rather, in the event that the melting condition is fulfilled, there is a risk of an unlimited loss due to the two-foldr. It is possible to deem that each of the instant currency options is suitable for the exchange hedging only when the market exchange rate is based on an unrealistic assumption that the exchange rate at which the future exchange rate takes place between the exchange rate at which the exchange rate and the melting exchange rate.

A person shall be appointed.

(B) The maximum degree of risk acquired by the Defendants by selling put options is limited to the extent that US$ value, which is a underlying asset, falls into the exchange rate of melting, while the Plaintiff selling call options, bears no limitation on the maximum degree of risk of rise in the value of underlying assets.

(C) The Plaintiff, at the time of entering into the instant currency option contract, holds foreign currency equivalent to the foreign currency contract amount at the time of entering into the instant currency option contract, or at least it is clear that the export price would have been introduced due to the conclusion of the export contract, may offset the risks arising from the sale of the call option by the increase in the value of underlying assets. If the Plaintiff did not hold foreign currency at the time of the sale of the call option, or would not acquire foreign currency at the same time, even if it later acquires foreign currency, the foreign currency assets, which were subsequently entered into, are different from the foreign currency assets at the time of the sale of the call option, and thus, the risk arising from the sale of the call option may not be offset by the increase in the value of underlying assets. Therefore, it is essential to confirm whether the export contract was concluded definitely at the time of entering into the instant currency option contract. However, the Defendants, under the circumstances where the Plaintiff did not enter into the export contract, merely determined whether the contract amount of each of the instant currency option was appropriate, thereby exposed to Plaintiff’s excessive risk due to the public sale of the call option.

(D) In the instant case: (4) The currency option contract is the 19th week in the structure of A/B frequency (or 1/2 sections) contract; (6) the Plaintiff had put options in one section; (3) the Defendant bank unilaterally designed to put options in two sections; (4) it is extremely unreasonable to have the Plaintiff bear the risk of exercising call options at the time when one year elapsed since the conclusion of the contract, which is a stage in which the Plaintiff does not have the prospect for export contract; and (4) an ordinary exchange hedge transaction, such as forward exchange, takes place within a certain period of three months on the premise of the conclusion of export contract; and (5) the Defendants concluded each of the instant currency options contract with the Plaintiff for a considerable period of one to two years, is contrary to the principle of good faith, as it goes against ordinary trade practices.

(2) Determination

(A) Criteria for determination

In light of whether the structure of a certain contract has lost fairness, it does not mean that only a part of the structure unfavorable to one party to the contract should be removed, but it should be comprehensively taken into account the overall contents of the contract, such as the contractual terms and conditions, the completed terms and conditions of the individual agreement included in the same contract, and the mutual relationship with other contractual terms and conditions. In particular, if the profit or loss of a contracting party, such as the instant contract, is directly linked to an indefinite factor, such as future exchange rate fluctuations, and is formed on the basis of the probability and prediction of such dynamic factor, and the degree of risk acceptance, it should be comprehensively taken into account the various circumstances that were the background of the conclusion of the contract, such as external environment, including such uncertain factor, if the structure or provisions of the contract cannot be deemed unfair at the time of conclusion of the contract as a result of the determination thereof, even if there was a sudden change in the external environment, which led to a significant disadvantage in practice due to such contractual terms and conditions, in principle, to determine the propriety of the purpose or fairness of the contracting party.

(B) The structure of each currency option contract of this case

1) According to the structure of the instant currency option contract, the structure of profits and losses arising from the fluctuation in the exchange rate of the AB is basically ① a risk section where the exchange rate falls below the exchange rate of the AB, and the exchange hedge function of the company is lost due to the extinguishment of put options (section 1), ② a exchange hedge section where the maturity rate is formed between the exchange rate of the melter and the event during the period of observation, and the company gains profits by using put options (section 2). ③ The exchange rate of the melter is more than once during the period of observation, and the melter is more than 4 times during which the exchange rate of the AB currency contract is formed between the exchange rate of the melter and the melter exchange rate, while the company can sell the foreign currency exchange rate more than the exchange rate of the melter market at the same time than the melter market at the same time (i.e., the exchange rate of the melter market at the same time than the melter market at the same time).

2) However, in light of the current market exchange rate fluctuation between the parties to the instant currency exchange contract and the 6th exchange rate fluctuation in the currency exchange rate, each of the instant currency exchange options held by the companies and banks at a lower rate than the 6th exchange rate fluctuation in the currency exchange rate, and the possibility that exchange rates in the vicinity of the market would have high probability of avoiding the exchange rate than the 6th exchange rate fluctuation in the currency exchange rate. In addition, the Plaintiff was able to increase the exchange rate of the 6th exchange rate higher than the 1st exchange rate fluctuation in the currency exchange rate at the time of the instant currency exchange contract and the 6th exchange rate fluctuation in the currency exchange rate, and the company would have no further interest on the exchange rate at a lower rate than the 6th exchange rate fluctuation in the currency exchange rate. In view of the fact that the 6th exchange rate fluctuation in the currency exchange rate at the time of the instant exchange rate fluctuation in the currency exchange contract and the possibility that the company will take advantage of the 6th exchange rate fluctuation in the currency exchange rate.

(C) The problem of profit and loss margin presented by the Plaintiff

Inasmuch as the purpose of foreign currency hedging transactions using derivatives is to eliminate the risks associated with the price fluctuation of underlying assets by fixing an exchange rate at a certain rate regardless of actual exchange rate fluctuation, if an enterprise that holds or possesses foreign currencies as an underlying asset makes monetary options transactions for the purpose of foreign exchange hedging, there is no change in the overall profit or loss because of the occurrence of exchange loss in the currency option itself. In other words, economic loss arising from the loss of expectation interest due to the increase in exchange rate is an opportunity cost to be borne as a price for foreign exchange hedging, and such loss is not attributable to the Plaintiff’s bank, such as a gift hedging contract. In other words, it can be deemed that the Plaintiff success in foreign currency hedging transactions at the time of the occurrence of foreign currency hedging exchange rate, which would have been anticipated in the direction that the exchange rate would have been anticipated in that case, and that the Plaintiff would have sold the underlying assets in excess of the estimated exchange rate, even if the Plaintiff would have sold the underlying assets at a different rate in the instant case.

(D) The issue of so-called “protected call options”

1) Even if an exporting company that intends to make a exchange hedging by concluding a KIKO currency option contract is likely to suffer a loss which brings in the value of the won currency of foreign currency, which flows into Korea at the time of the increase of the foreign exchange rate and brings in foreign currency at the time of the increase of the foreign exchange rate, such economic loss is itself chosen at the time of concluding a contract to avoid exchange loss by the exporting company. In addition, if an exporting company intends to prepare for the increase of raw materials, it does not argue that a separate hedging transaction should be concluded, or that the exchange hedging transaction would have suffered an unfair loss due to the exchange hedging transaction. In the meantime, the fact that the foreign currency hedging can only be held in foreign currency or that it is certain to bring in foreign currency at least by holding foreign currency goods at the time of the contract or concluding an export contract at least by reducing the permissible limit of foreign currency hedging price is inconsistent with the reality of foreign exchange hedging transactions, such as simple futures trading.

2) Article 186-2 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that “The person shall hold or hold the subject of risk avoidance” as to the subject of the hedge transaction. This provision provides that “The detailed criteria related to over-the-counter derivatives transaction for the purpose of risk avoidance” (No. 64 certificate) shall be set at a reasonable level by taking into account the previous year’s performance. Also, the guidelines for the management standards for over-the-counter derivatives transaction risk (No. 65 certificate) established by the Financial Supervisory Service shall also determine the subject of risk avoidance by taking into account the previous export performance, etc. in ascertaining the existence of the subject of risk avoidance. Furthermore, even if the Plaintiff submitted as evidence, the exchange risk management Ga (Evidence No. 87 certificate) 45 provides that “if a futures exchange contract is not finalized but it is anticipated that a contract will be received or paid at any time, if it is possible to limit the amount or trading period.”

3) In light of this point, it cannot be deemed that the subject of foreign currency hedge transactions should be limited to foreign currency underlying assets currently held by an exporting company, such as the Plaintiff’s assertion, in which the foreign currency underlying assets or export contracts are already concluded and the entry of which is certain. In light of the past export performance, export prospects, etc., the exchange hedge contract shall be deemed to be possible for foreign currency goods anticipated to be introduced in the future. Rather, this form of exchange hedge contract is more general.

(E) The risk of exchange rate of the instant currency option contract, which is anticipated to decline within a certain scope, is to be borne by the exporter company on its own, but is to partially avoid the risk of exchange hedging only to the extent of the high possibility of occurrence. In principle, the risk of avoiding the risk of a certain risk may be the subject of exchange rate, but it is possible to choose to exchange the profit and risk for each contract period. In the instant currency option contract, the A/BT (1,2 sections) structure, the Plaintiff receives compensation by guaranteeing favorable conditions that exist in put options in the first section, and the Plaintiff is somewhat unfavorable compared to other contracts, such as the exchange rate that exists in the first section, and it is difficult to view that the exchange rate of the instant currency option itself is considerably unfavorable to the Plaintiff on account of the existence of put options in the first section.

(F) Meanwhile, as seen earlier, the Plaintiff continued to increase the amount of USD 206 by continuously adding to USD 4,150,000 ($ 3460,000 per month), such as the Plaintiff’s 29.6 million (average monthly 2.477 million), the amount of USD 2007, and the amount of USD 4,7728 (average 3.980,000 per year) as stated in the foregoing table 1. In light of the financial statements of the company or company’s forecast data on foreign currency inflow, etc., it was difficult to find that there was a continuous foreign currency inflow over a certain size at the time of signing a contract for the period prior to entering into a contract, and that it was difficult for the Plaintiff to enter into a contract for a prolonged period of more than 10,000,000 to 20,0000,000 more than 2,0000,000 more than 3,000,000.

(G) Therefore, the Plaintiff’s assertion that the instant currency option contract is inappropriate for exchange hedging, and thus contravenes the good faith principle is without merit.

(b) the method of calculating the theoretical value of options;

(1) The plaintiff's assertion

원고는, 피고들이 이 사건 각 통화옵션상품의 옵션 이론가를 블랙-숄즈 방식(Black-Scholes Model)을 변형한 가먼-콜하겐 방식(Garman-Kolhagen Model)을 사용하여 산정했으나, ㉠ 블랙-숄즈 방식을 적용한 환율 옵션 가치 평가가 공정하기 위해서는 블랙-숄즈 환경이 가정되어야 하고 주24) , 피고들은 이 사건 각 통화옵션계약의 옵션 가치를 평가하면서 블랙-숄즈 환경의 가정 요소인 환율의 로그수익률이 정규분포를 따라야 한다는 전제하에 옵션 가치를 평가하였으나, 우리나라의 환율이 이러한 블랙-숄즈 환경을 만족하지 못하므로, 피고들이 계산한 이 사건 각 통화옵션상품의 옵션 이론가는 부정확하고, ㉡ 환율을 원자산으로 하는 통화옵션, 특히 배리어 옵션의 가치 평가 방식에 블랙-숄즈 방식을 사용하면 안 된다는 것이 외국의 파생상품 전문가들 사이에는 널리 알려져 있고, 블랙-숄즈 방식보다는 헤스턴 방식(Heston Model)이 시장의 특성을 보다 정확히 반영하는 방식이며, ㉢ 헤스턴 방식에 따라 이 사건 ③ 통화옵션계약의 옵션 이론가를 분석하여 보면, 콜옵션의 이론가(Call Loss)는 2,040,802,300원으로 풋옵션의 이론가(Put Gain) 89,520,517원보다 약 23배 크다는 이유로 블랙-숄즈 방식에 따라 옵션 이론가를 산정하여서는 안 된다고 주장한다 주25) .

(2) Determination

(가) 금융공학 전문가인 소외 4 주26) 교수 의 견해(갑 64호증)에 의하더라도 향후 환율의 변동성에 관해 정확하게 예측할 수 있는 모델은 없고, 다만 자신의 ARCH, GARCH 모델이나 헤스턴 방식이 시장의 특성을 블랙-숄즈 방식보다 정확히 반영할 수 있다는 것으로서, 어느 하나의 모델이 옵션의 시장 가격을 산정하는 데 반드시 옳고 다른 모델은 옳지 않다고 단정할 수는 없고, 궁극적으로는 은행이 어떤 모델을 가지고 옵션의 가치를 산정할 것인지 여부는 옵션 가치를 산정하여 고객에게 판매하는 은행이 스스로 결정할 문제일 뿐이다. 개별 은행이 알려진 일정한 금융공학방식에 따라 옵션의 가격을 산정하여 행사환율, 녹아웃 환율 및 녹인 환율을 결정한 다음 고객에게 이를 제안하고, 고객은 개별 은행이 제안하는 여러 통화옵션상품 중에서 자신에게 알맞은 상품을 선택하는 것이 자유시장경쟁체제인 우리 헌법상의 경제질서에도 부합하는 것이다.

(나) 더욱이 을나 36, 41, 42, 56, 61호증의 각 기재에 의하면, 옵션의 이론가를 산정하는 방법으로는 ① 옵션 가격에 관한 미분 방정식을 풀어서 구체적인 해를 얻는 분석적 방법(대표적으로 블랙-숄즈 방식과 이를 변형한 가먼-콜하겐 방식), ② 옵션 가격을 구하기 위하여 수치 해법의 접근방법을 사용하는 수치적 방법[대표적으로 이항모형, 유한차분법, 몬테카를로 시뮬레이션(Monte Carlo Simulation)]이 있는 사실을 알 수 있는데, 제1심 감정인 소외 5의 감정결과에 의하면, 피고들이 사용한 블랙-숄즈 방식으로 계산한 이 사건 각 통화옵션계약의 콜옵션 및 풋옵션 이론가와 위 감정인이 몬테카를로 시뮬레이션 방법으로 계산한 이 사건 각 통화옵션계약의 콜옵션 및 풋옵션 이론가는 다음 [표 4]에서 보는 바와 같이 별다른 차이가 없는 사실을 알 수 있다.

(2) The currency option contract 53, 13, 135, 973, 482, 497, 497, 497, 179, 179, 179, 1749, 179, 179, 1749, 179, 179, 1749, 179, 1749, 1749, 179, 1749, 197, 197, 197, 197, 197, 197, 194, 197, 197, 197, 197, 194, 206, 135, 000, 106, 1924, 25, 394, 279, 797, 397, 197, 397, 19797

* KRW 750,00,000, which is included in the call option theory of the instant currency option contract between the Plaintiff and the Defendant Woori Bank, is a set-off of the call option option theory to be paid to the Plaintiff by the Defendant Woori Bank instead of paying the Plaintiff the liquidation cost of KRW 750,00,000 to the instant currency option contract to the Plaintiff and the Defendant Woori Bank.

(C) In addition, even according to Nonparty 4’s opinion (Evidence No. 64), the difference between the call option theory and put option theory of the instant currency option contract calculated according to the Hague method. (3) On December 18, 1997, not at the time of entering into a contract, the so-called IMF management system’s inherent change value at the time of entering into a contract is used, and the call license interest rate is used in calculating the inherent change from the option price. Thus, in the event an option license is carried out using the calculating inherent change in the option price, it is accurate that the interest rate and put-off (CRS) interest rate is used, even though it is calculated by using the currency and put-off rate, and it is not clear that it is not an accurate value calculated in the market at the least in the market at the home.

(라) 이와 같은 여러 사정을 고려하면, 피고들이 옵션의 이론가 산정에 사용한 블랙-숄즈 방식 또는 이를 변형한 가먼-콜하겐 방식이 옵션의 가격을 산정하는 데 부적합하다는 원고의 주장은 받아들일 수 없다.

(c) VaR (Valisk);

(1) The plaintiff's assertion

VaR (VaR) means “the value of maximum loss that may arise in a case of tear for a certain period,” which may be assessed by calculating VaR at a general level at each financial institution or company’s scenarios, but may be individually calculated for each financial product.” ③ When calculating the VaR of the instant currency option contract at the level of 99% trust, Defendant Woori Bank’s VaR amounted to KRW 849 billion at the level of 99%, whereas Plaintiff’s VaR was at the same time 1.2 billion won. The instant currency option contract was concluded for the purpose of avoiding exchange rate decline, and thus, the instant currency option contract is not in essence appropriate for exchange hedge, and rather is merely a product with the main purpose of collecting bank fees.

(2) Determination

VaR is the maximum loss amount that may arise from holding assets, i.e., specific assets, bonds, stocks, etc., for a certain period under the certain level of trust. It is used as reference data for risk management by an enterprise or financial institution for the purpose of risk management. According to the evidence evidence No. 64, Nonparty 4 professor calculates VaR on KIKO currency option products, “the maximum loss amount that may arise under the trust level given during a specific period,” which is more than 200 times more than the VaR of the bank. However, since profits or losses arising from KIKO currency option contracts are offset with profits or losses in foreign currency, it is not reasonable to consider the maximum loss amount of KIKO currency option contracts that the Plaintiff’s report on foreign currency exchange for the purpose of foreign currency exchange promotion for the purpose of determining the risk of the company that entered into KIKO currency option contracts for the purpose of foreign exchange 20 times or more, it is not reasonable to consider the Plaintiff’s report on foreign currency exchange loss in the case of Nonparty 4’s calculation of foreign currency option contracts for the purpose of 8.

