beta
Cases
209 Gohap136849 Judgment of execution
Plaintiff
1 . ♥♥♥♥ 주식회사
Ulsan-dong-gu 00 -
A representative director ○○, i.e., ar.
2 . ①★★★★★ 주식회사
Gangnam-gu Seoul 00 Dong-gu -
Representative Director ○ Kim Jong, and Summary
3 . □▷▷▷ 주식회사
Dong-gu Incheon 00 Dong-gu - Do-
대표이사 박♤☆
4 . ◎♥♥♥ 주식회사
Seoul Jongno-gu 00 Do-dong
Representative Director Kim △△
5. A stock company of 0000
이천시 00을 00리 ♤♤♤♤♤
대표이사 송♥
6 . ▲▲▲▲ 주식회사
Seoul Seocho-gu00 Dong.
대표이사강♥,양♠○,정▶
7.OOO Co.
서울강남구00동-0000타워▷
대표이사이▲
8 . 주식회사 ★ & & & & &
-00 Domp 00 - Domp - Domp - Domp.
대표이사 이♥♡
9 . 장■ ♠ ( xxxxxx - xxxxxxx )
Seoul Seongbuk-gu 00 Dom-gu Dom-gu
10 . 정 ▶ ▲ ( xxxxxx - xxxxxxx )
Seoul Seongbuk-gu 00-dong-gu 00 apartment units - Do-gu
11 . 정 ♤ ( xxxxxx - xxxxxxx )
Seongbuk-gu Seoul 00 Do-dong
12 . 정 ♤ ( xxxxxx - xxxxxxx )
- 00 square meters 00 square meters - Does
[Defendant-Appellee] Kim & Lee LLC, Counsel for defendant-appellee
Attorney Han-soo, Kim Jong-soo, Lee Young-soo, Lee Young-soo, Lee Young-soo, Lee In-bok
Defendant
1 . 하△▣ ▷▷ ▷▷▷ ( ▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷ ) ,
네덜란드국 ▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷▷ 가▷▷▷♡ ♡ 1 .
( ▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲ AMA Unix☆☆ ♤♤♤♤♤ .
2 . 아★▲▲▲▲ ♤♤♤♤♤♤♤♤ ( _ _ _ D♤♤♤♤♤♤♤♤♤♤♤♤♤♤
2 . 아★▲▲▲▲ ♤♤♤♤♤♤♤♤ ( _ _ _ D♤♤♤♤♤♤♤♤♤♤♤♤♤♤
네덜란드국♤♤♤ ♤♤♤ & & & & ♤☆☆☆☆☆☆
( AO♠♠♠♠♠♠♠♠♠♠♠♠♠♠♠♠♠♠ , 18♠♠♠♠♠♠♠♠
2 . 아★▲▲▲▲ ♤♤♤♤♤♤♤♤ ( _ _ _ D♤♤♤♤♤♤♤♤♤♤♤♤♤♤
[Defendant-Appellant] Plaintiff 1
Attorney Kim Jong-soo, Kim Yong-ho, Park Jong-ho, Park Jong-ho, Lee Byung-ho, Lee Byung-ju, and Kim Jong-Gyeong
Conclusion of Pleadings
May 28, 2010
Imposition of Judgment
July 9, 2010
Text
1. International Chamber of Commerce and Industry between the Plaintiffs and the Defendants (International Caberce)
Court of Arbitration (No. 3) case number (No. 5) in the International Court of Arbitration.
☆☆♤ Ji ♤♤♤♤중재사건에 관하여 중재판정부가 2009 . 11 . 22 . 한 별지 목록 기
Any compulsory execution based on an arbitral award shall be permitted.
2. The costs of lawsuit are assessed against the Defendants.
3. Paragraph 1 can be provisionally executed.
Purport of claim
The order is as set forth in the text.
Reasons
1. The summary of the case
In this case, the plaintiffs are entitled to the defendants of the International Chamber of Commerce and Industry (International Marber).
