[1] Whether a simple act of assuming debt obligations, which does not comply with the management and disposition of collective ownership property itself, can be deemed as an act of management and disposal of collective ownership (negative)

[2] 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

[3] The case affirming the judgment below holding that in case where the fishing village fraternity Gap, a non-corporate body Gap, entered into a sales contract with the content that it would collect the village and supply it to Eul, the non-corporate body Gap did not require a resolution of a general meeting of members since it did not constitute an act of management and disposal of the collective ownership itself, and the fishing village fraternity Gap has a duty to conduct the collection of the village fraternity unless "the situation where the work such as the failure in good faith, etc." is "the situation" according to the good faith and commercial practice

[1] Articles 275 and 276(1) of the Civil Act / [2] Article 105 of the Civil Act / [3] Articles 105, 275, and 276(1) of the Civil Act

[1] Supreme Court en banc Decision 2004Da60072, 60089 Decided April 19, 2007 (Gong2007Sang, 693) / [2] Supreme Court Decision 2000Da72572 Decided May 24, 2002 (Gong2002Ha, 1479)

Plaintiff (Attorney Kim Young-soo et al., Counsel for the plaintiff-appellant)

E. Fishing village fraternity (Law Firm Han-deok et al., Counsel for the plaintiff-appellant)

Daejeon High Court Decision 2010Na2259 Decided November 17, 2010

The appeal is dismissed. The costs of appeal are assessed against the defendant.

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

1. As to the assertion of misapprehension of legal principles as to the management and disposal of collective ownership

The term "management and disposition of collective ownership" in Articles 275 and 276 (1) of the Civil Act refers to the act of using or improving the collective ownership property itself or the act of disposing of legal and private property performance. The simple act of bearing debts, which does not comply with the management and disposition of collective ownership itself, shall not be deemed an act of managing and disposing collective ownership (see Supreme Court en banc Decision 2004Da6072, 6089, Apr. 19, 2007, etc.).

According to the reasoning of the judgment below, the court below found that the plaintiff and the defendant entered into a sales contract of this case with the content that the contract bond shall be 50 million won, the contract period, and the period for collecting bals from October 1, 2008 to December 31, 2008, but the defendant must supply the plaintiff with the entire total production per day of fishing village fraternity and the plaintiff must take over the whole quantity without any objection. If the plaintiff is unable to take over it, the defendant can dispose of it at his own discretion, and the defendant may bear the responsibility for mobilization of bals, vehicles, and other expenses, and if the defendant violated the above matters, the contract of this case was concluded with the non-corporate company with the content that the plaintiff would compensate for the loss of the plaintiff (hereinafter "the contract of this case"). The court below determined that the act of entering into the contract of this case with the content that the defendant, who is the non-corporate company, should collect bals and supply the bals by collecting bals, does not comply with any management and disposal of collective property.

Examining the above facts in light of the above legal principles, since the defendant's conclusion of the contract of this case is merely merely a simple act of assuming obligations and cannot be viewed as management and disposal of collective ownership itself, the judgment of the court below to the same purport and the rejection of the defendant's allegation that the contract of this case is invalid, and there is no error of law such as misunderstanding of legal principles as

In addition, the allegation that the conclusion of the instant contract constitutes grounds for restriction on power of representation as provided by the Defendant’s Articles of Incorporation, and that the conclusion of the instant contract without a resolution of the general meeting is null and void is made for the first time in the final appeal, and thus cannot be a legitimate ground for appeal

2. As to the assertion of misapprehension of legal principles as to contract interpretation

Where the content of a contract is prepared in writing between parties 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 as to the existence of the intent in accordance with the language and text, and where the objective meaning of the language and text is not clearly expressed, it shall be reasonably interpreted in accordance with logical and empirical rules, social common common sense, and transaction norms so that the parties can conform to the ideology of social justice and equity by comprehensively examining the contents of the language and text, 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. 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

In light of the legal principles and records as to the interpretation of the disposition documents, the judgment of the court below which held that the defendant is obligated to perform the work of collecting booms from October 1, 2008 to December 31, 2008, the contract term of the contract pursuant to the good faith and commercial practice, unless there is a "feasible circumstances, such as the failure of work," is just and acceptable, and it is difficult to see that there was an error in the misapprehension of legal principles as to the interpretation of the contract. This part of the grounds of appeal is without merit.

3. As to the assertion of misapprehension of legal principles concerning calculation of damages

Examining the reasoning of the judgment below in light of the records, the court below is justified in calculating the amount of damages according to the method as stated in its holding based on the working days of a fishing village fraternity nearby the time similar to the contract period of this case. Thus, it is difficult to see that there was an error of law by misapprehending the legal principles concerning calculation of damages due

4. Conclusion

Therefore, the appeal is dismissed and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yang Chang-soo (Presiding Justice)