D. Whether the imposition of fees is improper and excessive;

(1) The plaintiff's assertion

(A) Demanding the illegality of a fee imposition

The Defendants, while advertising KIKO currency option products as cosst with no separate commission payment, actually calculated the theoretical value of the call options more than the theoretical value of put options, and did not disclose the difference in terms of credit risk management costs, dynamic hedge costs, net profits, etc., but imposed the difference in the fees or premium in the name of the Defendants, such as credit risk management costs, dynamic hedge costs, and net profits, but the imposition of these fees was unfair for the following reasons. The above fees or premium was reflected in the call option price, which led to imbalance between the theory of put options acquired by the Defendants and the theory of put options acquired by the Plaintiff. Accordingly, each contract of this case was unfair from the design of the structure of the contract of this case.

The Commission limited the sale and transaction of KIKO currency options products only to companies with credit risk, and it did not actually reflect the above costs because there was no item that can reflect credit risk management costs in the derivatives design program of the bank, and it was very complicated to calculate the cost or to keep accounts ex post facto.

The expenses of the dynamic hedge cost is an ex post facto act of a bank to receive a strict difference between the call option and put option, and the option theory is required to achieve the option immediately, so it is not necessary to collect the hedge cost separately. In fact, the Defendants are not able to calculate the dynamic hedge cost separately from put put to place to place to place to place to place to place to place to place to place to the Plaintiff. Nevertheless, it is improper for the Defendants to collect the dynamic hedge cost separately from put to place to place to place to place to place to place to place to the Defendants, and the Defendants did not pay the dynamic hedge cost even though the Plaintiff sold to the Defendants, as an option seller, did not receive the dynamic hedge cost from the Defendants.

B. The Plaintiff was exempted from the Plaintiff’s deposit or deposit in consideration of the Plaintiff’s credit rating, and it is unreasonable to impose credit risk management expenses under the instant currency option contract on the Plaintiff, and even if the imposition is legitimate, it should have been returned after the completion of the instant currency option contract.

(B) excessive fee imposition claim

㉠ 키코 통화옵션계약과 같은 통화파생상품 거래는 기초자산의 가격변동을 회피하거나 가격변동에 따른 차익을 얻기 위한 투기 내지 차익거래이므로 즉석에서 통화를 교환하는 환전과는 본질이 다르다는 점(이에 대하여 피고들은 키코 통화옵션계약과 같은 환 헤지 계약은 환전을 전제하므로 그 본질은 환전이라고 주장한다), ㉡ 이 사건 각 통화옵션계약의 수수료 비율(마진율)은 투입된 비용을 분모로 산정하여야 하는데 옵션거래와 같이 거래대상의 가격이 존재하는 경우의 투입된 비용이라 함은 해당 옵션의 가격인 점, ㉢ 제로 코스트 구조에서는 콜옵션 이론가가 줄어들 경우 그에 따라 풋옵션 이론가도 줄어들어야 하므로 실질적으로 풋옵션 이론가에 반영되지 않는 경제적 이익이란 존재하지 않는 점, ㉣ 우리나라 선물시장에서도 통화선물이나 선물환은 거래대금을 기준으로 수수료를 받으나 통화옵션계약의 경우에는 거래대금이 아닌 옵션 가격(프리미엄)을 기준으로 수수료를 받고 있고, 실제로 외환은행은 장내달러옵션상품의 수수료를 옵션 프리미엄(옵션대금)의 1.5%라고 표시하고 있으며(갑 100호증 외환은행 수수료 자료), 파생상품에 관한 전문서적인 Structured Equity Derivatives, Harry M. Kat에서도 파생상품 전문회사가 옵션의 개별적 거래에서 수수료를 수취하고자 할 경우 옵션 이론가의 10.5% 정도이면 충분하다고 설명하고 있는 점 등을 고려하면 이 사건 각 통화옵션계약의 마진율은 콜옵션의 총 계약금액이 아닌 풋옵션의 이론가를 기준으로 산정하여야 하는데, 이를 기준으로 계산하면 피고들의 마진율은 피고들이 제시한 수치에 의하더라도 최저 마진율이 71%에 이르고(이 사건 ④ 통화옵션계약의 경우), 특히 피고 우리은행이 이 사건 ③ 통화옵션계약에 따라 원고에게 부과한 수수료 106,643,767원은 원고가 EIV 조기종결조건에 따라 이 사건 ③ 통화옵션계약을 통해 얻을 수 있는 최대이익인 75,000,000원의 142%에 이르는 등 부당하게 과다하다(이에 대하여 피고들은, 키코 통화옵션계약을 통해 기업이 얻는 경제적 이익이 풋옵션 이론가에 모두 반영되지 못한다는 이유로 콜옵션 계약금액을 분모로 마진율을 산정하여야 한다고 주장한다).

(2) Determination on the illegality of a fee imposition

(A) Details of the commission

According to the result of the fact-finding conducted by the court of the first instance against Non-Party 3, the witness of the first instance and the first instance trial, the appraiser Non-Party 5, as stated in the evidence No. 11, Eul evidence No. 56, and 61, and the fact-finding conducted by the court of the first instance against Non-Party 5, the Defendants, as stated in the [Attachment 4], by setting the call option theory acquired by them as the instant currency option contract at a higher price than the put option theory acquired by the Plaintiff, receive the difference equivalent to the difference as a commission or a margin (marinju 29). The commission includes credit risk management costs to customers, dynamic hedge expenses, derivatives design, negotiation, sale, post management, and duties related to the use of human and material resources incidental thereto, and net profits.

(B) The Plaintiff asserted that the difference between put options and put options is not the difference between the Plaintiff’s theoretical value of the currency option contract and Nonparty 1’s currency option contract, or that it actually did not reflect the expense item in the premium, and that the above expense item was omitted in the evidence No. 63-2 (the internal approval data of Defendant CB) of the Defendant Bank’s employees Nonparty 3, the witness of the instant currency option contract, and that it stated that “the Defendant Bank stated that it was not subject to dynamic hedge cost” while entering the instant currency option contract, but the above internal approval material was indicated as evidence No. 67 of the instant currency option contract’s credit risk assessment on the Plaintiff, or that it was indicated as evidence No. 97 of the instant currency option contract’s credit risk assessment on the Plaintiff’s derivatives transaction. However, it is difficult to conclude that the Plaintiff’s internal approval material indicated as evidence No. 70 of the instant currency option contract’s credit risk assessment cost and No. 97 of the instant currency option contract’s appraisal cost and No. 17. 97 of the instant currency option.

(C) On the Plaintiff’s assertion that it is unreasonable to levy the dynamic hedge cost on the ground that it is impossible to calculate the dynamic hedge cost, etc., the bank holding foreign currency options through options such as each currency option contract in this case purchases foreign currency between whether put options are exercised or not, and upon delegation under Article 11 of the Foreign Exchange Transactions Act, the foreign exchange transaction regulations and the note 31 established by the Minister of Strategy and Finance under Article 206-26 of the Foreign Exchange Transactions Act are limited to the foreign exchange exchange options held by the bank under the said regulations and regulations, and thus, it is necessary for the bank to maintain foreign exchange soundness in light of the Plaintiff’s assertion that it is difficult for the bank to continuously purchase foreign currency options at a specific time under the pretext of the hedging transaction in light of the fact that it is impossible for the bank to separately purchase foreign currency options at the rate of exchange fluctuation, not at the rate of exchange fluctuation, in light of the fact that it does not have an effect on individual currency options trading at the rate of exchange fluctuation, and thus, it is difficult for the bank to keep foreign currency soundness.

(라) 옵션의 이론가에는 그 옵션의 헤지비용이 다 반영되었으므로 이를 추가적으로 부담시키는 것은 타당하지 않고, 원고도 동적헤지비용을 피고들로부터 지급받아야 한다는 원고의 주장에 대하여 보건대, 을나 51, 58, 61호증의 각 기재와 변론 전체의 취지를 종합하여 인정할 수 있는 다음의 사정, 즉 ㉠ 이론적으로는 옵션의 이론가는 이론적 헤지비용을 포함하고 있기는 하나, 옵션의 이론가가 헤지비용을 모두 반영하기 위해서는 (i) 기초자산의 수익률이 표준 정규분포를 이루고, (ii) 변동성과 금리가 만기까지 일정하며, (ⅲ) 금융기관이 거래비용 없이 계속적으로 반대거래를 할 수 있다는 이론적 가정하에서만 가능하나, 현실 거래에 있어서는 위와 같은 가정이 충족될 수 없는 점, ㉡ 특히 동적헤지는 1회의 거래로 끝나는 것이 아니라 옵션 만기시까지 옵션의 가치에 영향을 주는 환율, 변동성, 금리의 변화에 맞추어 지속적으로 수행하는 반대거래방식이므로 그에 따라 중개인에게 지급하는 수수료와 같은 거래비용이 상당히 발생하게 되고, 또한, 녹인과 녹아웃 조건이 있는 배리어 옵션의 경우 배리어 환율 부근에서 환율이 변동할 때 옵션의 가격이 급변하고 불연속적으로 변화하게 되어 헤지비용이 더 많이 소요되는 점, ㉢ 이러한 사정 때문에 옵션의 이론가를 초과하는 헤지비용이 발생하게 되며, 모든 금융기관은 이러한 헤지비용을 반영하여 옵션의 대고객 가격을 산정하고 있는 점 주33) , ㉣ 원고는 수출대금으로 지급받을 외화의 가치 하락으로 인한 손실을 피하기 위한 헤지 목적으로 피고들과 이 사건 각 통화옵션계약을 체결한 것인데, 기초자산인 달러 현물을 보유하고 있는 이상 피고들에 대한 콜옵션 의무 이행을 위하여 보유하고 있는 달러를 행사환율에 매도하면 되므로 별도로 동적헤지를 할 필요가 없는 점 등에 비추어 보면 원고의 위 주장은 타당하지 않다.

(E) Meanwhile, considering the fact that a bank imposes an obligation to assess and manage credit risks that may arise from various kinds of transactions at financial institutions under Article 30(3) of the Banking Business Supervision Regulations, i.e., (i) the obligor’s default, default on contractual obligations, etc. (i.e., (ii) the obligor’s credit risk management expenses; and (iii) the burden of managing the risks that may arise from various kinds of transactions at financial institutions; (iv) the deposit or deposit is paid by the bank as one of the means of preserving the claims while providing credit guarantees; and (v) the bank was exempted from the other party’s deposit money, etc. on the contrary that it did not cause the other party to the transaction; and (v) the bank, from the standpoint of the point of view of the fact that it is unnecessary to establish a bank’s credit risk management expenses that may be imposed upon the other party to the transaction without considering the other party’s credit risk risk assessment method, i.e., the method of computing the price of each option by reflecting the risk of the company’s credit risk in its own way of risk assessment.

(ju 35) In the first instance inquiry of Nonparty 5, the need to receive credit risk management costs can also be confirmed.

2.BSS or the Financial Supervisory Service, contained in the main text, confirms that the basis of credit risk management is the management of expected losses, and reflecting such operating expenses in the manufacturing process falls under the basic matters in all transactions as well as derivatives. 3. It is very general that the transaction price is calculated in consideration of the other party’s credit rating. As seen earlier, the adjustment of the assessment amount according to the other party’s credit rating should reflect the credit rating in the price, and IFRS also presents the standard to reflect the assessment amount, including credit rating, in the International Financial Reporting Report Standards and International Accounting Standards.

(F) In addition, as seen earlier, it is difficult to uniformly conclude that the cost of credit risk management, dynamic hedge cost is determined based on the purpose, management ability, market situation, etc. set by the policy decision of a bank, which is a manager of monetary derivatives, and thus, it is difficult to determine whether it can be fair or appropriate to a certain extent. Since a bank trades currency derivatives, such as the instant currency option contract, as part of its original business, as a part of its business, it is reasonable for a bank to incur business cost incurred in the design, negotiation, sale, post management, and the use of human and material resources incidental thereto. In full view of the fact that a currency derivatives contract is concluded through the sale of monetary derivatives, it can be sufficiently expected that all of the expenses would be recovered from the other party to the contract and that a certain profit would be retained by the other party to the contract, and that such expenses, profit, etc. should be reflected in the option’s customer price without explicitly expressing such circumstances, it cannot be deemed unfair or unfair against the Plaintiff.

(3) Whether fees are excessive or not

(A) The basic terms and conditions of a currency option contract are to be exchanged in Korean currency at a certain exchange rate upon maturity. The KIKO currency option contract can be deemed as a kind of modified futures exchange exchange under the simple futures exchange terms and conditions, which are the most representative means of a foreign currency hedge contract ( simple futures exchange may be deemed as a combination of put options and call options). In discussing the purpose and effect of a KIKO currency option contract, it cannot be ruled out, and the size of exchange or exchange hedge is vary depending on the contract amount. Furthermore, according to the purport of the statement in B or 24 and 27-1 through 3 as well as the entire arguments, the Bank receives a certain amount of the contract amount per se in the manner of adjusting the exchange rate, and even in the case of a currency exchange contract, the Bank receives more than six (1) currency exchange option costs from the total amount of the contract amount, and the Defendants receive more than one (3) currency exchange option costs from the financial market and the Defendants receive more than six (1) currency exchange option costs from the total amount of the contract amount.

(B) On the other hand, it is difficult for the Defendants to properly understand whether the costs of credit risk management or the dynamic hedge cost, etc. received by the Defendants were unfairly excessive when considering the call option contract amount of the instant KIKO currency option contract, because the Plaintiff failed to submit evidence on the calculation method, etc. of the above costs, and the Defendants also failed to disclose it on the grounds that it is trade secrets. However, it can be seen that the instant currency option contract is a product used for exchange or exchange hedging, which is used for exchange or exchange hedging, compared with the transaction fees of a kind similar to the exchange or exchange hedging transaction. In light of the calculation of the commission rate or the margin rate of each of the instant currency option contracts based on the total contract amount of call option based on the total contract amount of the call option, it cannot be deemed that it is considerably excessive compared to the margin ratio of other financial transactions, such as funds, etc., which can be known by the respective statements in Eul or 28 through 30.

( Note 37) Comparison with other financial instruments trading margin (No. 28 to 30)

No more than 1.0% of the fund sales commission within 0.8 to 1.9% of the loan interest rates of 0.5 to 1.5% of the ESS MS MS MS MS MS MS 1.0%, which is contained in the main sentence, 0.31% of the fee for trading 0.31% from 1.65% of the fee for fund sales.

(C) The Plaintiff asserts that put options theory reflects the economic value of options, and thus, should be the basis for determining the propriety of fees. The Defendants asserted that economic benefits, such as profits derived from the exchange rate higher than the current exchange rate through each of the instant currency options and exchange profits pursuant to the setting of green conditions (where the initial exchange rate is higher than the exercising exchange rate and lower than the green exchange rate), are not reflected in the theory of put options. In addition, as seen earlier, the Defendants’ act of the highest portion of the commission items received through each of the instant currency options is the cost of credit risk management and the dynamic hedge cost. Such expenses are calculated according to the call option contract amount, which serves as the basis for the Plaintiff’s duty. However, as the Plaintiff’s assertion, it is difficult to understand that the Plaintiff’s argument should be based on the conclusion that it would be difficult to understand the cost of put options, such as the cost of managing put options or the cost of using them when put options are lower, and thus, it should be difficult to understand the Plaintiff’s reasonable.

(D) We examine the plaintiff's assertion that the bank has a prudent standard for the performance rate of options and that the financial instruments professional account books are equally explained, and the case of Gap 100 evidence cited by the plaintiff is related to the currency option product. In the internal transaction, while the intermediary company receives a fixed amount or fixed rate in return for the intermediary act from a contracting party, it is different in nature from that of the contracting party. In the case of the internal currency option transaction, it is open to the public in return for the provision of services, which is the intermediary's act, because it is the customer's price. In reality, it is not possible to receive the fee in return for the provision of services, other than the method of receiving the fee in exchange for the intermediary's act, and it is not necessary to manage credit risk or take dynamic hedging, which is nothing more than the other contracting party. Meanwhile, it is sufficient to conclude that the plaintiff's fee in exchange for the derivatives option transaction can be calculated based on the plaintiff's explanation that it is insufficient to accept the fee in exchange for the above option transaction.

(E) According to the evidence evidence evidence No. 11, if the commission imposed on the Plaintiff pursuant to the above currency option contract of this case is known to the fact that it causes 106,643,767, and the Plaintiff is merely 75,00,000 won in accordance with the terms and conditions of early termination of the instant currency option contract. However, the amount is limited to the maximum profit that the Defendant bank can obtain directly from the Defendant bank by exercising put options under the instant currency option contract of this case, and it does not include the profits that the Plaintiff would obtain by using put options, but is not reflected in put options, i.e., the exchange rate of exchange at a lower rate than the exchange rate of 90,000,000 won in exchange rate of 9,000 won in exchange rate of exchange than the exchange rate of 9,000 won in exchange rate of exchange at the time of the instant currency option contract of this case.

(f) Therefore, the Plaintiff’s assertion that the commission of each currency option contract of this case is excessive is without merit.