International Court of Arbitration (the International Court of Arbitration) of Common Service, hereinafter referred to as 'C', the International Court of Arbitration
The annexed list received from the International Arbitration Court (hereinafter referred to as the "International Arbitration Court") on November 12, 2009
For a judgment of execution on the arbitration judgment, the defendants have international jurisdiction in this court.
없을 뿐만 아니라 ♡◎◎◎ 제5조 제2항 나 . 호에 따라 위 중재판정의 승인 · 집행이 거
It is a case that argues that it should be accompanied.
2. Basic facts
The following facts are not disputed, or are not disputed, Gap 1 through 3, 16 through 18, 24 through 29, 31 and 32:
statement of the evidence (including number number) and the whole purport of the pleading; and
set forth in subsection (1).
A. Status of the party
원고들은 ★♡그룹 계열사 및 관계자들로서 1999년경까지 ♥♥♥♥♥♥ 주식회사 ( 이
하 ' ♥♥♥♥♥♥ ' 라고 한다 ) 의 지배주주였던 자들이고 , 피고 하△▣ ♤♤♤♤♤ 이하
' 피고 하△ ' 이라고 한다 ) 와 피고 아★▲▲▲▲ ♤♤♤♤♤♤♤♤ 이하 ' 피고 아★
▲▲▲ ' 라고 한다 ) 는 아랍에미리트연합의 아부다비 지방정부가 설립한 투자회사인
indirectly transfer to the International Peleum Investment Company (hereinafter referred to as the “BY”)
액 출자한 자회사로서 1999년 12월 이후 ♥♥♥♥♥♥의 주주가 된 네덜란드국 법인
is the same.
나 . ♥♥♥♥♥♥의 투자 유치 및 최초 주주간 계약
1 ) ♥♥♥♥♥♥는 원고들이 발행주식의 100 % 를 보유한 지배주주로서 경영하던 회
As the financial situation of 197 has deteriorated due to the outbreak of foreign exchange crisis, foreign capital through capital increase with capital increase.
In order to attract investment.
2 ) _ _ 1999년경 위 유상증자에 참여하기 위해 피고 하△▣을 설립하였고 , 피고
하△▣ 명의로 ♥♥♥♥♥♥의 보통주식 122 , 541 , 211주 ( 당시 지분비율 50 % ) 를
612, 706, 055,000 won per share (5,00 won per share).
3 ) 또한 , 원고들 , 피고 하△▣ 및 ♥♥♥♥♥♥는 1999 . 12 . 10 . ♥♥♥♥♥♥ 공동경
In order to regulate matters concerning this Decree, a contract with the following terms and conditions as the first shareholder (hereinafter referred to as "the first shareholder"):
이라고 한다 ) 을 체결하였고 , 이를 반영하는 내용으로 ♥♥♥♥♥♥의 정관을 변경하였
C. (hereinafter referred to as “the terms of the contract”) shall not transfer the part described in the original text of the contract as it is without stating
The meaning of each provision is briefly identified and described. The same shall apply hereinafter.).
○ Matters relating to the Board of Directors
( 1 ) ♥♥♥♥♥♥의 이사회는 7인의 이사로 구성하되 , 이사 중 4인은 _ _ 가 지명 ( 이하
(D) 3 members are nominated by the plaintiffs (hereinafter referred to as "the plaintiffs' directors") (Article 5.2).
(a) subsection (a).
(2) Each director shall have the right to vote on the agenda to be deliberated upon by the board of directors
directors must comply with the decision or judgment of the Standing Committee (Sanding mitte) and consent thereto.
At the time of appointment, Do-based and the plaintiffs shall be appointed from the person to be appointed as directors by their respective names.
(2) If a director violates such undertaking, the requirements of the other party’s shareholder shall be satisfied; and
section 5.2 (c) shall exercise the voting rights to dismiss the director at a general meeting of shareholders (Article 5.2 (c)).
(3) A company, including any establishment or alteration of, or withdrawal from, the distribution policy of the company (Article 5.2 (h))
shall be adopted by a resolution of the board of directors on all agenda items related to the management of the corporation: Provided, That the approval of a shareholder under Korean law shall be granted
If necessary, the approval shall also be obtained (Article 5.2 (h)).
