Changwon District Housing Association (Law Firm Eul, Attorneys Jin-sik et al., Counsel for the defendant-appellant)

Mu Industrial Development Co., Ltd.

July 10, 2008

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Defendant (Appointed Party, under the below, Defendant 1), 2,510,000,000 won among them, and 2,400,000,000 won among them, to each Plaintiff, the amount of KRW 110,00,000 from November 3, 2005, and from February 15, 2006 to May 2, 2008, the amount of KRW 5% per annum from the date of delivery of a copy of the application for change of purpose of claim and cause of claim from February 15, 2006 to the date of full payment, and from the next day to the date of full payment, the amount of KRW 20% per annum from the next day to the date of full payment.

1. Basic facts

The following facts are not disputed between the parties, or may be acknowledged by comprehensively taking into account the whole purport of the pleadings in the statements in Gap evidence 1-1, 4, 2-1, 2-3, 3-1, 4-2, 5-1, 2, 5-2, 7-1 through 4, 8-1, 9-1 through 12, 12, 5-1, 12, 21 through 26, 21-2, 8-1 through 4, 10-1, 5-3, 5-1, 5-2, 5-2, 5-1, 7-1, 8-2, 5-2, 12, 5-2, 5-2, 5-2, and 5-2, 5

A. The defendant's status

1) The Defendant is a company with the purpose of carrying out a business by proxy and executing housing construction work, such as the establishment of a regional housing association under the former Housing Construction Promotion Act (amended by Act No. 6852, Dec. 30, 2002; hereinafter the following).

2) A regional housing association refers to an association established by residents of the same or adjacent Si (including the Special Metropolitan City and Metropolitan Cities)/Gun to acquire housing (former Housing Construction Promotion Act). However, in reality, an agency like the defendant, such as the defendant, takes procedures prescribed by law, such as the establishment of a partnership, purchase of land, and various authorizations, and most partners are irrelevant to the operation of the association.

(b) Establishment of an old association;

The Defendant established a regional housing association at 402-30, Changdong-dong, Mapo-gu, Seoul to promote the new apartment construction project. The Defendant led the establishment of the Changdong-dong District Housing Association (the Changdong District Housing Association, referred to as the “ Changdong-dong District Housing Association,” which is the Plaintiff’s name; hereinafter referred to as the “Gu Association”) with 49 members, and obtained authorization to establish the association on June 20, 2003.

At the time of accession, members of the association submitted the following contents: ① delegation of all authority over the selection of business agents and the conclusion of contracts to the head of the association; ② appointment of the defendant as business agents; and submission of the contract for membership and written consent to select the representatives of the association, including the fact that the service cost would be changed later at KRW 4,00,000 per 25 square-type 1 household; KRW 5,000 per 32 square-type 1 household; and Nonparty 7 agreed to select the head of the association.

C. Relationship between the old union and the defendant, and the non-party 8 corporation

1) On August 22, 2003, the former Mutual Association entered into a delegation agreement with the Defendant on the affairs related to the new apartment construction project, and entered into a loan agreement with the Defendant to borrow a new apartment construction contract and a new apartment construction project fund from the non-party 8 Co., Ltd. (hereinafter referred to as the “non-party company”) with the 25 square-type 96 households, 32 square-type 535 households (a change that can be made in light of the market situation at the time of sale).

2) On October 17, 200 and the 18th of the same month, the former cooperative and the non-party company entered into an agreement with the Defendant to pay a sum of KRW 3,00,000,000 as an agency fee for the cooperative. Of these, the amount of KRW 300,000,000 until October 28, 2003, the amount of KRW 300,000 until the sale price is at least 80% or until November 28, 2003 or the amount of KRW 450,00,000 until the project plan begins, the amount of KRW 1,650,000,000 until the commencement of the work plan, and KRW 30,000,000 until the date of application for the completion inspection, and paid KRW 300,000 per annum for delay by adding the amount of KRW 12% per annum as the commission for the cooperative’s loan to the Defendant.