E. Whether the instant currency option contract becomes invalid

(1) The plaintiff's assertion 38

The Plaintiff. The Plaintiff concluded with the Plaintiff on January 18, 2008, the instant currency option contract, which was concluded with the Plaintiff on October 30, 2007, is a contract re-structured by reflecting the settlement money calculated in the course of liquidation of the instant currency option contract, and unlike the termination of the contract based on the termination clause in the foreign exchange transaction agreement, the Defendant Woori Bank terminated the instant currency option contract without any grounds. The instant re-structure contract constitutes a unsound transaction designated by the Financial Supervisory Service, and the instant currency option contract constitutes a transaction with the content of transferring losses of the instant currency option contract, and the instant currency option contract constitutes a unsound transaction designated by the Financial Supervisory Service. The Defendant Woori Bank did not perform its duty even though it was required to report to the Bank of Korea pursuant to Article 7-40(2) of the Foreign Exchange Transaction Regulations, and thus, the instant currency option contract is null and void.

(2) Determination

(A) Relevant provisions

본문내 포함된 표 ◆ 외국환거래규정 (2007. 12. 17.) 제7-40조(거래절차) ② 거주자간 또는 거주자와 비거주자간 파생상품거래로서 제1항에 해당하지 않는 거래 또는 다음 각호의 1에 해당하는 거래를 하고자 하는 경우에는 한국은행총재에게 신고하여야 한다. 다만, 다음 각호의 1에 해당하는 거래를 하고자 하는 경우에는 한국은행총재가 인정하는 거래타당성 입증서류를 제출하여야 한다. 2. 기체결된 파생상품거래를 변경, 취소 및 종료할 경우에 기체결된 파생상품거래에서 발생한 손실을 새로운 파생상품거래의 가격에 반영하는 거래를 하고자 하는 경우 ◆ 파생상품 업무처리 모범규준 (2006. 12. 14.)(주39) [8] 거래 및 투자시 유의사항 2. 거래의 적정성 8-2-1. 금융회사 및 관련직원은 장외파생상품을 이용하여 다음과 같은 유형의 불건전거래를 하여서는 안 된다. 가. 손익의 은폐 또는 조작 등의 목적으로 시장가격과 다른 조정가격에 의해 외환, 유가증권 또는 파생상품 등을 거래하는 행위 나. 기존 파생상품거래를 변경·취소 또는 종료하면서 기존 거래에서 발생한 손익을 신규 파생상품거래의 가격에 반영하는 행위 다. 손익 은폐 또는 조작 등의 목적으로 금융회사의 보유자산이나 외환포지션 또는 스와프포지션 등을 고객계정이나 가명계좌 또는 신탁 계정 등에 은닉하는 행위 라. 고의적으로 상기 거래의 상대방이 되는 행위 등

Note 39) (No. 14, 2006)

(B) The process of concluding the instant currency option contract

In full view of the overall purport of the argument between the Plaintiff and the Defendant Bank on October 30, 2007, the Plaintiff and the Defendant Bank, which entered into the instant currency option contract as indicated in the evidence No. 3, part of Nonparty 1’s witness at the first instance trial, and Nonparty 3’s testimony at the first instance trial. On January 18, 2008, Nonparty 1 asked Nonparty 3 of the countermeasures against the instant currency option contract upon the rise of the market exchange rate of KRW 951,00,00,000, the exchange rate of KRW 4,000,00,000, which is the initial exchange rate of KRW 9,00,000,000, KRW 3,000,00,000,000,000,000,000,000,000,000,000 won.

(C) Whether the instant currency option contract was grounds for termination

On the other hand, the contractual party can terminate the contractual relationship by mutual agreement. According to the above facts, Nonparty 1 and Nonparty 3’s employees in charge of Plaintiff 1 and Defendant us bank agreed to take countermeasures against this high possibility of fulfilling the pre-existing contract terms due to exchange rate increase, and agreed to liquidate the instant currency option in the middle of the instant currency option contract and to offset the liquidation amount incurred by the new settlement amount by the difference of the option of the instant currency option contract. As such, the instant currency option contract was lawfully terminated by mutual agreement between the parties, and thus, the Plaintiff’s assertion that Defendant us unilaterally terminated the instant currency option contract without any ground is without merit.

(D) Whether the instant currency option contract is subject to reporting or unsound transaction

1) As to this, the Defendants stated in Article 2-54(2) of the former Regulations on Foreign Exchange Transactions (amended by Presidential Decree No. 1992, Sep. 1, 1992) that “in the event of change of terms and conditions of a contract, such as the change of the amount or the extension of the period for forward forward exchange transactions, or new futures exchange transactions for this purpose, foreign exchange banks and foreign exchange parties shall settle and deliver exchange profits and losses incurred from forward exchange transactions at the time of change of the terms and conditions of the contract or the conclusion of a new futures exchange contract, and shall not compensate for exchange profits and losses by reflecting them in futures exchange rate (Hist note 42).” Defendant CF bank’s settlement of losses incurred from existing transactions and settlement amount equal to the settlement profit and loss amount of exchange rate increase, which is the same as the settlement profit and loss amount of the settlement profit and loss of the existing transaction, or that it does not constitute the first settlement of exchange rate of exchange rate (which is the legitimate rate of exchange rate of exchange contract) in the process of exchange settlement.”

2) 살피건대, 외국환거래규정의 전신인 외국환관리규정 제2-54조 제4항(을가 44호증)이 기존 거래의 손실이 정산되지 않고 신규 거래의 가격에 반영되는 거래(Historical Rate Rollover)를 제한하는 취지임은 분명하나, 그 후 현재의 외국환거래규정 조항과 같이 문안과 위치가 바뀌면서 ‘기체결된 파생상품거래에서 발생한 손실을 새로운 파생상품거래의 가격에 반영하는 거래’라고만 규정하고 있고, 2006. 12. 14. 마련된 파생상품 업무처리 모범규준도 같은 내용으로 규정되어 있을 뿐 기존 거래를 “정산·수수”해야 한다거나 “선물환율에 반영하는 방법(Historical Rate Rollover) 등으로 환차손익을 보상하여서는 안 된다”는 표현은 사용하지 않고 있으므로, 위 외국환거래규정이나 모범규준에서 규정하는 신고대상거래 또는 불건전거래가 반드시 Historical Rate Rollover, 즉 역사적 가격에 의한 거래에 국한된다고 해석하기는 어렵다. 또한, 당원의 금융감독원에 대한 2011. 1. 18.자 사실조회결과는 ‘㉠ 손실이전거래는 기존 파생상품거래에서 발생한 손익을 신규 파생상품거래의 가격에 반영함에 따라 계약조건 변경, 계약규모 증가 등에 따른 손실 확대 가능성, 그에 따른 신용위험 증가 및 금융회사의 리스크 관리 부실 등이 야기될 수 있어 파생상품 업무처리 모범규준에서 이를 불건전거래로 금하고 있으나, 관계당국(한국은행 총재)에 신고한 경우 예외적으로 허용되어 왔음. ㉡ 은행의 장외파생상품 거래에 대한 금융감독원의 검사과정에서 은행들이 관계당국 신고로 손실이전거래가 허용되는 범위에 대해 손익의 은폐 목적이 없고 기존거래에서 발생한 손실을 결제하고 신규 거래가격이 공정하게 결정되는 거래형태는 실질적으로 손실이 이전되더라도 관계당국 신고 없이 허용된다는 주장을 제기하였으며, 이에 대해 우리 원에서는 기획재정부에 유권해석을 의뢰(’08. 6월)하여 동 범위를 명확하게 하였음. 이와 관련하여 제재심의위원회(2010. 8. 19.)에서는 은행이 기획재정부의 유권해석이 있기 전에는 손실이전거래 허용범위에 대한 해석상 논란이 있었던 점 등을 감안하여 논란이 해소된 기획재정부 유권해석(’08. 7월) 이후 취급한 손실이전거래에 대해서만 제재하는 것이 타당하다고 판단하였음. ㉢ 2005. 8. 29.자 이메일은 금융감독원 직원 개인이 의사결정과정을 거치지 아니하고 개인 이메일을 통해 의견을 표명한 것으로 기존거래로부터 발생한 손실을 정산하여 장부에 계상할 경우 손실 은폐 목적의 HRR(Historical Rate Rollover) 거래에는 해당되지 않는다는 취지로 HRR 개념에 국한하여 답변한 것으로 보여짐. 이러한 HRR 거래는 파생상품 업무처리 모범규준에서 규제하고 있는 손실이전거래에 포함되는 하나의 거래형태이나 손실이전거래가 모두 HRR 거래라고는 할 수 없음‘이라는 내용이고, 당원의 한국은행에 대한 사실조회결과를 보면 ’외국환거래규정 제7-40조에 따라 한국은행이 손실이연거래의 당사자로부터 당해 파생상품거래의 필요성 및 가격적정성 입증서류를 제출받고 있는 것은 시장에서의 손실이연거래 체결상황을 모니터링하기 위한 것이고, 신고의무자는 거래당사자 모두이지만 외국환은행이 신고한 사례는 거의 없었고 대부분 고객이 신고를 하였으며, 과거 허가사항이었으나 외환거래 자유화에 따라 2006. 1. 1.부터 신고사항으로 전환되었으므로 한국은행이 신고내용을 심사하여 선별적으로 수리를 할 수는 없고 신고인이 제출한 자료를 검토하여 형식적 요건에 하자가 없으면 원칙적으로 바로 수리하고 있다‘는 내용인 점, 파생상품 업무처리 모범규준은 8-2-1. 나.항에서 손실이전 유형의 불건전거래를 규정하면서 이와 별도로 가.항에서 ‘손익의 은폐 또는 조작 등의 목적으로 시장가격과 다른 조정가격에 의해 외환, 유가증권 또는 파생상품 등을 거래하는 행위’를 불건전거래로 규정하고 있는 점 등에 비추어 금융감독원이나 한국은행은 외국환거래규정과 파생상품 업무처리 모범규준에서 정하는 신고대상거래 또는 불건전거래를 역사적 가격(Historical Rate Rollover)에 의한 거래에 국한하는 것으로 해석하여 실무를 운영하고 있는 것은 아니라고 보인다. 이러한 점을 종합하여 볼 때 외국환거래규정이나 파생상품 업무처리 모범규준의 손실이전거래 관련 해당 조항들이 적용대상을 ‘기존 거래에서 발생한 손실을 신규 거래의 가격에 반영하는 거래’라는 다소 모호하면서도 광범위하게 해석될 수 있는 표현으로 규정된 이유는, 파생상품거래와 관련한 회계(재무) 투명성을 확보하겠다는 차원에 그치겠다는 것이 아니라 이 사건 각 통화옵션계약과 같은 장외파생상품이 첨단금융기법이 활용된 계약구조를 갖고 있음으로 인해 상당한 위험성이 내재되어 있어 손실이전거래를 하는 경우 손실 발생에 대한 진지한 고려 없이 무분별하게 거래를 확대함으로써 광범위한 손실을 초래할 여지가 있으므로 기업의 거래 목적·재무상황·금융 거래 경험 등 여러 가지 사정을 고려하여 당해 파생상품이 기업에 적합한지 여부를 신중하게 판단하게 하자는 데 있다고 할 것이다. 따라서 이 사건 ③ 통화옵션계약을 중도청산하면서 그 중도청산금 상당액을 새로 체결하는 계약의 옵션 프리미엄에 반영하는 방식으로 체결한 이 사건 ⑥ 통화옵션계약은 외국환거래규정 제7-40조나 파생상품 업무처리 모범규준 8-2-1.에서 정하고 있는 신고대상거래 또는 불건전거래로 규정하고 있는 손실이전거래에 해당한다고 할 것이다.

(E) However, apart from the fact-finding on the Bank of Korea of Korea, the concept of reflecting profits and losses incurred in existing derivatives transactions, i.e., losses, if all losses incurred in previous transactions are unsound transactions, is ambiguous to reflect them in the new transaction price, and all such transactions are prohibited. It does not fit the transaction reality and may cause big confusion to the financial market. The above model practice is merely based on guidelines prepared by the financial authorities, such as the Financial Supervisory Service, to guide and supervise financial institutions, and it is not simply prescribed in Article 7-40 of the Foreign Exchange Transaction Regulations or as matters to be reported. The above fact-finding on the Bank of Korea of Korea does not provide for "for losses incurred in previous transactions, foreign exchange banks or their customers to whom the person obligated to report foreign exchange transactions is not obliged to report in case of deferred transactions," and the reasons why the above contract cannot be seen as null and void by considering the fact-finding structure of the company's experience in foreign exchange banks or its customers, and thus, it cannot be seen that the above contract was not accepted or reported by the Bank of Korea.

(3) Ultimately, we cannot accept the Plaintiff’s assertion that each currency option contract of this case constitutes a fraudulent nature that cannot be converted from the Plaintiff’s standpoint.

F. Determination as to the assertion that unfair terms are invalid

(1) The plaintiff's assertion

(A) Each currency option contract of this case provides the basic contents of each option’s exercise conditions, contract amount, exercise price, settlement method, payment terms, etc. for a large number of small and medium-sized exporters including the Plaintiff in a standardized form, and it cannot be deemed that the Defendants underwent individual negotiations on the exchange rate, melt-out exchange rate, etc. within the individual scope set by the Defendants. Thus, the contents of each currency option contract of this case are characterized as terms and conditions under the Act on the Regulation of Terms and Conditions.

(B) The instant currency option contract constitutes “a clause which is unreasonably unfavorable to a customer” under Article 6(2)1 of the Act on the Regulation of Terms and Conditions because there is a significant imbalance between put-in options and put-in options, and the value of put-in options, and thus, constitutes “a clause which is unreasonably unfavorable to a customer” under Article 6(2)2 of the Act on the Regulation of Terms and Conditions as it is difficult for a customer to fully recognize the possibility of loss from a customer’s position. As such, the instant currency option contract constitutes “a clause which is difficult for a customer to expect in light of all circumstances, such as the type of contract transaction, etc.,” under Article 6(2)2 of the Act, and thus, constitutes “a clause which is difficult for the customer to expect in

(2) Determination

(A) Whether the provisions of each currency option contract of this case constitute a standardized contract

1) "Terms and Conditions subject to the Act on the Regulation of Terms and Conditions" refers to "any terms and conditions, regardless of their name, form or scope, which are the contents of a contract prepared in advance by a party to a contract to enter into a contract with a large number of other parties" (Article 2 (1) of the Act on the Regulation of Terms and Conditions). If one party to a contract and the other party have an opportunity to negotiate with a certain contract and the other party have an opportunity to adjust their interests, the terms and conditions subject to the Act on the Regulation of Terms and Conditions do not constitute a standardized contract subject to the regulation of the Act on the Regulation of Terms and Conditions, since there is no unilateral nature in the content of a contract through such coordination (see Supreme Court Decision 2

2) However, comprehensively taking account of the various testimony and arguments of Non-Party 3 as witnesses of Non-Party 1, 2, and the first instance trial, it is recognized that the contract amount, exercise rate, exchange rate, melter and Green Cross, contract term, etc. of each of the instant currency option contracts have been determined through individual negotiations between the Plaintiff and the Defendants, and whether each of the terms and conditions, as well as individual figures of each of the terms and conditions, and whether each of the terms and conditions is to choose a certain period of structure, it cannot be deemed as a standardized contract, regardless of whether there is any defect in the expression of intent in the process of the determination, and the above provision of this case does not constitute a standardized contract. Further, according to the structure of each of the instant currency option contract, it cannot be seen as having been prepared in advance by the Financial Services Commission in order to conclude contracts with multiple companies, and the structure of each of the instant currency option contract itself constitutes an issue of whether the contract price, exchange rate, melter and Green Cross contract terms and conditions are concluded or not.

(B) Whether the structure of each currency option contract of this case is unfairly disadvantageous to the Plaintiff

1) As the Plaintiff’s put options are attached to the Plaintiff’s put options, the exchange rate falls below the green-out exchange rate or below the EIV early termination condition, or when EIV early termination condition is fulfilled, the Defendants’ losses are restricted due to the termination of the contractual relationship. On the other hand, when the exchange rate increases due to the absence of such device (the Plaintiff’s losses on the Plaintiff’s note 46). The Plaintiff’s losses can be expanded as theoreticalless unless there are currency goods. The instant currency option contract is designed more than the Plaintiff’s theoretical value of the options acquired by the Defendants, which is the structure of receiving the profits by the Defendants, and it is the same appearance as there is no payment for the options transaction. The Plaintiff’s original purpose is to achieve the remainder of the contract term due to the termination of each of the original contract terms and conditions when the exchange rate at the market price falls below the foreign exchange rate or the cumulative profits of companies exceed the accumulated profits of each of the instant currency options contract.

2) However, in order to determine whether a provision of a certain contract has lost fairness, the overall contents of the contract shall be comprehensively considered not only the contents of the contract itself but also the contents of the individual agreement included in the same contract and the mutual relationship with other terms and conditions. In particular, in a case where the profit or loss of a contracting party is directly connected to an indefinite element such as exchange rate fluctuations in the future and a quid pro quo relationship is formed based on the probability and forecast of such dynamic factor and the overall assessment of the degree of risk acceptance, it is not possible to determine whether a contract is fair retroactively based on the circumstances ex post facto realization, and it is necessary to determine whether the terms and conditions are reasonably formed at the time of the conclusion of the contract. If it is impossible to determine that the terms and conditions were unfair at the time of the conclusion of the contract, in principle, even if the terms and conditions were substantially disadvantage to customers in light of the terms and conditions’ fairness, it cannot be considered in determining the fairness of the terms and conditions. The structure of each contract of this case also becomes inappropriate for both parties to the contract and the Defendants’ expectation interest after exchange rate fluctuations.