○ Matters concerning the Standing Committee (Standards mites)
( 1 ) ♥♥♥♥♥♥에 5인의 위원으로 구성된 상임위원회를 설치하되 , 상임위원 중 3인은
In order to appoint a Do-based director (hereinafter referred to as the "Do-based standing member") from among the Do-based directors, two persons are the plaintiffs' members.
The appointment shall be made from among the directors of the Switzerland (hereinafter referred to as "standing members of the plaintiffs"). Any agenda shall first be standing.
section 5.2 (h) shall not be presented to the board of directors without the approval of the board of directors, and shall not be
subsection (1) shall be delegated to the Board of Directors to the maximum extent not prohibited under Korean law.
In the case of matters to be approved, the determination or decision of the board of directors on such matters shall first be the inspection of the standing committee.
and approval. The plaintiffs and the directors who are appointed by them shall be the directors of the company.
to vote at the meeting (Article 5.2 (c), Section 5.3 (b), and Section 5.4 (d)).
(2) The standing committee shall be responsible for review, determination, and decision on the resolution of the general meeting of shareholders. The standing committee shall be responsible for the deliberation, determination, and decision
Only the matters approved by the original meeting may be the agenda of the general meeting of shareholders. The plaintiffs and the Dog-gu Standing Committee's decision
section 5.3 (g) shall be complied with and exercise voting rights on matters to be deliberated at a shareholders' meeting (Article 5.3 (g)).
(3) The matters to be resolved by the Standing Committee may be approved by the unanimous value of the members present at the meeting.
§ 5.3 (c).
(4) A agenda presented to the Standing Committee even after a reasonable review period not exceeding two weeks.
In the event of failure to adopt a resolution by an unanimous meeting, each member present at the meeting shall adopt a resolution with respect to such matters 2.
for a period not exceeding the month, and a standing member during the postponed period;
The members of the meeting shall consult with other members for a unanimous resolution. The postponed matters may be postponed again.
(2) 3 members appointed by him/her, if he/she is unable to pass the meeting even after he/she has gone through the above procedure.
subsection (e) and (f) of section 5.3 (e) and (f) shall be deemed to be a resolution of the standing committee on the matter at the time of such determination.
(e) The method set forth in subsection (f) is referred to as "two-month consideration period".
다 . 피고 하△▣의 금융지원 및 수정 주주간 계약
1 ) 위 최초 주주간 계약 이후 ♥♥♥♥♥♥는 원고들측 상임위원 2인과 측 즉 ,
피고 하▣◆◆ 상임위원 3인이 상임위원회에서 회사의 주요 경영사항을 결정하면 , 이
사회와 주주총회에서 그 사항에 관하여 의결하는 방식으로 운영되었다 . 그러던 중 ♥
♥♥♥♥♥는 2001 . 경 다시 자금 사정이 악화되어 피고 하△▣로부터 신용제공 방식으
로 추가 금융지원을 받게 되었다 . 원고들은 그 무렵 피고 하△▣과 사이에 위 금융지
원에 대한 대가로 피고 하△▣이 미합중국 법화 ( 이하 ' O ' 라고 한다 ) 2억 달러의 누
적배당금을 지급받을 때까지 원고들은 배당을 받지 않기로 하고 피고 하△▣에게 원고
shares that may be purchased in 40,500 won per share of 40 percent (20 percent equity) of the common shares held by them.
It agreed to grant the Do's claim(CallO).
2 ) 또한 , 원고들 , 피고 하△□ 및 ♥♥♥♥♥♥는 2003 . 5 . 1 . 경 최초 주주간 계약의
Partial clauses are amended to the following contents, and the remainder is the same as the initial shareholder agreement:
(hereinafter referred to as "a contract between the revised shareholders") made a new contract with the terms and conditions prescribed by this section.
고 , 이를 반영하는 내용으로 ♥♥♥♥♥♥의 정관을 변경하였다 .
