[1] The method of interpreting the content of a contract where the objective meaning of the language and text of the disposal document is not clearly revealed

[2] The case holding that in interpreting the convenience store franchise contract which provides for the extinction of the store's right of lease due to the automatic termination of the contract, when the contract is terminated due to the occurrence of the cause for automatic termination, the above contents of the above language and text which determine the existence of the liability for penalty as the parties do not bear the responsibility for payment of penalty, should be more strictly interpreted, in light of the fact that the above time when the right of lease of the store is extinguished refers to the case where the lease

[1] Article 105 of the Civil Act / [2] Article 105 of the Civil Act

[1] Supreme Court Decision 2000Da72572 delivered on May 24, 2002 (Gong2002Ha, 1479)

Plaintiff (Law Firm Jeong, Attorneys Jeong Tae-sung et al., Counsel for the plaintiff-appellant)

Defendant corporation

Seoul Eastern District Court Decision 2006Na3648 Decided April 23, 2007

The part of the judgment below against the plaintiff is reversed, and that part of the case is remanded to the Panel Division of the Seoul East District Court.

The grounds of appeal are examined.

Where the content of a contract is written in writing between the parties to the contract as a disposal document and the objective meaning of the text is clear, barring any special circumstance, the existence and content of the expression shall be recognized. However, if the objective meaning of the text is not clearly revealed, the content of the contract and the motive and background leading up to the execution of the contract, the purpose and genuine intent to be achieved by the parties to the contract, transaction practices, etc. shall be comprehensively considered, and the contents of the contract shall be reasonably interpreted in accordance with logical and empirical rules, social common sense, and transaction norms so as to be consistent with the ideology of social justice and equity. In particular, if the content of the contract claimed by one party imposes a serious liability on the other party, it shall be more strictly interpreted (see Supreme Court Decision 200Da72572, May 24, 2002).

According to the reasoning of the judgment below, the court below rejected the plaintiff's assertion that the plaintiff is not liable to pay a penalty on the ground that the termination of the lease contract of this case constitutes "the extinction of the right to lease of this case", one of the grounds for the automatic termination of the lease contract of this case, in light of the following circumstances shown in its reasoning: (i) the term of this case is five years from the opening date of the store of this case; and (ii) the term of the lease contract of this case is up to April 4, 2005, the issue of renewal of the lease contract of this case was planned from the conclusion date of the contract of this case; and (ii) since the lease of this case is the defendant, the occupancy relationship under the lease of this case is deemed as the defendant's direct possession and the plaintiff is similar to the defendant's assistant; and (iii) since the lessor of this case did not provide the duty to return the deposit to the defendant, the purpose of the lease contract of this case can no longer be returned to the plaintiff as one of the reasons for the contract of this case.

However, such determination by the court below is difficult to accept in light of the above legal principles.

In other words, the court below's established facts and records: ① the extinction of the right to lease of a store, one of the reasons for the automatic termination of the contract of this case, appears to be clear that the objective meaning of the language "where the lease contract of this case is terminated regardless of its reason; ② in the event that the contract of this case is terminated due to the occurrence of reason for automatic termination, the original and the defendant are not liable to pay penalty to the other party; thus, more strict interpretation of the above language and text should be made; ③ even if the lease contract of this case was terminated due to the expiration of the contract of this case, even if the lease contract of this case was not returned to the defendant, and the defendant's possession with the right to simultaneous performance does not constitute illegal possession, it cannot be deemed as possession based on the right to lease; ④ In the possession relation of the store of this case, just because the plaintiff is in a position similar to the defendant's assistant, the lessor cannot be viewed to have concluded the lease contract of this case against the plaintiff as one of the reasons for the termination of the contract of this case.

Nevertheless, the court below held that the time when the lessor returns the deposit to the defendant, one of the reasons for the automatic termination of the contract of this case. In so doing, the court below erred by misapprehending the legal principles on the interpretation of the disposal document, which affected the conclusion of the judgment.

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

Justices Ahn Dai-hee (Presiding Justice)