3) Furthermore, as seen earlier, the customer price of the option acquired by the Defendants includes credit risk management expenses, dynamic hedge expenses, net profits, etc. borne by the Defendants. The imposition of such fees cannot be deemed unfair or excessive. As long as the Defendants are profit-making enterprises pursuing, it is reasonable to make certain profits through the conclusion of each currency option contract in this case and it is possible for anyone to sufficiently anticipate such profit. Although the Plaintiff’s exposure to exchange risk is true when the market exchange rate falls below the market exchange rate, the instant currency option contract is not intended to avoid any risk resulting from the decline in exchange rate, but rather, to make it possible for the Plaintiff to take account of such factors as the Plaintiff’s exercise rate of option, etc. to take into account only the risk of exchange hedging to the extent that is highly likely, and thus, it cannot be seen that there is no unreasonable or unreasonable possibility that the Plaintiff would have suffered losses due to the Plaintiff’s occurrence of an excessive increase in the exchange rate compared to the futures exchange rate, and the Plaintiff’s assertion that the instant currency option contract does not fall under the Plaintiff’s structure or the instant currency option provision.

4. Judgment on the claim for cancellation of a contract

A. The plaintiff's assertion

(1) Degrasation or mistake as to the appropriateness of foreign exchange hedging

The structure of each currency option contract of this case, upon fulfillment of the conditions for melting the structure of each currency option contract of this case, could not be converted into foreign currency, and upon fulfillment of the conditions for melting, the Plaintiff was subject to new risks, thereby deceiving the Plaintiff as if it was a contract suitable for foreign exchange hedging, or inducing the Plaintiff’s mistake.

(2) Fraud-related deceptions

(A) In principle, in cases where the option option is referred to as “the option”, the theoretical value is the same, and in cases where it is intended to refer to the market value of the option added with the commission, the specialized books generally refer to “the actual price” or “market price,” and thus, the real meaning of the currency option is the same as put option and call option, i.e., the conclusion that each of the options theory is identical.

(B) The most important factor in the calculation of the option theory is a variable, and when the bank makes a variable transaction with a small and medium enterprise which is irrelevant to derivatives, it can present option price by unilaterally inputting a favorable value of the purchase (49) and the fluctuation value of the seller, and since the company has no choice but to accept the price presented by the bank without any particular interest, it could obtain profits equivalent to the difference in the purchase-sale price. Meanwhile, the options theory means the expected hedge cost, that is, if the bank is successful at the same time, the cost can be less than the hedge cost expected to be received at the premium, and if so, the bank will obtain additional profits equivalent to the difference. Accordingly, even if each put option is the same as the put option structure or sales price.

(C) The Defendant us bank stated in the instant currency option contract “Preium Co., Ltd.” and the Defendant C&S bank explained that there was no commission to the Plaintiff, but actually designed to place the call option theory at a higher level than the option theory, the Defendant us bank received KRW 34,648,540 from the instant currency option contract, ③ KRW 106,63,768 from the instant currency option contract, ④ KRW 71,702,798 from the instant currency option contract, and KRW 18,757,973 from the instant currency option contract, and KRW 231,753,079,079,000 from the instant currency option contract, and the Plaintiff received KRW 39,596,672 from the instant currency option contract, and thus, the Plaintiff received the difference between the commission and the commission.

(3) The assertion that the customer price was adjusted

(A) The theory of options is immediately a customer price, and the company entering into a contract must know the customer price of put options (i.e., put options) and identify the expected profit, and on the contrary, the customer price of put options should know the degree of risk he/she takes over. If the bank does not disclose the customer price of put options, the customer can not know how much he/she paid the fee, and the risk level can not be assessed. (ii) in foreign countries, the customer is receiving put options and put options in cash if there is a difference between put options and put options' theory, and is also being separately calculated, and it emphasizes that the other party would seek expert advice on them. Therefore, the theory of put options including put options' price and put options' price, i.e., put options' price, customer price, should be provided to the customer.

(State 52) The Plaintiff presented the following product specifications (Evidence A 98) and the 19 years (A), 12560 (Evidence A84) at the east District Court, as a case of receiving the amount equivalent to the option difference in cash.

In general, Table XE, contained in the main text, set the spot exchange rate and melter or melter-out exchange rate related to a particular level structuralization option after consulting with the customer to create a cost structure without a premium. In the event of establishing the said exchange rate, Tableex shall take into account all the following factors similar to those used at a premium measurement rate. The actual exchange rate shall be, during the contract amount, the period, the agreed exchange rate and other exchange rates applicable to a specific structure (participation rate, melter or melter-out exchange rate, etc.) exchange rates as of the market, the rate of the country interest in the currency in which the exchange rate and the currency transactions are traded, as of the market, are not subject to the market fluctuation "no premium imposition," provided that the latter is entitled to make advance payment from the customer who does not participate in the contract or at a specific rate of exchange or at a specific rate of exchange or any other premium rate of exchange, and that is not subject to the advance payment.

(B) Nevertheless, banks, including the Defendants, who sold KIKO currency option products, did not accurately indicate the fact that they did not indicate the customer price in the contract, and accordingly, the Plaintiff, a customer, did not accurately recognize the risk of put options and the risk of put options, and entered into the contract of this case that, by reflecting the fact that put options are imposed on the customer price of put options, the amount of put options was smaller than the actual theoretical value, and the expansion or reduction rate was based on the contract, and without any standard (e.g., the rate) by each bank. The Defendant bank did not state the customer price in the contract of this case. As can be seen, banks did not indicate the customer price of put options as if they were not related to the theoretical value of put options. Accordingly, the Plaintiff, a customer, did not recognize the customer price accurately, and concluded the contract of this case that the amount of put options was equal to the option value by entirely gathering the fact that the customer price of put options was reflected in the customer price of put options.

B. Determination

(1) Degrasation or mistake as to the appropriateness of foreign exchange hedging

As seen earlier, the Plaintiff’s assertion that the instant currency option contract is not a financial product suitable for exchange hedging is groundless. At the time of entering into the instant currency option contract, the Plaintiff’s employees sought explanations on the key contents such as the basic structure of the instant currency option contract, and concluded each of the instant currency options with a view to comparing exchange rate with the exchange rate at a conversion rate at a conversion rate at a conversion rate at a conversion rate at a substitution, or exercising put options at a exchange rate higher than the market exchange rate at a conversion rate at a higher exchange rate than the market exchange rate. In the process, the Plaintiff’s assertion that the instant currency option contract was exposed to exchange risk due to the fulfillment of the terms and conditions of the Plaintiff’s put options, and that the Plaintiff could not be deemed as being aware that the terms and conditions of the instant contract were substantially unfavorable in Section 2, and that the Plaintiff could not be deemed as being subject to the Plaintiff’s assertion that the Plaintiff could not be subject to the increase or decrease of the terms and conditions for the instant currency option.

(2) Fraud-related deceptions

(A) The meaning of the Rocost

1) As indicated in [Attachment 4], the Defendants: (a) determined the call option theory acquired by the Plaintiff at a higher price than the put option theory acquired by the Plaintiff; and (b) received a considerable amount of difference as commission; (c) the above commission included credit risk management expenses for the Plaintiff; (d) dynamic hedge expenses; (e) design, negotiation, sale, and post management of derivatives; and (e) business cost for the use of human and material resources incidental thereto; and (e) net profits, etc.; (b) the Plaintiff: (c) on the premise that Cost’s meaning should be the same as put options and put options theory acquired by the Plaintiff; and (d) the call option theory acquired by the Defendants was set higher than put options theory acquired by the Plaintiff; and (e) the Defendants deceptioned the Defendants as Cost, Ltd; and (e) the Defendants, as to the above fee, should not be the same as put options and put options; and (e) the said fee should be deducted from the theoretical value of put options, not from the theoretical value of put options and put options.

2) In light of the fact that: (a) it is difficult for the Defendants to take advantage of various expenses and operating profits of the currency option contract that constitutes a profit-making company; and (b) it is difficult to view that such business methods are unfair in light of the financial transaction practices, credit risk management, and necessity of opposite transactions pursuant to the foreign exchange transaction regulations; (c) it is difficult for the Defendants to take advantage of the fact that the transaction of put options is rarely not active; and (d) it is necessary for the Defendants to take advantage of the demand of their exporters to take advantage of the fact that the Defendants would not have been able to take advantage of the fact that the Defendants would have been able to take advantage of the same cost of put options; and (e) it is difficult for the Defendants to take advantage of the fact that the Defendants would have been able to take advantage of the same cost of put options, and thus, (e) it is difficult for them to take advantage of the content of each put options contract to receive fees from Nonparty 1’s respective individual transaction options, including the Plaintiff’s 20th market option.

(B) with respect to the profits the bank gains from the Coin goods

In relation to the Plaintiff’s assertion that each theory of call option is identical, banks may take advantage of the difference in the purchase and sale price of put option - sale price. In this process, banks are not in the market developer’s position, but in the market intermediary’s position, banks cannot accept the difference in the purchase price of put option - sale price of put option - sale price of put option - sale price of put option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option 50% because it is difficult to accept the difference in the purchase price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option - sale price of put stock option.

(3) The assertion that the customer price was adjusted

(A) Whether the Defendants are obligated to disclose fees

1) Under the premise that the theory of options should have been provided to the Plaintiff, the Plaintiff asserts that it would be different from the theoretical value of options. If a bank provides customers with options at the customer price naturally, it is inevitable for the bank to disclose the amount of fees equivalent to the difference between the theoretical value of put options and put options theory. However, in light of Article 65 subparagraph 6 (e) of the Enforcement Rule of the Banking Business, financial institutions provide “information at the level of transaction prices other than put on customers.” The above provision that “the transaction cost” is not the theoretical value of put on customers, but it is not clear whether the transaction cost means the cost or profit of the derivatives sales, i.e., the cost of the transaction, but the cost of the transaction at least is not the duty to disclose the transaction price, because it is not the theoretical value of put on customers and the amount of the transaction fee that the bank actually provides to customers, which is not the theoretical value of put on customers, can not be understood that it is necessary for the bank to offer customers information on the theoretical value of the transaction options.

2) 원고는 이론가 차이를 공개하고 그 차액을 현금으로 수취하는 외국의 사례로 호주의 금융회사인 트래블엑스(TRAVELEX)의 상품설명서를 들고 있는데, 동 상품설명서는 "제로 프리미엄 구조하에서는, 구조화 옵션에 관하여 계약 체결시 미리 지급할 프리미엄은 없다(Where a "No premium" structure is created, there is no up-front Premium payable for a structured option)"고 하여 제로 코스트 상품이란 이론가가 동일한 상품이라고 설명한 것이 아니라 계약체결 시점에 현실적인 비용(프리미엄)을 지급할 필요가 없는 상품이라고 설명하고 있고, 상품설명서 중 "단, 더 좋은 조건의 약정환율 또는 특정 구조화 옵션과 관련된 기타 환율을 지정하길 원하는 경우, 환불되지 않는 프리미엄을 미리 지급할 수도 있다(If however, you wish to nominate an improved Strike Rate or any other rate associated with a particular Structured Option，an up-front non-refundable Premium may be payable.)"는 부분도 이론가 차이를 현금으로 수취한다는 뜻으로 해석되기보다 풋옵션과 콜옵션의 대고객 가격 사이에 차이가 생긴 경우, 즉 제로 코스트 구조가 아닌 경우 그 차액을 현금으로 수취할 수 있다는 의미로 이해된다. 또한, 원고는 일본 동경지방재판소 판결(갑 84호증)을 풋옵션과 콜옵션의 이론가 차이가 있는 경우에 은행이 이를 공개하고 그 차액을 프리미엄으로 지급받도록 한 사례라고 소개하였으나, 위 판결을 살펴 보면 문제가 된 상품은 풋옵션과 콜옵션이 결합한 제로 코스트 상품이 아니라, 녹인·녹아웃 조건이 동시에 있는 풋옵션상품이었고, 기업은 금융기관에 녹인·녹아웃 조건이 있는 풋옵션만을 매도하였기 때문에 금융기관으로부터 계약 체결시 현금으로 프리미엄을 지급받았던 것이지 콜옵션과 풋옵션의 이론가(대고객 가격)의 차이가 발생하여 그 차액 상당을 프리미엄으로 지급받은 사례는 아니므로, 결국 위 사례들은 모두 원고의 주장을 뒷받침하기에 적절한 것이 아니다.

(b)the method of calculating customer prices for KIKO options products;

In the event that a bank sells put options to customers, the customer price of put options is determined by adding or reducing the cost and profit of the company to the theoretical value of the put options, so that the bank sells put options to customers, “the customer price theory + the cost and profit,” and “the customer price theory = the cost and profit of the customer when the bank purchases put options from customers. In general, the customer price of put options is determined by adding part of the fees such as cost and profit to put options, and the customer price of put options is determined by setting the customer price of put options at the same level as the other put options by deducting the remaining fees from put options theory. However, it is also possible to determine the customer price of put options at the same level without deducting the contract price of put options at the same level as the contract price of put options at the same time without deducting the contract price of put options at the same level as the contract price of put options at the same time.

(C) Whether each customer price should be specified for each option

1) Meanwhile, in the transaction confirmation statement (Termet, B, or 44-1), Defendant Cmat Bank provided each customer price of put options and put options at maturity as listed below. However, Defendant Cmat Bank stated “Fermp, A 2-1, 3-1, 4-1, 14-1, 14-2, etc.” in the transaction confirmation statement (Fermpet, A 2-2-2-2) and did not provide the substitute customer price for each option.

A person shall be appointed.

* Customer Price Schedules by options provided by Defendant C&T Bank

2) Article 65 Subparag. 6(e) of the Enforcement Rule of the Regulation on Banking Supervision Business provides that each individual transaction inherent in derivatives should provide information on prices (referring to information on the level of customer transaction prices, not financial institutions’ transaction costs) for each transaction inherent in derivatives. It is understood that the provision of individual customer prices by maturity, such as the Defendant’s Bank, indicating the customer prices of options is in accordance with the above Enforcement Rule only because there is no difference between the customer prices of put options and put options, and it is difficult to view that the customer provided “each price information by individual transaction” as stipulated in the above Enforcement Rule. If it is a structure in which the period of one currency option is divided into several maturitys, such as the instant currency option contract, it would be understood that the provision of individual customer prices by maturity would conform to the above Enforcement Rule.

3) However, according to the purport of the testimony and pleading of Non-Party 1, Non-Party 2, and Non-Party 3 and Non-Party 9’s witness witness at each of the instant currency option contracts after the maturity of 6 and 67 (including the serial numbers of the instant currency option contracts), the Plaintiff stated that each of the instant currency options was put on exchange terms or placed on the market without separate indication of the respective customer prices of put on the market or put on the market for other flag or put on the market. However, since each of the instant currency options was not put on the market after the maturity of 205, it is difficult for the Plaintiff to separately indicate that each of the instant currency options was not put on the market prices for each of the instant currency options to be put on the market prices for each of the instant products, and that each of the instant currency options contracts was not put on the market prices for each of the instant products to be put on the market prices for each of the instant products to be put on separate consideration by banks, including the Plaintiff’s respective transaction prices.

(4) Whether the imposition of fees equivalent to the difference between the theory of options is an important part of the contract

In concluding each currency option contract of this case, with respect to whether the theoretical value of put options and put options does not coincide with put options and the existence of commissions equivalent to the difference is an important contractual content, as seen earlier, the possibility of a stable decline in exchange rate was dominant at the time of entering into each currency option contract of this case, and accordingly, sp points were dp points. The Plaintiff continued to decline in exchange rates for a number of occasions from 2003, because most of the profits were seen in exchange hedge transactions, and thus, it was anticipated that the exchange rate would have been reduced continuously compared to the simple futures exchange contract without the need to pay premium, and even if the banks want to freely enter into the currency option contract of this case, it is difficult to see that the Plaintiff bank had an advantage of increasing exchange rate compared to the instant currency option contract, and that it still offered more favorable terms and conditions than the Plaintiff bank’s net profit to use the currency option contract of this case, including the Plaintiff bank’s exchange rate, and that it still offered more or more favorable terms and conditions for the Plaintiff bank to use the currency option contract of this case.

C. Sub-decision

Therefore, there is no reason for the plaintiff's assertion that the defendants deceptiond the plaintiff or caused the plaintiff's mistake in relation to the option theory or fee.

5. Determination on the assertion of violation of the suitability principle or duty to explain

A. The plaintiff's assertion

(1) Basic direction of interpretation of the suitability principle and duty to explain

(A) The investor’s self-responsibility principle is acknowledged on the premise that the investor receives accurate information from financial institutions and makes appropriate decisions, and thus, it cannot take precedence over the obligation to protect the customer. The obligation to protect the customer borne by financial institutions in developed countries is broadly interpreted, Korea already imposes an obligation on financial institutions to comply with the suitability principle through amendments such as best practices in the conduct of derivatives business from around 2002, and the Capital Markets Act enacted on August 3, 2007 orders the compliance of the financial investment business entity’s suitability principle as independent duty of care, and thus, it is necessary to recognize the suitability principle as independent duty of care and bear active duty of advice from financial institutions.