3) On December 31, 2003, the former Mutual Association concluded a joint agreement between the Defendant and the 25 square-type 60-type 60-type 340-type 32-type 340-type 25-type 36-type 32-type 32-type 195-type 195-type 25-type 25-type 36-type 32-type 32-type 195-type 195-type 8-type 25-type 25-type 200-type 31, which provides that the Defendant shall have rights and obligations with respect to the

(d) Dissolution of the Gu association and establishment of the Plaintiff association;

On August 22, 2003, when the defendant obtained approval for additional recruitment of 582 members of the Gu association, but it was judged impossible to finally promote the business since the withdrawal of application for approval of the business plan and re-application for the additional recruitment of union members failed to be well recruited, the defendant obtained approval for the additional recruitment of union members only once in order to avoid restrictions under the former Enforcement Decree of the Housing Construction Promotion Act (amended by Presidential Decree No. 18547 of September 17, 2004), and obtained approval for dissolution on August 27, 2004, by additional recruitment of union members in the same region and 383 members of the association and the authorization for the establishment of the plaintiff association composed of non-party 1 as the representative.

E. The relationship between the plaintiff union and the defendant

Although the plaintiff union did not conclude a delegation contract between the defendant and the non-party company on October 18, 2005, the defendant, as an agent of the plaintiff union, changed the parties to the joint business agreement and construction contract between the defendant and the non-party company on October 18, 2005 to the plaintiff union from the old union to the plaintiff union, and entered into a contract to change the scale of the construction, construction period, construction cost, the unit sale of the association, and the unit sale of the general unit unit.

(f) Payment of fees, etc. for cooperative agency business;

As seen earlier on October 28, 2003 and December 2, 2005 of the same year, the Defendant agreed to pay KRW 600,000,000 ( KRW 300,000,000 + KRW 300,000,000) out of the amount of KRW 3,000,000 as an agent fee for the cooperative, but the Defendant did not fully receive the remaining commission for the cooperative agent for the lapse of March 31, 2005, which was the date of the approval of the project plan after the date of the commencement of the project plan, on December 18, 2004 and on March 31, 2005, between the Nonparty 1 and the representative of the cooperative at the time of the Plaintiff’s association, the remaining commission for the cooperative agent for the cooperative agent for the remainder of KRW 2,100,000,000, 000, 000, 200, 300, 000.

Meanwhile, from October 20, 2003 to March 18, 2005, the Defendant received KRW 110,000,000 from the non-party company as the operating expenses of the Gu association and the Plaintiff association.

G. Termination of delegation contract for business of the Plaintiff Union

The issue of Nonparty 2, etc., who is a member of the Plaintiff’s association, is that the Defendant’s delegated affairs are not well-founded. Nonparty 1 resigned from the position of the head of the association on May 2006. Nonparty 2 elected Nonparty 2 as a new head of the association, and decided to hold a board of directors on September 20, 2007 to order the appointed Nonparty 1 to expulsion. On August 16, 2006, the Plaintiff notified the Defendant that the delegation contract for the affairs of the association was concluded without the Plaintiff’s general meeting resolution (other than the Plaintiff’s association terminated the business contract with the president of the law office, the legal adviser contract with the law firm law firm, the business agreement with the certified judicial scrivener, the business agreement with the law firm and the accounting firm with the manager).

2. The assertion;

A. For the following reasons, the Plaintiff asserts that, although the Plaintiff did not have a duty to pay KRW 2,400,000,000 to the Defendant the cooperative agent fee, Nonparty 1, in collusion with the Defendant, paid KRW 2,400,000,00,000 to the Defendant, the Plaintiff Union claimed compensation for damages or return of unjust enrichment for joint tort by the Defendant and Nonparty 1.