○ Composition of Shares and Legal Relationship
( 1 ) 피고 하△▣의 기보유 보통주식 122 , 541 , 211주 ( 지분율 50 % ) 는 의결권 있는 제1종 우
Pursuant to the provisions of this Act, prior shares (this shall not be less than 5 per cent per annum of the dividend rate and the par value of the goods) shall be converted into and accumulated;
Until the dividend reaches USD 200,000, common shares and Class 2 shares for Class 1 preferential shares;
dividend in preference to shares (Article 7-2(1) to (3) of the Articles of Incorporation.
(2) 24, 508, 242 shares owned by the plaintiffs (share 10 per cent of the shares) are non-voting shares 20 per cent of the common shares owned by the plaintiffs
Preferred shares (referred to as 0.1% per annum of the dividend rate 0.1%) converted into Preferred shares, and Category 1,
class 2 shares and common shares of class 2 until the cumulative dividends of USD 200,000 are paid for each class of shares.
No dividends shall be paid to shares (Article 7-3, 1, 2).
( 3 ) 피고 하△▣에 대한 누적 배당금이 ○ 2억 달러에 도달함과 동시에 , 제1종 및 제2종
Preferred Shares are automatically converted into common shares (Articles 7-2(6) and 7-3(5) of the Articles of Incorporation.
○ Matters concerning dividends;
( 1 ) 매 회계연도의 총 배당금은 당해 회계연도 말 현재 ♥♥♥♥♥♥의 대차대조표상 ‘ 이
at the rate of the capital to which the cash, etc. has been deducted from the net debt to which the person bears
Interest - In the case of not exceeding 1.5 'equitable cash equitables'
상적으로 ♥♥♥♥♥♥의 세전신고수익에서 당해 회계연도에 적용되는 법인세율을 차감한 금
The parties have to ensure that the amount (hereinafter referred to as "net profit") reaches 50% of the amount (hereinafter referred to as "net profit")
It is the intention (Article 11.4 of the revised Agreement between the shareholders, hereinafter the above Article 11.4 of the 11.4 is referred to as the "instant dividend clause").
(2) The board of directors is subject to any deliberation and resolution by the standing committee regardless of any fiscal year. section 11.4.
(2) Any amendment may be recommended to the General Meeting of Shareholders so that dividends may be declared differently from the guidelines set forth therein.
1.5 of the contract between stockholders.
○ Matters concerning board of directors
이사회는 9인으로 구성되고 , 그 중 5인은 피고 하▣◆◆ 이사로 , 4인은 원고들측 이사로
section 5.2 (a) of the amended Agreement and section 32.1 of the Articles of Incorporation.
Matters concerning ○ Standing Committee
( 1 ) 상임위원회는 7인으로 구성되고 , 그 중 4인은 피고 하▣◆◆ 상임위원으로 , 나머지 3
A person shall be standing members on the part of the plaintiffs (Article 5.3 (b) of the revised shareholders agreement, Article 42 of the Articles of Incorporation).
(2) The matters to be resolved by the Standing Committee shall be subject to the condition that the “period of consideration for a period of two months”, and all the members present at the meeting.
원들의 만장일치 승인을 얻을 수 있도록 검토되어야 하나 , 피고 하△▣이 보유하는 제1종 우
○ 200,000,000 won for cumulative dividends to pre-stocks (Threshold Divend Amunit) 1)
Until arrival, the two-month period of consideration is not applicable, and the approval of four standing members present at the meeting shall be granted.
section 5, section 3 (c) of the amended agreement and section 43 (2) of the articles of incorporation).
00 Defau and deemed subscription (Defau) for failure to perform the contract
(1) If either Party commits a serious breach of its obligations under this Agreement and the rectification of such breach
If no correction is made within 30 days from the delivery of the written notice sought, the contract is not made for the purpose of the contract.
Part 7.1 (a) of the revised agreement between stockholders constitutes an event (the No. 7.1 (a) of the revised agreement).
(2) either party directly or indirectly causes a situation of default, or the subject of a situation of default.