(B) In particular, complicated new derivatives transactions cannot be a party to the transaction, so it is insufficient to judge whether the company and the bank comply with the duty to explain and comply with the suitability principle on a passive basis, and on the premise that the bank bears the duty to provide appropriate advice for the company’s interests, the core criteria should be whether the bank violated the duty to protect the customer. The degree of the duty to protect the customer should be determined depending on the characteristics of the customer and the nature of the contract. As such, in the case of new derivatives, such as the instant contract, the scope and degree of the duty to protect the customer should be expanded

(C) In interpreting the obligation to protect customers to be observed by a bank, ① prohibition of unfair solicitation (e.g., the act of providing a judgment which is not reasonable or reasonable) and ② compliance with the suitability principle (e.g., the fairness of a contract, prohibition of conflicts of interest, such as self-contracts, prohibition of excessive trade, discretionary trade, loss transfer trade, etc.), ③ obligation to explain or advise (e.g., duty of disclosure, prohibition of false labelling or omission of important matters, duty of disclosure, duty of disclosure of fees, etc.) are to be taken into account, and the provisions on the duty to protect customers under the Capital Markets Act on the duty to protect customers have confirmed the contents of the duty to protect customers existing at the time of entering into the instant contract. Thus, even if the effect of the Capital Markets Act was not effective at the time of entering into the instant contract,

(2) Violation of the suitability principle

The instant currency option contract is a very inappropriate contract in exchange hedging, and the Defendants did not comply with the suitability principle as follows.

- In this context, it is necessary to examine whether an enterprise is seeking foreign exchange hedging hedging or not - - to examine whether the bank is seeking to obtain or gain profit from the redemption of a KIKO currency option contract - to investigate the certainty of foreign currency inflow - to investigate whether an enterprise has entered into an export contract to avoid short sale of a call option or not, and to determine the call option contract price within the scope of the transaction relationship with other banks - to investigate whether the company’s sales price of the KIKO currency option contract is lower because it is linked to exchange rate fluctuations - to the company’s sales price of the goods at the time of exchange rate options - to investigate whether it is difficult for the company to enter into and manage the contract during a long-term period of time in preparation for an increase in the exchange rate structure of the KIKO currency option contract - to make it difficult for the company to enter into the contract at the time of exchange rate increase or to reflect the contract’s performance in preparation for a long-term increase in the exchange rate structure.

(3) Violation of duty of explanation

The Defendants did not adequately explain the following matters concerning the basic structure and price information of each currency option contract of this case, and matters concerning the adjustment or withdrawal of contractual relationship.

- The meaning of options contained in this text - the structure of exchanging put options between companies and banks - the fact that companies and banks are entitled to exchange put options in return for the purchase of put options - the fact that companies are able to bear cash and purchase put options if they want - the profit of selling put options is limited, while the risk of put options is theoretically unlimited and unlimited, it can be seen that enormous actual loss can be caused by the occurrence of conditions such as put options and put options - how the risk of put options and put options can be exchanged in the future, even if there are the conditions such as put options, put options and put options - the fact that there is a premium rate distribution in exchange for put options - the method of calculating the price of put options - the possibility of using put options - the difference between the total value of put options - the total value of put options - the method of using put options - the method of using put options - the method of using put options - the method of using put options - the method of using put options - the method of using put options - the total value of options.

(4) Violation of prohibition against unfair solicitation (58)

The Defendants, in themselves, violated the duty not to make unfair solicitation as follows, in the desire to collect excessive fees, without considering whether the exchange hedge is necessary to be genuinely needed for the company as a consequence of a decline in exchange rates.

- The Schedule contained in the main text - Before a company’s request, a bank is prohibited from soliciting a KIKO currency option contract in connection with a visit, telephone, e-mail transmission, etc. - The KIKO currency option contract shall not be solicited to extend the maturity of a loan, new loan, etc. - In the KIKO currency option contract, the transaction fees borne by the company shall not be deceiving, misleading, or misleading or misleading any mistake as if there is no transaction fees to be borne by the company. - The exchange rate decline or the KIKO currency option contract arising therefrom shall not be allowed to readily conclude, or cause the company to mislead or mislead the other company to believe that the exchange rate decline would be guaranteed - The bank that is a party to the KIKO currency option contract shall not unilaterally provide the other company

B. Criteria for determination

(1) The instant currency option contract is a new form of contract developed by high-tech financial engineering using various information and expertise, such as transaction principles in foreign exchange markets, exchange rate fluctuation outlook, and option value appraisal. As such, there is a risk of unlimited expansion of losses caused by occurrence of circumstances different from exchange risk management as well as exchange risk management. Thus, it is difficult for a non-financial expert company to accurately understand the contents, structure, risk, etc. of complicated contracts. Thus, in order for a bank to make reasonable judgment and make a decision on its own responsibility, it is necessary to receive appropriate transaction information from a financial institution selling financial products. Accordingly, when a bank, as a financial expert, sells such currency option products, it is necessary to obtain appropriate transaction information from a financial institution that sells such financial products. In addition, it is reasonable to deem that it is not obliged to actively recommend transactions involving excessive risk, taking into account various circumstances, such as customer trading purpose, transaction experience, and financial situation, and where it appears that a financial institution fails to clearly explain and explain the risk of customers’ transactions to itself without clearly recognizing the risk of trading terms and conditions (see this principle).

(2) Meanwhile, the transaction of derivatives, such as each of the instant monetary options, is bound to be accompanied by various uncertain factors. It is reasonable for customers to bear losses that may arise due to purchase of goods within a certain scope (see, e.g., Supreme Court Decision 200Da105050, Apr. 1, 2005). Thus, even if a customer suffers losses due to a high risk of derivatives purchased or a mistake in an exchange rate, it cannot be determined that the Plaintiff breached its fiduciary duty on the sole basis of such circumstance as long as it is based on an unexpected and variable in exchange rates, etc., and, in order to establish tort liability against customers, it cannot be determined that the Plaintiff violated its fiduciary duty on the said financial institution. It is more reasonable that the Plaintiff’s duty to explain and explain to customers, at least 60 times after comprehensively taking into account the circumstances and methods of the transaction, the purpose and financial experience of the customer, and the degree of explanation on the risks of transactions that may inevitably arise to customers lacking in compliance with the relevant financial institution’s duty to explain and explain.

C. Whether the defendants violated the suitability principle

(1) As seen earlier, the instant currency option contract is of a two-fold structure, and thus, the Plaintiff may incur considerable loss if the condition for the melting the call option is fulfilled. The direction and scope of exchange rate fluctuation is difficult to forecast experts. As each of the instant currency option contract is with a contract term of 1 to 2 years, and multiple conditions are attached, it is difficult to easily predict the specific rights and obligations that may arise therefrom, and there is no price for the acquisition of options that a company should actually pay to a bank due to the crypt structure, without considering the risk of the conclusion of the contract, and thus, it is difficult for the Plaintiff to pay attention to the possibility of the fulfillment of the requirements for the call option through insufficient assessment, and to continuously lower the exchange rate at the time of the enforcement of the instant currency option contract based on the principles of exchange rate No. 40, exchange rate No. 1, 2, 1, and 3 of the Financial Investment Services and Capital Markets Act, which are ordinarily applicable to the Plaintiff’s explanation of the suitability of each of the instant currency option contract and the Defendants’ present circumstances.

(2) 그러나 ㉠ 구 선물거래법(2009. 2. 4. 폐지) 제44조 주60) , 자본시장법 제44조 주61) 의 취지에 따라 은행이 키코 통화옵션계약의 거래상대방이 되어 마진을 얻거나 환수익을 얻는 이해상충관계에 있어서는 아니 된다는 주장과 관련하여서는, 자본시장법 제67조 (자기계약의 금지)에서 투자매매업자 또는 투자중개업자는 금융투자상품에 관한 같은 매매에 있어 자신이 본인이 됨과 동시에 상대방의 주62) 투자중개업자 가 되어서는 아니 된다고 규정하고 있는 데에서 보듯 자기거래 또는 쌍방대리의 경우는 이해상충행위에 해당한다고 볼 여지가 있어도, 단순히 은행이 키코 통화옵션계약의 당사자의 지위를 갖는 것을 모두 이해상충행위라고 한다면 단순선물환계약을 포함하여 은행이 거래상대방이 되는 대부분의 금융상품거래가 적합성에 반한다는 결과가 되어 부당하고, 앞서 본 대로 키코 통화옵션계약은 부분적 환 헤지 목적의 계약으로서 신의칙에 반하거나 불공정한 거래라고 볼 수 없다는 점, 은행의 수수료 부과가 부당하다거나 과다하였다고 볼 수 없는 점에 비추어 원고의 위와 같은 이해상충행위 관련 주장은 타당하지 않다. ㉡ 또한, 과거 수출실적 및 영업전망에 비추어 향후 안정적으로 유입될 것이라고 예상되는 외화에 대하여는 환 헤지가 가능하고, 반드시 수출계약이 체결되어 있는 경우에 한하여만 환 헤지 목적의 계약을 체결해야 한다는 것은 거래 현실에도 부합하지 않는 것이며, 기업 입장에서도 안정적으로 외화가 유입될 것으로 예측되고 환율도 안정적으로 변동할 것으로 전망되는 경우에는 1년 이상 장기의 환 헤지 상품을 선택하여 더 유리한 행사환율의 이익을 얻을 수 있는데 만약 계약 체결의 시기나 기간 등에 대한 선택의 폭이 제한될 경우에는 결과적으로 행사환율 상향 조정 등의 이익을 누릴 수 없게 되는 점, ㉢ 수출기업의 환 헤지의 필요성이 순외화유입액에 국한되는 것이 아니라는 점, ㉣ 통화옵션계약의 목적은 외화를 보유하고 있거나 향후 보유할 것으로 예상되는 수출기업이 환율이 하락할 경우 발생하는 환손실을 회피하기 위하여 계약 체결 시점에서, 외화가 유입될 시점에서의 매출원가가 오르는지 여부와 상관없이 환율 상승을 통해 유입될 외화자산에서 얻을 수 있는 환차익을 포기하고 미리 그 외화자산의 가치를 유리한 행사환율에 고정시킨 것으로 봄이 상당하고, 이와 달리 은행으로 하여금 환율 변동에 따른 기업의 매출원가 상승 가능성까지 조사하도록 하는 것은 지나치게 과도한 의무를 지우는 것이어서 환 헤지거래가 위축될 가능성이 크고 그로 인하여 환 헤지거래시장이 적절하게 기능을 수행할 수 없을 수 있는 점(매출원가 상승에 따른 손실을 회피하려면 기업이 별도의 헤지거래를 하면 된다), ㉤ 앞서 본 대로 원고는 환율이 안정적으로 변동할 것으로 예상하고서 1, 2구간 방식인 이 사건 ④ 통화옵션계약을 체결함으로써 1구간의 행사환율과 녹인 환율을 더 높이고 1구간에서는 풋옵션만 존재하는 유리한 조건을 보장받았던 점, ㉥ 원고를 비롯한 수출기업의 환 헤지 대상은 환율 하락에 따른 위험인데, 그와 반대방향으로 환율이 급등할 가능성에 대비하여 원고가 입을 손실을 일정한 범위 내로 제한하는 장치 예컨대 더블 녹아웃 조건(Double Knock-Out)을 부가하면 콜옵션의 가치가 하락하게 되고 그에 따라 행사환율이 낮아지게 주63) 되어 환율 하락에 대비한 환 헤지 목적을 충분히 달성할 수 없는 결과에 이르게 되는 점 등을 고려하면 이와 관련하여 피고들이 적합성 원칙을 위반하였다는 원고의 주장은 받아들일 수 없다.

(3) 나아가 피고들이 원고의 거래 목적 등에 비추어 원고에게 과다한 위험성을 수반하는 거래를 적극적으로 권유하였는지에 관하여 보건대, 갑 2 내지 5, 8, 9, 12 내지 15호증, 을가 10, 13, 14, 29 내지 31, 42호증, 을나 6, 7, 15, 16, 37 내지 42, 45, 49, 50호증의 각 기재, 제1심 증인 소외 1, 2, 제1심 및 당심 증인 소외 3의 각 증언, 제1심 감정인 소외 5의 감정결과와 변론 전체의 취지를 종합하여 알 수 있는 다음과 같은 사정 즉, ㉠ 원고는 이 사건 각 통화옵션계약 체결 당시 ‘일정한 범위’ 또는 ‘일정한 기간’ 동안 환 헤지함으로써 행사환율 등에 있어서 통화선도계약보다 상당히 유리한 조건으로 달러를 매도할 수 있다는 사정을 충분히 알고 있었던 점(원고 담당자 소외 1은 제1심에서 증인으로 나와 풋옵션과 콜옵션의 의미도 제대로 이해하지 못하였다고 진술한 바 있으나, 뒤에서 보는 바와 같이 소외 1은 이 사건 각 통화옵션계약 체결 이전에도 여러 차례 동종 금융상품을 거래하면서 이익이나 손실을 본 경험이 있고, 환율 변동에 관한 독자적 전망을 가지고 유로화를 기초자산으로 하는 선물환계약 등을 체결하기도 한 경험이 있으며, 당시 피고들 담당직원으로부터 상품안내책자, 거래제안서 등을 포함한 여러 자료를 수령하거나 직접 면담, 이메일 등을 통해서 이 사건 각 통화옵션계약의 구조와 위험성 등에 관하여 충분한 설명을 들었다고 보이는 사정에 비추어 위 증언은 믿을 수 없다), ㉡ 피고들은 원고와 이 사건 각 통화옵션계약을 체결할 때 애니타임 코 타깃 포워드(Anytime KO Target Forward), 인핸스드 타깃 포워드(Enhanced Target Forward), 윈도우 코 배리어 포워드(Window KO Barrier Forward), 타깃 리뎀션 키 포워드(Target Redemption KI Fwd) 등 다양한 형태의 통화옵션상품을 제시하였는데[그 중에는 풋옵션과 콜옵션의 레버리지가 1인 윈도우 코 배리어 포워드(Window KO Barrier Forward)도 포함되어 있었고, 2006. 5. 11.에는 피고 우리은행이 원고에게 계약기간이 6개월과 12개월인 2개의 통화옵션상품을 안내하였는데 그 중에서 원고는 계약기간이 12개월인 이 사건 ① 통화옵션계약을 선택하였고, 2007. 1. 29.에는 원고가 피고 우리은행에 레버리지와 녹아웃 조건이 없는 상품을 제안해 줄 것을 먼저 요청하기도 하였다], 원고는 피고들과 계약 형태와 조건을 협의한 끝에 2배의 레버리지 구조를 가지는 이 사건 각 통화옵션계약을 체결한 점, ㉢ 원고는 이 사건 각 통화옵션계약을 체결하던 도중인 2007. 2. 28.경 피고 우리은행과 사이에 10개월간 매월 40만 유로를 매도하는 통화선도거래를 체결한 것을 비롯하여 ‘[별지 2] “통화파생상품 거래내역” 기재와 같이 2003. 10. 27.부터 2007. 8. 9.까지 사이에 농업협동조합 중앙회, 한국수출보험공사, 피고 우리은행, 피고 씨티은행 등 4개의 금융기관과 사이에, 통화선도거래, 환변동보험, 애니타임 코 타깃 포워드(Anytime KO Target Forward), 스노우 볼 타깃 리뎀션(Snow Ball Target Redemption) 등 그 종류가 다양할 뿐만 아니라 그 계약기간도 1, 2, 3, 4개월 등 단기에서부터 12개월, 18개월의 장기에 이르기까지 매우 다양한 총 20건의 파생상품계약을 체결하였던 점, ㉣ 원고는 피고 우리은행과의 이 사건 ① 통화옵션계약에 따라 1회차부터 5회차까지(2006. 6.부터 2006. 10.까지) 시장환율보다 낮은 행사환율로 2배의 레버리지에 해당하는 달러를 피고 우리은행에 매도하는 경험을 하였고 주64) , 이 사건 ② 통화옵션계약에 따라서도 2007. 9. 10. 달러화 2배 매도의무를 이행하였으며, 원고와 피고 씨티은행 사이의 2007. 1. 10.자 통화옵션계약에 따라 시장환율이 녹아웃 환율보다 아래로 떨어져 통화옵션계약이 소멸되는 등 두 차례에 걸쳐 녹아웃을 경험하기도 한 점, ㉤ [표 1] 기재와 같이 원고의 2006년 달러 수금액은 2,960만 달러(월평균 247만 달러), 2007년 달러 수금액은 4,155만 달러(월평균 346만 달러), 2008년 달러 수금액은 4,772만 달러(월평균 398만 달러)인 반면, 이 사건 각 통화옵션계약에 따라 피고들이 가지는 콜옵션 금액은 최대 월 350만 주65) 달러 규모로서, 이 사건 각 통화옵션계약 체결 당시에는 오버헤지(over-hedge)가 아닌 적정 수준의 계약금액이었던 사실은 원고가 자인하고 있는바, 이 사건 각 통화옵션계약의 규모가 원고의 수출 실적 등 외화 유입 규모에 비추어 과다하다고는 보이지 않는 점, ㉥ 원고와 피고 우리은행 사이의 이 사건 ① 통화옵션계약을 체결할 당시인 2006년 무렵 환율은 연중 최고 1,010.4원, 최저 913.0원으로서 그 변동폭은 97.4원에 달하였으나, 주요 변동범위는 920원 내지 980원 사이에서 박스권으로 등락하며 지속적으로 하락하는 추세를 보였고, 2007년도에도 환율은 연중 최고 952.3원, 최저 899.6원으로서 그 변동폭은 52.7원에 그쳤는데, 당시 국책연구소나 민간연구소 및 대다수의 전문가와 국내외 금융기관 등에서 2008년도에는 환율이 지속적으로 하락할 것으로 예상하였고, 2008년 이후 환율이 급등할 것이라는 구체적 예견은 거의 없었던 점, ㉦ 이 사건 각 통화옵션계약 체결 당시 선물환 매도의 스와프포인트는 2005년경부터 마이너스(-)가 된 이후 2007년 말 무렵에는 스와프포인트가 -15원 밑으로 내려갔고, 이에 따라 원고를 비롯한 수출기업들은 당시의 선물환율보다 높을 뿐만 아니라 별도의 프리미엄 지급 없이 시장환율보다 높은 수준의 행사환율이 보장되는 통화옵션상품을 선호하였던 점, ㉧ 이와 같이 이 사건 각 통화옵션계약 체결 당시 일반적으로 예상되던 환율 변동의 방향이나 정도를 감안하면 환율 하락에 따른 환 헤지 목적을 달성하기 위하여 환율의 급등이라는 상대적으로 낮은 가능성으로 인한 위험을 인수하는 한편으로 행사환율을 높이는 구조로 설계된 이 사건 각 통화옵션계약이 불합리하다고 보기 어려운 점 등 원고의 거래 목적, 환율 전망, 위험 선호의 정도, 거래 경험, 재무상황, 이 사건 각 통화옵션계약의 내용 등에 비추어 이 사건 각 통화옵션계약이 원고에게 과다한 위험성을 수반하는 거래라거나 원고가 피고들의 적극적인 권유에 의하여 위험성에 관한 올바른 인식을 형성하지 못한 채 이 사건 각 통화옵션계약을 체결하였다고 보기 어려우므로, 적합성 원칙에 반한다는 원고의 주장은 이유 없다 주66) .