1) Although the delegation contract for the affairs of the association and the modification agreement for the fee for the agency business of the association (hereinafter referred to as the “instant agreement”) should be concluded according to the intent of the Gu association through a resolution of the general meeting of the association members of the association, the Defendant signed the instant agreement regardless of the intent of the Gu association by sealing the seal of the head of the association who was under custody in the lead of the said new apartment construction project and sealing the seal of the head of

2) Even though the instant agreement is effective against the former union, since the former union and the Plaintiff union are separate organizations that have different legal personality, the instant agreement concluded by the former union cannot be viewed as effective as against the Plaintiff union as a matter of course.

3) Even though the instant agreement has its effect on the Plaintiff Union, the Defendant did not have the obligation to pay the Plaintiff Union fees to the Defendant, since it inflicted damages on the Plaintiff Union by negligence on the agency business.

4) Under a joint project agreement, 37.11% of the work performed by the Defendant in relation to the new apartment construction project is not an agency for the Plaintiff’s association, and thus, at least 37.1% of the commission for the association’s agency, the Plaintiff association is not obligated to pay it.

5) Since the instant agreement was terminated by notifying the Defendant of the termination of the instant agreement, the Plaintiff Union did not have a duty to pay the Plaintiff Union’s agency fees for the affairs related to the new apartment construction project thereafter.

B. In addition, although the Plaintiff did not have the obligation to pay the partnership operating expenses to the Defendant, Nonparty 1, in collusion with the Defendant, claimed that the Plaintiff paid KRW 110,000,000 to the Defendant, and that the Plaintiff and Nonparty 1 claimed compensation for damages caused by joint tort or restitution of unjust enrichment against the Defendant and Nonparty 1.

3. Determination

A. Whether the agreement of this case is effective as to the old union

1) In full view of Nonparty 4’s testimony, in full view of the purport of the entire pleadings, the fact that the Defendant kept the official seal of the head of the Gu association, and the Defendant’s representative director, at the time of the conclusion of the instant agreement, affixed an agreement (No. 12) and an modified agreement (No. 7-2 and 4) on the official seal of the head of the Gu association that was kept by the said representative director, etc., and entered into the instant agreement.

However, as revealed in full view of the above facts, a regional housing association practically carries out the whole business affairs of a cooperative led by an agency; members of the association appoint the defendant as an agent at the time of joining ① the entire business affairs of a cooperative; ② the defendant as an agent; and the service expenses of the association shall be KRW 4,00,000 per 25 square-type 1 household, KRW 5,000,000 per 32 square-type 1 household, and shall be changed later; the former association, as well as the Plaintiff association, shall act for the defendant as an agent on behalf of all the partnership affairs, such as authorization for establishment, authorization for change of partnership, approval for change of business plan, approval for change of housing construction project plan, report on commencement of construction project, and application for construction permission, etc. based on the agreement in this case; however, the plaintiff's assertion in this part is without merit.

2) Meanwhile, in full view of the purport of the argument in Gap evidence 13, Article 16 (1) of the former Union Regulations provides that the amendment of the union bylaws, the establishment and alteration of a project implementation plan, the methods of housing supply, the matters concerning the election of officers, the settlement report of the completion of the project, the selection of the contractor, the matters the consent of a majority of union members is required, the decision of the sale price and other important matters necessary for the achievement of the project objectives of the union members shall be the matters of the resolution of the general meeting of union members, and Article 16 (3) of the former Union Rules provides that even if there is no convocation of the general meeting, the agreement of this case shall be deemed to be a resolution of the general meeting of union members if there is no convocation of the general meeting, and the agreement of this case shall be deemed to be a resolution of the general meeting of union members, and the service cost shall be 4,000,000,000 won per each household of 25 square meters.

B. Whether the agreement of this case was effective on the Plaintiff Union

As acknowledged earlier, in light of the purpose of the establishment of the former union, the dissolution of the former union, the circumstances leading up to the establishment of the Plaintiff union, the composition of the Plaintiff union, and the attitude of the Plaintiff union on the contract concluded between the former union and the Plaintiff union, etc., the former union and the Plaintiff union are the same entity. Therefore, the agreement of this case that was concluded effective between the Defendant and the former union is also effective for the Plaintiff union.