D. Whether the Defendants violated their duty to explain

(1) Facts of recognition

(A) Nonparty 1, who was in charge of funding as the head of the Plaintiff’s management support team, had been engaged in monetary guidance or monetary options transaction from August 2005 to foreign exchange hedging. Nonparty 10, the Plaintiff’s auditor, who was the head of the Defendant Bank’s branch office in charge of the Defendant Bank’s business, had worked as the head of the Defendant Bank’s Young Bank’s branch office in charge of the Plaintiff’s business operation. Nonparty 67

(나) 외환파생상품이 거래되는 일반적인 과정은 다음과 같다. ㉠ 고객과 은행이 상담을 통해 고객의 기초자산 보유 범위, 헤지 목적과 전략 등을 파악하고, 이때 은행은 파생상품거래의 특성, 거래 체결절차, 평가방법 등에 관하여 고객에게 설명한다. ㉡ 상담 내용을 기초로, 은행은 고객의 수요에 따라 거래제안서를 교부하는 방법 등으로 다양한 파생상품을 제안하고, 각각의 상품에 대해 고객에게 설명한다. ㉢ 고객은 제안받은 파생상품 중 자신의 헤지 전략에 맞는 상품을 선택하고 은행과 행사환율, 녹인·녹아웃 환율 등 구체적인 거래조건에 관한 협의를 진행하는데, 환율이 수시로 변동하는 특성상 그 체결 시점이 중요하므로, 전화 등을 통해 구두로 협의를 진행하여 계약을 체결하는 경우가 많다. ㉣ 계약이 체결되면 은행은 최종 합의된 거래조건을 기재한 문서를 고객에게 보내는데, 1차로 거래체결을 확인하는 내용의 거래확정서(Term Sheet 또는 Final Term Sheet)를 발송하고, 은행의 후선부서에서 최종적인 내용을 확인한 다음 거래확인서(Confirmation)를 고객에게 발송한다.

(C) The process of concluding a contract with the Defendant us Bank

1) On April 206, 2006, before the Plaintiff’s auditor Nonparty 10 entered the instant currency option contract, Nonparty 11 visited the Plaintiff and Nonparty 12, a vice president of the Plaintiff, issued the “exchange risk, interest rate-related practice” (No. 2) book, “f Xisisk Hedge, evidence No. 8)” (No. 22, No. 69) and “Notice of Risk to Overseas Derivatives Financial Transactions” (No. 22, No. 69). Around that time, Nonparty 11 sent a proposal for the terms and conditions of trading of the instant currency derivatives, and, at the Plaintiff’s request, Nonparty 1 and Nonparty 12, a vice president of the Plaintiff, sent a proposal for additional trading terms and conditions of the instant currency derivatives with two different kinds of options.

2) 소외 1은 2006. 5. 11. 피고 우리은행에 계약금액을 50만 달러/100만 달러로, 계약기간을 6개월/12개월로 나누어 제안을 해 달라고 요청하였고, 이에 피고 우리은행은 소외 1과의 협의를 거쳐 풋옵션 계약금액을 50만 달러 및 100만 달러로 하여 가격을 산정한 인핸스드 타깃 포워드(Enhanced Target Forward) 2건과 계약금액을 50만 달러로 하여 가격을 산정한 라쳇 녹아웃 포워드(Ratchet Knock-Out Forward) 1건의 거래조건제안서를 이메일로 발송하였으며, 원고는 그 중 계약금액이 100만 달러이고 계약기간이 12개월인 인핸스드 타깃 포워드(Enhanced Target Forward)를 선택하여 이 사건 ① 통화옵션계약을 체결하였다.

3) On the half-yearly report of June 2006, which the Plaintiff submitted to the Financial Supervisory Commission and disclosed, describe the loss incurred by 2 million dollars (the amount applied by 200,000 dollars) with the contract amount of the instant currency option contract. On the end of December, 2006, the amount of the instant currency option contract was calculated by 1 million dollars in exchange rate decline and 1 million dollars in exchange rate decline.

4) On January 29, 2007, Nonparty 1 asked Nonparty 11 to provide information on the derivatives without the melting condition and double the melting condition while asking Nonparty 1 to provide information on the derivatives, and Nonparty 11 offered the goods, such as Handbspout for which Nonparty 1 does not have any mileage. However, Nonparty 1 entered into a simple gift exchange contract with the content that Nonparty 1 did not select the goods proposed by Nonparty 11 and sold at least 400,000 per month for the contract term of ten months on February 2007.

5) At the time of entering into the instant currency option contract with the Plaintiff, the documents, such as each transaction proposal and written confirmation [Final Teet, Gap 2 through 4, Gap 14 evidence (Evidence No. 39-1 and Eul 8; hereinafter the same shall apply], include the meaning of each option, the main contents and transaction terms of the contract, and the scenario analysis of the profits and losses the Plaintiff would incur according to the maturity exchange rate. The instant currency option contract’s transaction confirmation letter, except for the instant currency option contract, states separately the items of “additional risk notification” and notifies the risk of loss of opportunity by selling two times at a relatively low contract exchange rate.

(D) The process of entering into a contract with the Defendant Cmat Bank

1) On December 18, 2007, the non-party 2 sent the proposal to non-party 1 on November 21, 2007, prior to the conclusion of the instant currency option contract, which contains specific contract terms and conditions of the window, to the non-party 1, but at the time did not reach the conclusion of the contract. On December 11, 2007, the exchange rate of the non-party 1 requested the non-party 2 to send the monetary option product proposal to the non-party 1 and the non-party 2 sent the proposal to the non-party 1 to the non-party 1 at a lower rate of exchange rate of 7 Rome KOGK, and the non-party 2 sent the proposal to the non-party 1 to the non-party 1 to the non-party 1 at a lower rate of exchange (the first day of the 19th day of the instant currency option contract) and the non-party 1 to the non-party 2 at a lower rate of exchange rate of 9.

2) On the other hand, around February 28, 2007, before the conclusion of the instant currency option contract, Nonparty 1 asked Nonparty 2 about the market exchange rate situation, melt-out exchange rate, event exchange rate, etc. with Nonparty 2, and confirmed that the exchange rate, which forms the basis for the obligation to sell USD 50, was much known. On March 13, 2007, Nonparty 1 requested Nonparty 2 to inform Nonparty 2 of the green exchange rate, and provided explanation about the two times sale, and there was a dialogue between Nonparty 1 and Nonparty 2, which is presumed to have been well aware of the fact that Nonparty 1 had already known about the main contents and basic structure of the KIKO currency option contract, in particular, the risk of selling USD 2 at the time of fulfillment of the green condition (No. 40 evidence evidence No. 2).

3) The proposal for the transaction that Defendant C&C sent to the Plaintiff immediately before the conclusion of the instant currency option contract (Evidence 1, 39-2) contains the main contents of the contract, such as melter and Green Cross condition and the obligation to sell two times US dollars. ⑤ The transaction confirmation statement (Evidence 4-1) presented and issued in connection with the instant currency option contract also contains the main contents and terms of the contract, transaction terms and conditions, and scenario analysis of profits and losses that the Plaintiff would incur according to the maturity rate, as in the transaction confirmation statement of the Defendant C&C, as in the transaction confirmation statement of the Defendant C&C., and the risk item of the set aside “this transaction shall be sold to the Plaintiff at 962 or more exchange rate increase, USD 72). Accordingly, exchange losses will occur during the pertinent currency option period, and thus, if the exchange rate is less than KRW 899-7,7,000, the risk of exchange terminates.”

(E) On February 28, 2007, the Plaintiff entered into a currency forward contract with Defendant C&T bank on the basis of the instant currency option contract with Defendant C&T bank, and entered into a currency forward contract with Defendant C&T bank on December 18, 2007. On December 18, 2007, the Plaintiff entered into the instant currency option contract with Defendant C&C bank with the contract period of 24 months for the instant currency option contract with Defendant C&F with the contract period of 12 months. At the same time, the Plaintiff entered into the instant currency option contract with Defendant C&C bank with the contract period of 12 months.

(f) The Plaintiff, upon the rise of exchange rates, performed its duty to sell twice more than five times pursuant to the instant currency option contract from June 2006 to October 2006. ② The Plaintiff fulfilled its duty to sell the currency option contract of this case as of September 2, 2007. In addition to the instant currency option contract, the Plaintiff fulfilled its duty to sell the currency derivatives as of September 2, 2007. In addition, as indicated in the instant currency option contract of this case (attached Form 2), on 20 occasions during the exchange hedge transaction between October 27, 2003 and August 9, 2007, it was experienced five times from the monetary forward transaction with Defendant Bank, including 24,600,000 won from the monetary forward transaction with Defendant Bank, and was experienced in fulfilling the conditions of the currency option contract of this case as of September 10 and February 28, 2007.

【Ground for recognition】 In the absence of dispute, entry of Gap 2 through 5, Eul 8 (the same shall apply to Eul 3), Eul 9, 12 through 15, 39, 61, Eul 2, 10 through 14, 22, 29, 30, 31, 42, Eul 37 through 40, 45, 50, part of the testimony of the non-party 1 witness of the first instance trial, the non-party 2, the non-party 1 witness of the first instance trial, and the non-party 3 witness of the first instance trial and the purport of whole pleadings and arguments.

(2) The possibility of rapid increase in the exchange rate of the instant currency option contract was almost not considered in the process of concluding the instant currency option contract, and the Defendants did not specifically emphasize the risk or loss in the event of a rapid increase in exchange rate. It seems that there was no detailed explanation as to the fact that only the instant currency option contract was included in the commission composed of cost and profit. However, as seen above, the Defendants’ employees were in charge of signing the instant currency option contract by sending books to Nonparty 1, etc. or by using telephone and e-mail, and, in light of the Plaintiff’s duty to enter into the instant currency option contract and other specific terms and conditions, the Plaintiff should easily understand the characteristics of each of the instant currency option contract terms and conditions, such as the Plaintiff’s exchange rate increase in the exchange rate of 1,000 won, and the Defendants were in charge of signing the instant currency option contract at a time more than 2 months prior to the conclusion of the contract terms and conditions.

(3) Meanwhile, the Plaintiff asserts that the option theory should have explained information on options and fees on the premise that the customer price of the option is or is the same as the theory of the option. However, the option theory and the customer price are different concepts, and it cannot be said that the bank that sells the currency option product bears the obligation to provide customers with the cost or fees, etc., and if each theory of the call option and put options is identical, it would result in an unreasonable result without any progress, and that it would result in an unreasonable outcome for banks to obtain certain benefits from the sale of each of the instant currency option products, and that as long as the Defendants are a profit-making company, it cannot be seen that the Defendants violated the duty to explain and explain that it is difficult to recognize that the Defendants violated the duty to explain in light of Article 6(5) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, even if it is difficult to recognize that the Defendants violated the duty to explain and explain any unreasonable cost or profit when concluding the contract of this case.

(4) As to the matters concerning the adjustment or withdrawal of a currency option contract, the contractual relationship may be terminated at any time by mutual agreement, and even during the contract period, if the contractual party pays the expenses incurred in liquidation, it is a practice in the transaction community, and it seems that Nonparty 1 was well aware of such matters. In fact, Nonparty 1 consulted with Nonparty 3 of the employees of the Defendant Bank of Korea, when the pre-existing contract was fulfilled or there was a possibility of additional fulfillment due to exchange rate increase, and Nonparty 1 was able to consult with Nonparty 3 of the instant currency option contract upon the occurrence of the fulfillment of the pre-existing contract green conditions or the possibility of additional fulfillment. In light of the fact that Nonparty 1 concluded the instant currency option contract, even if the matters concerning the adjustment or withdrawal of the contractual relationship in question were subject to the duty to explain, it cannot be deemed that the contract contents are important, or that the Plaintiff’s damage was caused or neglected due to such a duty to explain, as it interferes with the Plaintiff’s right formation of risks inevitably accompanying the transaction.

(5) As to the fact that the company’s original intent is to bear cash and purchase put options, or that the profit from purchasing put options is limited, while the risk of selling put options is not limited in theory, and thus, it can be seen as a huge realistic loss. This is difficult to view this as a major content of put options, which is subject to the duty to explain, if we understand the major structure and characteristics of each put option contract of this case as easily as possible, it is difficult to view this as a major content of put options subject to the duty to explain.

(6) Therefore, the Plaintiff’s assertion that the Defendants violated the duty to explain is without merit.

E. Whether the defendants violated the prohibition of unfair solicitation

(1) Article 49 Subparag. 3 of the Financial Investment Services and Capital Markets Act provides that “A financial investment business entity shall not engage in any act using real-time conversations, such as visiting and telephone calls, without an investor’s request for investment recommendation.” However, since the Act was effective on February 2, 2009, which was after the conclusion of each currency option contract, there was no legal provision prohibiting such solicitation before that time, and it was an act prohibited prior to the enforcement of the Financial Investment Services and Capital Markets Act because it was not actually a contract. It is somewhat unreasonable to interpret that a bank was first requested to purchase currency option products, and the contract concluded by the bank cannot be immediately deemed as unlawful on the ground that it interfered with an investor’s right formation of risks inevitably accompanying the lack of experience in trading, or actively recommended transactions involving excessive risks to customers in light of the purpose of trading or financial situation, etc., the Defendants’ demand for additional monetary options or other factors that were more favorable to the Plaintiff to receive the Plaintiff’s demand for use of the instant currency option. As seen earlier, there is no need for the Defendants to unilaterally make payment of additional proposal.

(2) According to the Plaintiff’s conclusion of exchange rate No. 1 and the Plaintiff’s explanation that the lower exchange rate No. 2 would have been 0,000,000 won, which was 0 or less than 0, and that the Defendants would have been 10,000 won-end and less than 0,000 won-end exchange rate No. 1 and that the Defendants would have been 1,000,000 won-end exchange rate No. 2,00 won-end and less than 0,000 won-end exchange rate No. 3,00,000,000 won-end exchange rate No. 8,00,000 won-end exchange rate No. 4,00,000 won-end exchange rate No. 2, and the Defendants would have been 2,000,000 won-end and 0,000 won-end exchange rate No. 7,000 won-end exchange rate No. 1 and 6, respectively.

(3) In addition, there is no evidence to acknowledge whether the Defendants recommended the conclusion of the instant currency option contract in connection with a loan, etc. to the Plaintiff, and the Plaintiff, an exporting company, even if the actual cost is not available in concluding the instant currency option contract, as long as the Defendants are an enterprise pursuing profits, would have been aware or could have easily known that the instant currency option contract included the Defendants’ expenses, operating income, etc., inasmuch as it is an enterprise pursuing profits. Therefore, it is difficult to deem that the Defendants were misled or aided as if there was no transaction fee borne by the Plaintiff

(4) Therefore, the Plaintiff’s assertion on this part is without merit.

F. Whether the restructuring contract is unlawful

(1) The plaintiff's assertion

(A) The instant currency option contract, which re-structured the instant currency option contract, was a transaction subject to losses prohibited by 8-2-1, which was conducted on the basis of the model of derivatives business, and is bound to be concluded under a condition unfavorable to the customer rather than the previous transaction, and thus, is unlawful.

(B) The Defendant Woori Bank calculated the instant currency option contract in excess of KRW 7,50,000,000,000, which was calculated in the course of undergoing the intermediate liquidation, and the instant currency option contract was calculated in excess of the amount of put-in option more than the amount of put-in option, thereby causing the risk of exercising put-in option.

(C) The employee non-party 3 of the employee of the Defendant us bank recommended the Plaintiff 1 to re-rescue the instant currency option contract to be concluded on the same day. The instant currency option contract, which is the existing contract, did not explain at all the fact that the period is longer shorter than the instant currency option contract and the event price, etc., was more unfavorable. Rather, when considering the scenarios of the first and second sections as indicated in the three pages of the transaction confirmation statement of the instant currency option contract, the first section is extinguished once due to the fulfillment of the conditions for early termination of the EIV, and the second section is concluded to be extinguished once from the beginning. Thus, the instant currency option contract is concluded to be terminated at an early stage due to the decline in exchange rate, and thus, the instant act of unfair solicitation, such as making wrong trust that the instant currency option contract would escape from the risk of exercising the call option, or did not comply with the duty to explain and the suitability principle.

(D) The Defendant South Korea Bank, without any ground for termination of the contract, liquidated the instant currency option contract in the middle of the period. (6) Although Article 7-40(2) of the Foreign Exchange Transactions Act provides that the instant currency option contract shall be reported to the Governor of the Bank of Korea, Defendant South Korea Bank did not report.

(2) Determination

(A) Facts of recognition

On October 30, 2007, after the Plaintiff and the Defendant Bank entered into the instant currency option contract, around December 21, 2007, the exchange rate was 951 won higher than that of the instant currency option contract. Nonparty 1 asked Nonparty 3, the employee Nonparty 1 in charge of the instant currency option contract, and asked Nonparty 3 of the countermeasures on January 18, 2008, when the exchange rate at which it was set aside was set aside again on January 18, 2008. Nonparty 3 asked Nonparty 3 of the countermeasures against the possibility of fulfilling the conditions set forth above until 945 won. Nonparty 3 provided additional expenses, and provided explanation about the method of raising the exchange rate and the exchange rate set forth in the instant currency option contract, but Nonparty 1 provided guidance to Nonparty 3, 1,500,000 won of the instant currency option contract, and Nonparty 750,000 won of the instant currency option contract, which was calculated on January 18, 2008.

6. On the ground that the exchange rate of the instant currency option contract is KRW 942,00 from the initial 931 won to the 2nd currency option contract reflecting the amount equivalent to the instant currency option contract. 6. The instant currency option contract was concluded in two sections instead of raising the exchange rate of KRW 951 to 960,000. The instant currency option contract should be paid by the Plaintiff to the Defendant bank. 6. In addition, the instant currency option contract was written on the 3rd currency option contract’s explanation of the difference between the instant currency option contract and the instant 7rd currency option contract’s respective transaction terms and conditions. 6. The instant currency option contract’s explanation of the difference between the instant currency option contract and the instant 7rd currency option contract’s respective specifications and the instant 7rd currency option contract’s respective specifications and arguments were written on April 17, 207.

(B) A currency option contract as an over-the-counter derivatives contract is a contract structure using high-tech financial techniques, and thus, has considerable risks inherent in the existing structure. As such, the so-called “loss transfer transaction” which reflects losses incurred in the existing transaction at the price of a new currency option contract may cause losses difficult to forecast or evaluate because the terms and conditions of the new transaction are more unfavorable than those of the existing transaction, and the risk may be increased so that customers are not paid a premium. As such, a currency option contract’s loss transfer transaction is a transaction involving excessive risk. For this reason, a financial institution’s model practice and a derivatives transaction practice practice conducted by a financial institution, which is the guidelines of the Financial Supervisory Service, have been regulated by deeming the previous transaction as unsound transaction. Accordingly, when a financial institution solicits a customer to incur losses to a customer prior to the transfer transaction, it is deemed that the financial institution sufficiently understood the content of the new transaction and the possibility of expanding the risks arising therefrom, and that the financial institution was sufficiently aware of the customer’s financial purpose or risk of loss due to its inherent trading in light of the purpose and financial situation.

(6) On the other hand, Nonparty 1 had experienced losses arising from the exchange rate of 70 billion won in the process of the instant currency option contract’s exchange contract’s new exchange rate of 60 million won, which is similar to that of the instant currency option contract’s transaction. (6) On the other hand, Nonparty 1 had experienced losses arising from exchange hedging in the process of the instant currency option contract’s exchange contract’s exchange rate of 60 billion won. (6) On the other hand, the Plaintiff had experienced losses arising from exchange rate decline in the instant currency option contract’s exchange rate of 60 million won. (6) On the other hand, the Plaintiff had experienced losses arising from the instant currency option contract’s exchange rate of 60 million won prior to the conclusion of the instant currency option contract’s exchange rate of the instant currency option contract’s new exchange rate of 60 million won. (6) On the other hand, the Plaintiff should have been aware of the risk of the instant currency option contract’s exchange rate of 60 million won prior to the conclusion of the contract.

(D) In addition, the Plaintiff’s statement is inconsistent with Nonparty 1 and Defendant 3’s employees of us. As seen earlier: (6) around December 207, which was prior to the conclusion of the instant currency option contract; (6) Nonparty 1 appears to have agreed on the method of re-building the instant currency option contract with Defendant 3 while having concerns over melting the exchange rate again; and (6) Nonparty 3 did not first suggest the method of re-building the instant currency option contract with Nonparty 1; and (3) it is difficult to deem that the instant currency option contract was subject to the Plaintiff’s recommendation for re-marketing and melting the instant currency option contract at a lower rate than 6) exchange rate than 6) exchange rate, which was the first time of the instant currency option contract; and (6) it is difficult to deem that the Plaintiff would have agreed on the method of re-marketing the instant currency option contract at a lower rate than 6) exchange rate than 6) exchange rate, which was the first time before the instant currency option contract was concluded.

(E) In addition, even if the contract price of the instant currency option is increased by 1 million won, it is difficult to view that the Plaintiff’s transaction was in violation of the suitability principle in light of the Plaintiff’s transaction purpose, experience, risk preference, foreign currency inflow, etc., and the Plaintiff’s prospects or prospects on the Plaintiff’s exchange rate fluctuation are deemed to have been done on the basis of the information and prospects provided by the Defendants rather than those induced by the Defendants. Thus, the Plaintiff’s conclusion that the Plaintiff’s exchange rate decline situation is difficult to readily conclude that the Plaintiff entered into the instant currency option contract by forming a conclusive perception that the exchange rate decline is difficult, and in light of the above, it is difficult to deem that the Plaintiff did not have any possibility to enter into the instant currency option contract more than 750,000 won in light of the Plaintiff’s foreign currency option contract’s foreign currency transaction purpose and the Plaintiff’s foreign currency option contract’s foreign currency transaction purpose, and it is difficult to readily conclude that the Plaintiff’s foreign currency option contract’s foreign currency transaction purpose was no more reasonable evidence to acknowledge.

G. Sub-determination

Therefore, it is not reasonable for the Defendants to claim damages on the premise that the Defendants violated the suitability principle or violated the duty to explain when concluding each currency option contract with the Plaintiff.

6. Determination as to the counterclaim claim by Defendant Cmat Bank

(a) Facts of recognition;

On December 18, 2007, the fact that the Plaintiff entered into a currency option contract of this case with Defendant Cmat Bank is acknowledged as seen earlier, and the following facts are acknowledged in full view of the respective descriptions as stated in evidence Nos. 5, No. 6, and No. 11 and the purport of the entire pleadings.

(1) The instant currency option contract between the Plaintiff and Defendant C&T bank is a structure in which the contract term is 12 months in total and 12 times in each month as 12-month observation period. If the market exchange rate exceeds KRW 962,00,000,000,000,000 in each observation period, Defendant C&T bank may exercise a call option to purchase USD 942,000,000,000,000 in each put option contract amount, and thereafter, if Defendant C&C exercises a call option in excess of the exercise rate, the Plaintiff shall sell USD 1,00,000 in each of the following two business days after the maturity date.

(2) From November 19, 2008 to December 18, 2008, the last observation period of the currency option contract of this case (12th), the market exchange rate of 962 won was melted, and the market exchange rate of 10,258 to December 18, 2008, the due date of which exceeds 942 won of the exercise exchange rate of 1,258, the Defendant CTR Bank exercised call options to request the Plaintiff to sell USD 1,00,000 to the Plaintiff.

(3) However, on December 23, 2008, the Plaintiff did not dispute the validity of the instant currency option contract and did not perform the obligation to sell. Accordingly, Defendant Cit Bank urged the Plaintiff to perform the obligation as soon as possible on December 23, 2008, but Defendant Cit Bank notified the Plaintiff on December 29, 2008 of the fact that on December 29, 2008, Defendant Cit Bank designated and terminated the instant currency option contract as early termination date pursuant to Article 11 of the Foreign Exchange Agreement (No. 6 certificate; hereinafter “instant Agreement”).

(4) On December 31, 2008, upon early termination pursuant to Article 11 of the instant agreement, Defendant Cmat Bank calculated the amount that the Plaintiff is obligated to pay to Defendant Cmat Bank as the early termination pursuant to Article 11 of the instant agreement, and notified the Plaintiff by calculating the difference between the market exchange rate (1,258 won) of December 30, 2008, which is the date of termination of the instant currency option contract, and the exercise price (942 won), KRW 316,00,000,000 multiplied by USD 1,000,000, which is the call option contract amount.

(5) Article 14(2) of the instant agreement provides, “If the customer fails to perform his obligation on the delivery date, the customer shall pay damages for delay calculated by the rate of overdue interest of the bank from the delivery date to the actual performance date of the obligation.” As to the overdue interest rate, Article 14(3) of the instant agreement provides, “The bank shall determine the rate of fees, expenses, damages, damages, damages for delay, etc., and the method of calculation and the method of application thereof unless otherwise provided for in the instant agreement or the individual foreign exchange contract, and the bank shall make a public notice, except that it is difficult to make public notice by nature.”

(6) However, the instant agreement does not specify a specific overdue interest rate, and on August 26, 2002, the former KOR bank set and publicly announced the overdue interest rate on foreign currency-related credits except foreign currency loans as a lump sum 17% per annum, and thereafter, the Defendant COR bank succeeding to the former KOR bank did not change and publicly notify the overdue interest rate related to the above credit.

B. Determination

(1) According to the above facts, the Plaintiff is obligated to pay the Defendant C&T Bank the delay interest rate of 17% per annum from December 30, 2008 to May 7, 2009, and the delay interest rate of 20% per annum under the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings from the next day to the date of full payment, which is clear that it is the date on which the copy of the instant counterclaim was served to the Plaintiff from December 30, 2008, which is early termination date.

(2) Judgment on the Plaintiff’s assertion

(A) As seen earlier, the Plaintiff asserted that the instant currency option contract was invalid or cancelled as seen in the Plaintiff’s claim. However, all of the Plaintiff’s allegations are without merit.

(B) The plaintiff's unilateral determination of the rate of delay compensation, etc. by the bank under Article 14 (3) of the contract of this case is that "the customer is difficult to expect in light of the overall circumstances, such as the type of contract transaction, etc.," and therefore, as seen above, Article 14 (3) of the contract of this case provides that the bank shall set the rate of delay compensation, etc., and the bank shall give public notice unless it is difficult to give public notice in its nature, and the old Han-U.S. bank which succeeded to its rights and duties shall set the interest rate of delay on foreign currency loans other than foreign currency loans on August 26, 2002 at 17% per annum, in light of the fact that the above provision cannot be deemed as "a clause difficult for the customer to expect in light of the overall circumstances, such as the type of contract transaction, etc.," and there is no other evidence to acknowledge it. Thus, the plaintiff's above assertion is without merit.

7. Conclusion

Therefore, all appeals against the principal lawsuit and counterclaim of the Plaintiff are dismissed as it is without merit. It is so decided as per Disposition by the assent of all participating Justices.

Judge Lee Jong-hun (Presiding Judge)

Note 1) The term “exchange” and “Hge” are to fix a transaction amount arising from exports, imports, and investments at current exchange rates in order to eliminate risks arising from exchange rates fluctuations. If the Ghana enters into a exchange hedging contract at current Won/US exchange rates, the export contract amount on the basis of won may be maintained as it is, even if the Korean won value is rapidly changed in the future.

2) A product in which different currencies are exchanged at a specific price at a certain time in the future. The event price is the structure of exchanging put options (the right of an exporting company to purchase the currency from the exporting company) and put options (the right of the exporting company to sell the currency to the financial institution at the agreed exchange rate). The call forward transaction is not paid separately by the exporting company which entered into the contract in the financial institution, since the monetary forward transaction is imposed in the manner reflected in the agreed exchange rate, which is the exchange condition at the maturity of the fees to be received by the financial institution. The terms and conditions of the contract may be determined by mutual agreement between the purchaser and the seller, and it is distinguishable from the over-the-counter trading, which is an internal transaction, in that there is no restriction on the place of the transaction.

3) The right to purchase the underlying assets at the exercise price (or at the exercise rate) at a certain time in the future.

4) The right to sell any underlying asset at a reasonable time in the event price (or at an exercise rate).

5) simple options and options in a simple form not added to options entitled to trade underlying assets;

State6) In order to be guaranteed a higher exchange rate than the monetary forward option transaction, the other flag pattern is the monetary derivatives that the financial institution can purchase from the exporting company upon the exercise of the call option in order to guarantee a higher exchange rate than the monetary forward transaction, and that the monetary derivatives is determined at a certain proportion higher than the contract price of put options that the exporting company can exercise to the financial institution. The amount of put options increases compared to the contract price of put options.

7) On the top of Range Form, when the market rate at maturity is located within the upper and lower exchange rate, the parties do not have any rights and obligations. However, when the market rate at maturity falls below the lower end of the lower exchange rate, the call option, which can be sold at the lower end of the exchange rate, and the call option which can be purchased at the upper end of the exchange rate if the market rate at maturity exceeds the upper end of the exchange rate.

8) The difference between the futures exchange rate and the spot exchange rate in the market. If the sp points are flus (+) the futures exchange rate means that the futures exchange rate is higher than the market exchange rate, and if it is mas (-), it is opposing. The spot exchange rate as of November 13, 2007 was 914.2 won. The monthly futures exchange rate was 912.2 won for 1 month, 904.2 won for 6 months, and 901.7 won for 12 months for media reports distributed by the Ministry of Commerce, Industry and Energy on November 12, 2007, there was an average of 937.92 won for the quarter of the profits and losses of the exporting small and medium enterprises during the half-year period in 2007 (average 934.08 won during the half-year period in 2007) (the average of 934.08 won during the second half of 2007).

Note 9) In the judgment of the first instance court, the “Knock-Out” was indicated as “Knock-Out”, but the correct marking according to the loan marking method is “greenout.”

Note 10) The monetary options products are called “KIKO currency options products” containing all of the Green Cross, Greener, and Covered Terms and Conditions.

Note 11) When the contract period is divided into several observation periods (e.g., one-month unit) by establishing a windline within the contract period, such as following explanation to the end of the period for observing whether the conditions, such as Green and Green Cross, have been fulfilled, the occurrence of sale and purchase rights following the options shall be determined for each observation period.

(5) The structure and contents of the instant currency option contract are the same as the instant currency option contract.

Note 13) The Green Cross condition is that if the maturity rate falls below a certain exchange rate agreed upon by the parties, the remainder of the relevant contract shall be terminated or only the pertinent observation period shall be terminated. Among them, an Ayti KO will terminate the remainder of the contract.

Note 14) The early termination condition of EIV (Exiry Ltd.) refers to the condition that the contract is terminated at an early stage if the aggregate of the profits earned by the company reaches a certain amount. In other words, in case where early termination condition in a currency option contract the contract price of which is one million US dollars is 150,000, the contract is terminated early when the aggregate of profits earned by the company reaches KRW 150,000 ($100,000 x 150 won).

Note 15) At the time, the national bank, future set-up securities, and No. Dubs (JP MMM) predicteds the possibility of an increase in exchange rates, but there was no significant probability of an increase in exchange rates.

16) The transaction confirmation letter of each currency option contract of this case sets FIX exchange rate (market exchange rate) at 11:00 Reder KFT30 intermediate exchange rate for each of the instant currency options. As such, the final profit and loss should be the amount calculated by multiplying the FIX exchange rate and the exchange rate at the event exchange rate by the settlement USD. While the final profit and loss claimed in the reference document submitted by the parties after the closing of argument is not so minor, the final profit and loss under the contract with the Defendant CF bank should be adjusted according to the Plaintiff’s assertion, the final profit and loss under the contract with the Defendant CF bank should be adjusted according to the Plaintiff’s assertion.

17) The argument on the suitability of a foreign currency option contract is mainly related to a foreign currency option contract, but the Plaintiff points out the issue without distinguishing the other structure of the instant currency option contract. As such, the Plaintiff’s explanation and judgment on the claim of a foreign currency option contract, such as a green class, green class, and recreation, is not distinguishable from a foreign currency option contract, but is expressed as a “foreign currency option contract.”

Note 18) The logic that an exporting company’s sale of call options in the possession of an underlying asset in a foreign currency does not constitute losses arising from the increase of exchange rates is called “protected call options”. The sale of call options in a state without any underlying asset in foreign currency is called “Nked Call or Uncovered Call.” The Plaintiff expressed the call call as “the short sale of call options.”

Note 19) A/BP (or Section 1, Section 2) structure contract is a contract of an unfavorable structure that lowers the exercise exchange rate or establishes only call options, instead of raising the exchange rate higher than the typical KIKO currency option contract, by dividing the total contract period into two parts.

20) Posion: (a) the current form of an individual investor’s property is the current form of the property. It can be largely classified by its form into a sale and a purchase and distribution. The sale and distribution is also a shock and distribution in the state of the property after the purchase. In the case of a foreign exchange and distribution, the purchase and distribution are also a long-term posion in the state of the property after the purchase. In the case of a foreign exchange exchange and distribution, where foreign currency assets (or foreign exchange purchases) are larger than foreign currency liabilities (or foreign exchange liabilities), the foreign currency assets are shocked in cases where the foreign currency assets are less than foreign currency liabilities, and such foreign currency assets are less than foreign currency liabilities. Therefore, the foreign exchange transactions are open posion in the state of Quasion.