C. Whether the defendant's agency negligence exists

In full view of the purport of each statement of evidence Nos. 14 through 20, the Defendant purchased and registered the land from Nonparty 5, who is the landowner in the process of purchasing the land in the project site, and the Plaintiff Union filed a lawsuit claiming ownership transfer registration from Nonparty 5, who is the real landowner in Seoul Western District Court 2006Kadan10661, and the Plaintiff Union paid KRW 1,60,000 to Nonparty 5 on March 3, 2008 to purchase the land from Nonparty 5. The Defendant purchased the land from Nonparty 6, who is the landowner in the project site, and the Defendant asserted the invalidity of the above sales contract and claimed ownership transfer registration, and paid KRW 40,000,000 to Nonparty 6 during the appeal proceedings.

However, in light of the overall purport of each of the above evidence, the non-party 5's Dong name assumes the land owner and sold the land to the defendant, and did not clearly arrange the position of the plaintiff union even after the lawsuit was brought against the non-party 5, who is the real owner, even after the non-party 5's Dong name was aware that he was not the land owner. The plaintiff union did not clearly arrange the position of the court of final appeal. When the court of final appeal lost the land, it attempted to reach a final appeal and then purchased land at a price much higher than the market price. The former union proposed that the non-party 6 should provide the right to move into the land if he knew that he was not the land owner after the contract was concluded with the non-party 6. However, although the non-party 6 did not comply with the above registration, the non-party 6 asserted the cancellation of the registration and participated in the court of first instance, the plaintiff union, the plaintiff union, and the plaintiff union did not have an obligation to pay the agreed amount in order to resolve the dispute.

D. Whether an association agent fee corresponding to the defendant's share is liable to pay

Comprehensively taking account of the overall purport of the arguments in Gap evidence 7-5, the old union and the defendant agreed to jointly implement the new apartment construction project on December 31, 2003, and the old union decided to have the rights and obligations against the general unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit unit

Therefore, the defendant shall be deemed to have concurrently held the status of the agent of the Gu association and the plaintiff association for the portion of sale in lots, and the status of the co-project implementer for the general portion of sale in lots, and the defendant shall be deemed to have agreed to receive KRW 3,000,000,000 as the agent of the former association by concluding the agreement of this case in the position of the agent of the former association. Therefore, the plaintiff association still has the obligation to pay the defendant the full amount of

E. Whether it is liable to pay an agency fee for affairs after termination

As seen earlier, the Plaintiff Union notified the Defendant of the termination of the instant agreement on August 16, 2006, and thus, the instant agreement was terminated on the same day.

However, as seen earlier, the Defendant is not entitled to receive the fees from the Gu association and the Plaintiff association, and instead exempted the payment of damages for delay for the unpaid amount, and when the delegated person terminates the delegation contract at an unfavorable time without any inevitable reason, it shall compensate for damages incurred to the mandatary pursuant to Article 689(2) of the Civil Act. Thus, even if the Defendant was unable to perform his/her duties by the Plaintiff’s unilateral notice of termination, it cannot be said that the Defendant’s Appointor made unjust enrichment equivalent to the fees for the portion for which the Plaintiff did not perform his/her duties, or caused damages equivalent to the same amount to the Plaintiff association.

F. Whether the Defendant’s receipt of expenses for the operation of the partnership constitutes tort or unjust enrichment

If a mandatary has disbursed necessary expenses for the management of the entrusted affairs, he/she may claim such expenses from the mandators. In such cases, the former association and the Plaintiff association, which entrusted the affairs related to the new apartment construction project to the defendant, shall be liable to pay the expenses for the operation of the association, which are necessary expenses disbursed by the defendant

4. Conclusion

Therefore, the plaintiff's claim of this case is dismissed as it is without merit. It is so decided as per Disposition.

[Omission of List of Appointed]

Judges Min You-sook (Presiding Judge)