Note 21) The meaning that the expected interest of the company and the bank should be equal in consideration of the positive distribution of exchange rate fluctuations is limited to the enterprise's profit, but it is relatively feasible to view the profit of the company. On the other hand, the probability section that the bank's profit can be seen as the bank's profit is not theoretical but is low, so the expected interest of the company and the bank will be equal.

22) "Transactions for the purpose of avoiding risk prescribed by Presidential Decree" in the former part of Article 166-2(1)1 of the Enforcement Decree of the Capital Markets Act means transactions for the purpose of reducing in whole or in part the economic loss that may be incurred to the assets, liabilities, contracts, etc. (hereinafter referred to as "objects of avoiding risk") owned or to be owned by a person who intends to avoid risk, which meet the requirements of any of the following subparagraphs at the time of conclusion of the contract:

23) The detailed criteria for the transaction of over-the-counter derivatives / [3] The method of verifying the “property and amount of risk avoidance” / [3] Where evidence materials are submitted for each case related to the risk avoidance, the amount verified as the relevant materials cannot be submitted, and the amount of risk escape cannot be submitted, set at a reasonable level, taking into account the previous year’s performance.

주24) 블랙-숄즈 환경에서 가장 중요한 요소들은 ① 원자산인 환율의 로그수익률(log-return)이 정규분포를 따를 것, ② 옵션기간 동안 원자산의 변동성(volatility)이 상수일 것, ③ 옵션기간 동안 무위험이자율이 상수일 것 등이다.

Note 25) The Plaintiff submitted evidence that conforms to the assertion, Gap 36, 37, and 64.

Note 26) At present, Nonparty 4 testified as a witness of the Plaintiff in Seoul Central District Court 2008Gahap108342 on December 17, 2009.

Note 27) In relation to VaR, Non-Party 4 professors agree that “self-determination is limited to the calculation of VaR on the Hague Agreement itself, and that it is good if they are aware of VaR, including .. other things. This is to be offset by the increase of exchange rate if the company owns the same kind of goods as the Hague Agreement. If it includes USD risk, it may not be deemed that there was a risk calculated at the time of including USD risk.” (Evidence 64)

Note 28) Since the Plaintiff’s assertion is the same concept as the theoretical value of options as that of the latter, it means the difference between the respective theoretical value of options and put options.

Note 29) In regard to whether the difference between put options and call options theory to be received by the bank is a fee, the parties' position is different or convenient fee.

(30) Article 2-9 (Limit of Foreign Exchange Transfer) (1) of the Foreign Exchange Transaction Regulations (Limit of Foreign Exchange Transfer) The limit of foreign exchange circulation shall be an amount equivalent to 50/100 of the equity capital as of the end of the preceding month on the basis of the aggregate of purchases in excess of foreign currencies by each foreign country: Provided, That the Export-Import Bank of Korea shall be an amount equivalent to 150/100 of the balance of foreign currency loans in the case of the Export-Import Bank of Korea, and the amount equivalent to 110/100 of the same forward month on the basis of the difference settlement futures exchange transaction with non-residents on or after January 14, 2004 (if it is established on or after January 14, 2004, the currency exchange circulation excess shall be zero).2. Foreign exchange sale shall be an amount equivalent to 50/100 of the equity capital as of the end of the preceding month on the basis of the aggregate of sales by each foreign currency:

31) Article 63 (Foreign Exchange Risk Control) (1) of the Regulations on the Supervision of Banking Business shall be confirmed on the basis of the balance of each business day as to whether a foreign exchange handling agency establishes or amends the management standards referred to in paragraph (1) or handles foreign exchange transactions in excess of such standards (hereinafter referred to as “foreign exchange circulation limit”). <2) If a foreign exchange handling agency violates the foreign exchange circulation limit, it shall report it to the Director of the Supervisory Board within three business days from the date of the violation.

Note 32) means the Hague method in which a bank concludes a counter-transaction with an enterprise to which it is a customer, in the form or condition;

Note 33) The theoretical explanation on this part is based on the following: Defendant C&T Bank’s explanation on August 19, 2009 and on Harry M. Kat, Struc Credit, Zvidie/Aex Kanche J. Marcus J. Marcus (e.g., over the south-gu Earcus) investment theory, Paul, Paur Wedmt, Paur Qantship management.

34) Article 30 (Risk Management, etc.) of the Regulation on Supervision of Banking Business (3) A financial institution shall assess and manage various risks, such as credit risks (including credit-oriented risks), operating risks, market risks, and non-training transactions, which may arise from various transactions, by type of risks, such as interest risks, liquidity risks, strategies, and flat risks.

Note 35)

Note 36) In the case of the dynamic hedge cost, a bank will carry out a delta hedge by means of spot exchange or futures exchange from the date of concluding a contract for exchange hedging to the maturity date. In this process, the contract amount will affect the scale or frequency of the hedging transaction. The credit risk management expenses (Exure x default rate x (1-collection rate) are determined by credit risk management expenses (Exure) x (1-collection rate) x (i.e., the amount exposed to credit risk) x the maximum amount of loss that the bank may incur, which means the amount exposed to credit risk, is calculated by multiplying the contract amount by the credit conversion rate, and thus, it will take place in proportion to the contract amount (B/51 evidence and the appraisal report by Nonparty 5 of the first instance appraiser 5).

Note 37)

(6) The Plaintiff is liable to compensate for damages arising from a tort on the ground that the Plaintiff violated the suitability principle and duty to explain. This part is to be determined later, and this part is to be limited to whether the above contract is null and void.

Note 39) The foregoing Model Practice was applied to practice since April 1, 2007, with the aim of recommending matters to be considered when a financial company dealt with derivatives transactions. Prior to that, the Model Rule on Transactions in Derivatives by Financial Institutions was applied, which was the same as the Regulation 8-2-1. (2) of the same Regulation, which provides for the same provision as the Model Rule 8-2-1.

Note 40) In this decision, the method of concluding a contract to offset the balance between the settlement money and the new transaction is expressed as “re-rescued”.

(3) The settlement money in the instant currency option contract is the cost incurred in entering into a new transaction with cash flows in opposition to this contract. For example, the payment of options sold by the company selling the call option is the way to purchase the call options, the cash flow of which is offset.

Note 42) The Defendants do not settle the profits and losses on the meaning of Histor, but extend the maturity on the basis of the existing exchange rate, which is not at the expiration date, and explain that the losses of existing transactions may be reflected in the price of new transactions and concealed without revealing the losses of existing transactions.

Note 43) The meaning “0” refers to the net value of a new transaction at the time of the conclusion of a new transaction, namely, the valuation profit or loss, including the premium amount, is 0”.

Note 44) Unlike Article 8-2-1 of the Foreign Exchange Transaction Regulations, Article 7-40 of the Foreign Exchange Transaction Regulations does not state an expression “unfair”.

Note 45) The term “actual regulation of terms and conditions - anniversary of the 20th anniversary of the enforcement of the Act on the Regulation of Terms and Conditions (No. 53)” published by the Fair Trade Commission refers to the requirements for becoming a standardized contract under Article 2(1) of the Act on the Regulation of Terms and Conditions (i.e., the benefit of the customer is not reflected).

Note 46) However, this is merely a loss of opportunity in the event that this “loss” is carried out in kind in currency, provided that the said “loss” is strictly carried out.

Note 47) On July 24, 2008, the Fair Trade Commission decided that the terms and conditions are unfair if they are terms and conditions favorable to them, regardless of terms and conditions of the contract unilaterally prepared by the enterpriser, as a result of the advisory committee on the examination of terms and conditions on July 24, 2008, but in the case of a KIKO currency option contract, the terms and conditions vary depending on the terms and conditions, and decided to the closing method (the same shall apply to Eul evidence 23).

Note 48) The calculation of the theoretical value of monetary options products is based on the method of inputting variables such as market exchange rate, interest rate, futures exchange rate, and fluctuations (the appraisal report by Nonparty 5 of the first instance trial appraiser).

Note 49) In general, A.I.D is interpreted as Purcha, office, or sale.

The purport of this part of the Plaintiff’s assertion is that the bank obtains sufficient profits by entering input variables, such as changes, in the options pricing program, which are favorable to it and obtaining a third party a profit equivalent to B.Offler’s B. A.S. variable’s approach.

Note 51) 6.5 million won is not added to the liquidation amount reflected in the call option theory of the instant currency option contract.

Note 52)

Note 53) The factual background on the developments leading up to the conclusion of each currency option contract of this case shall be described in detail in determining the suitability principle and the duty to explain.

주54) 원고는 ‘옵션의 이론가＝대고객 가격＝프리미엄’이라는 것이고, 이에 반해 피고들은 ‘옵션의 이론가≠대고객 가격＝프리미엄’이라고 주장한다.

Note 55) Astrus refer to a structure that combines put options with put options of the same product. Astrus sale takes place by selling put options and put options with the same exercise price and due due date in a stable market environment. On the contrary, buying of put options is anticipated to take place in a very large range of price and at the same time purchasing put options and put options with the same exercise price and due date.

(56) In fact, at the time of concluding the instant currency option contract with the Defendant C&T bank, the Plaintiff did not have any separate interest in the customer price by option offered by the Defendant C&T bank, and thereafter, at the time of concluding the instant currency option contract with the Defendant C&T bank, the Plaintiff did not ask the Defendant C&C bank for the reasons that it did not provide information on each customer price for each option, unlike the Defendant C&C bank, or request information thereon.

The laws and regulations suggesting that the Plaintiff should consider in interpreting the obligation to protect customers are as follows. The actual provisions of Articles 31, 44, and 45 of the former Futures Trading Act, Article 11-3 of the Enforcement Decree of the same Act, Articles 44 and 52 of the former Securities and Exchange Act, Article 36-3 of the Enforcement Decree of the same Act, Articles 146 and 147 of the former Indirect Investment Asset Management Business Act, Articles 142, and 17 of the Enforcement Decree of the same Act, Articles 64, 65, and 77 of the former Futures Trading Act (Prohibition of Unfair Solicitation, etc.), Article 11-3 (Prohibition of Unfair Solicitation, etc.) of the Enforcement Decree of the same Act, Article 8-1 (Prohibition of Unfair Solicitation, etc.) of the same Act, Article 9-2 (Prohibition of Improper Solicitation, etc.) of the former Enforcement Decree of the same Act, Article 8-1 (Prohibition of Improper Solicitation, etc.)-3 (Prohibition of Representation, Article 9-1-4)-1) of the same Act,

58) The prohibition of unfair solicitation can be deemed as a content of the suitability principle. However, in the Plaintiff’s preparatory document dated December 22, 2010, the obligation to protect customers is divided into three items, such as the suitability principle, the duty to explain, and the prohibition of unfair solicitation as above, so the obligation to protect customers is judged in such order.

The suitability principle, which has been recognized through the precedent, was also introduced in the Capital Markets Act since February 2, 2009. Article 46 of the Capital Markets Act provides that a financial investment business entity shall verify whether an investor is an ordinary investor or a professional investor, and that a financial investment business entity shall not make an investment solicitation deemed inappropriate for an investor in light of the investment purpose, status of property, experience in investment, etc. In addition, Article 46-2 of the Capital Markets Act provides that a financial investment business entity shall grasp information about the investment purpose, status of property, experience in investment, etc. of an ordinary investor when it intends to sell financial investment instruments, including derivatives, without making an investment solicitation to an ordinary investor. If it is deemed that the relevant derivatives, etc. are inappropriate for the ordinary investor, it shall be notified of the fact and obtain confirmation from the ordinary investor. Article 52-2 (Principle of Propriety) of the Enforcement Decree of the Capital Markets Act provides that a financial investment business entity shall not inform an ordinary investor of the contents of derivatives, risks associated with the investment in derivatives, and investment purpose, status of assets, experience, etc.

60) In the event that a futures company is entrusted with futures trading, etc. or is engaged in the brokerage, intermediary or agent of such entrustment (hereinafter referred to as “mediation, etc.”), the former Futures Trading Act (Prohibition of Self-Contracting) shall not make an application for the pertinent entrustment to the Exchange or an overseas futures market, or not make the relevant brokerage, etc., and shall not become the counter-party to the transaction.

61) ① A financial investment business entity shall understand and assess the possibility of conflicts of interest in order to prevent the conflict of interest between a financial investment business entity and investors or between a specific investor and other investors in connection with the operation of a financial investment business, and shall appropriately manage it in accordance with the methods and procedures prescribed by internal control guidelines. ② A financial investment business entity shall inform the relevant investors of the likelihood of conflicts of interest in advance, if it finds that there is a possibility of conflicts of interest as a result of detecting and assessing the likelihood of conflicts of interest in accordance with paragraph (1).

Note 62 The term “investment brokerage business” means the business of selling and purchasing financial investment instruments, soliciting offers, offering, and accepting offers for such instruments, or soliciting offers, offering, and accepting offers for the issuance and acceptance of securities on another person’s account, regardless of in whose name the name it pertains (Article 6(3) of the Capital Markets Act).

Note 63) The value of the product, with the condition attached, which is announced through the certificate of No. 15 (the present state of monetary options and the restructuring proposal) is less than KRW 790,000, compared to the exercise price of the other currency option product.

64) At the time of filing a lawsuit, the Plaintiff included the cause of the claim in the extension of the claim on December 24, 2009, the Plaintiff’s claim as to the instant currency option contract between the Plaintiff and the Defendant bank. However, at the time of filing the lawsuit, the Plaintiff had experience in performing the duty to sell USD 2 in return for the instant currency option contract.

Note 65) Of them, USD 1 million is the call option contract amount additionally sold to the Defendant us bank.

(66) The Plaintiff asserted that the currency option contract of this case is a re-structured contract of this case and itself is unlawful against its suitability. As to this part, it is to be judged separately thereafter.

Note 67) The territory branch of the Defendant Woori Bank was trading from around 2005 as the Plaintiff’s principal bank, and since August 2006, the Defendant Woori Bank was trading from around 2006.

Note 68) The FX Risk Hedgege, which is a monetary option product guide, contains a description of the structure and characteristics such as greens, meltouts, and double-time recreations, and the scenarios and analysis of the model products, and the possibility of exposure to exchange risk due to the fulfillment of the green-out condition.

Note 69) The phrase “Dangerous Notice on Transactions of Over-the-counter derivatives” includes a description that the value of the goods may rapidly change due to the fluctuation of their value (market risk) and may cause considerable profits or losses to customers (market risk) and that there is a risk of incurring losses from transactions denominated in foreign currency ( monetary risk) as the exchange rate changes.

주70) 원고가 위 기간에 피고 우리은행으로부터 제안받은 통화옵션상품은 인핸스드 타깃 포워드(Enhanced Target Forward), 스텝 티지티 포워드(Step TGT Forward), 크리스마스 트리(Christmas Tree), 원도우 코 배리어 포워드(Window KO Barrier Forward), 이더 포워드(Either Forward, 유로화 상품), 라쳇 녹아웃 포워드(Ratchet Knock-Out Forward) 등 모두 여섯 종류였다.

71) Accordingly, the event exchange rate was reduced from KRW 947 to KRW 942, while the green exchange rate was reduced from KRW 967 to KRW 962, respectively.

Note 72) The term “M” means 1,000,000.

Note 73) In the legislative process of the Capital Markets Act, Nonparty 13 professor at the Seoul National University of Law, who participated in the legislative process, presented his opinion that the consideration for trading derivatives itself cannot be viewed as a fee prescribed in the Capital Markets Act (BB No. 20).

Note 74) Article 53(1)4 of the Enforcement Decree of the Capital Markets Act provides that “matters concerning the cancellation and termination of a contract” shall be subject to the duty to explain.

Note 75) The Defendants presented the scenario of profit and loss arising from exchange rate fluctuations at the time of entering into the instant currency option contract.

(3) The settlement money of the instant currency option contract is the cost incurred in entering into a new transaction with cash flows in opposition to this contract. For example, the method of paying options sold by the company that sells call options in order to liquidate the same even if it is intended to do so is to pay options for the purchase of options, the cash flow of which is offset.

Note 77) In this book, I explain that “I may terminate the existing transaction on terms and conditions of fixed opposition.” The term “I may cancel the foreign currency deposit at the end of each month, and may terminate it by purchasing the same terms and conditions. US dollars may pay and purchase it at a lower price, taking into account the market exchange rate at the time of termination, remaining maturity, event exchange rate, and fluctuation in the purchase.” If other conditions are the same and the time of sale and purchase are different, I explain that “I will have the value decline upon the expiration of time.” It is necessary to explain the existing market price of the lave with the lave structure to the new U.S. exchange rate and to defend the lave with the lave. It is not necessary to renew the existing market price.”

78) The Plaintiff asserts that in each reference document submitted on May 12, 2011 and May 17, 2011, “cases related to foreign over-the-counter derivatives and implications for Korea” should be referred to in this case, including the German Supreme Court ruling introduced in this paper. However, the case holding that it is difficult to find specific grounds for determining the Damond fund case and P&G v. Bankers case as a settlement, and that it is difficult for the U.S. court to consider that there was a change in the interest rate and its risk of mms from the point of view that it would not be easy for the Plaintiff to understand that there was a change in the interest rate and its risk of msphering contract terms and conditions, not the change in the interest rate and its risk of msphering contract (see, e.g., e., e., e., e., e., Supreme Court Decision 2007Da32788888, Apr. 22, 2019).