된 경우 , 당해 당사자가 소속된 측은 그들이 보유한 ♥♥♥♥♥♥ 주식 전부에 대하여 계약을
shall be deemed to have made an offer to the other party who has not failed to comply. In the case of such deemed offer, the price of the shares in question shall be
§ 300,000,000,000,00
25 per cent of the price) "........ (The amount equivalent to 25 per cent of the price) ......... (a) and (b) of the revised agreement between stockholders, below:
Each provision is referred to as "the deemed subscription provision".
○ Arbitration Agreement
원고들과 피고 하△▣의 법적 분쟁이 해결되지 못한 경우 그 분쟁은 싱가포르 또는 당사
The Arbitration Rules and Arbitration Rules of any other place agreed in writing by the parties (hereinafter referred to as the “Mediation Rules”).
This paper finally solves the dispute by arbitration being conducted in English under the English law.
한다 . 중☆들은 피고 하△▣이 선정한 1인 , 원고들이 선정한 1인 및 동 중▷☆들이 선정한
제3의 중▷☆ 1인 등 총 3인의 중▷☆으로 구성된다 . 중▷☆의 판정은 당사자들간에 종국적이
and all claims, counterclaims, etc. arising in connection with this contract, or any
As a final judgment in relation to all other matters arising, res judicata (presive action by a claimant agency) and any advice to the issue
(B) the protection and benefits of the right to be registered and the subject of review or appeal by a court.
(Article 7.5).
○ Applicable Law
This Agreement shall be interpreted in accordance with the application of Korean law (Article 27.2 of the Revised Shareholders Agreement).
(d) Exercising a claim to sell stocks;
피고 하△▣은 2005 . 10 . 경 주식매도청구권을 행사하여 2006 . 2 . 경 원고들로부터 보
통주식 49 , 016 , 484주 ( 지분비율 20 % ) 를 매수하였고 , 이후 , 는 피고 아★▲▲▲▲를
(2) The name of the shareholder of 49, 016, and 485 shares (ratio 20%) of the first-class shares held by Defendant Hair △△△.
의를 피고 아★▲▲▲▲로 변경하였고 , 그에 따라 피고 아★■■■■■ 2006 . 2 . 8 . 경
The shareholder becomes a party to the revised contract.
이로써 2006년 2월 이후 현재까지 원고들은 ♥♥♥♥♥♥ 주식총수의 30 % 를 , 피고
They hold 70% of the total number of stocks.
마 . 피고 하△▣에 대한 배당금 지급
♥♥♥♥♥♥는 피고들이 보유한 제1종 우선주식에 대하여 , 아래 표 기재와 같이
With respect to the fiscal year 2004, the amount equivalent to 6.8% of net income, and with respect to the fiscal year 2005
The amount equivalent to 50% of net profit was paid as dividends.
그러나 , 2007 . 2 . 15 . ♥♥♥♥♥♥의 상임위원회에서는 2006년 회계연도에 관하여
20. The Defendants decided to distribute only the amount equivalent to 4% of net profit. Accordingly, the Defendants are dividends.
14 billion won received only. In addition, the standing committee in the above standing committee in respect of fiscal year 2007
As a result, the Defendants decided not to pay dividends for the Preferred Shares at all, since 2005.
The cumulative dividend received shall be US$ 180,000,000 and shall be limited to US$ 200,000,000,000.
failure to meet the requirements of this section.
A person shall be appointed.
F. Request for arbitration and arbitral award of the instant case
1 ) 원고들은 ♥♥♥♥♥♥의 2006년 , 2007년 회계연도 배당이 이 사건 배당조항 기
under section 14(3) of this title is deemed to be a material breach of the
The case number (No. 5) at the International Court of Arbitration, which held against the Defendants on March 25, 2008.
♤♤♤♤♤ LI 로 중재를 ( 청었 외에 와 ♥♥♥♥♥♥도 피신
Although it was considered as a Cheong, the request for arbitration was withdrawn during the Do).
2 ) 이에 대하여 피고들은 원고들이 ♥♥♥♥♥♥ 주식 매각을 방해하여 손해를 입었
such interference constitutes a serious breach of a contract between shareholders and thus is subject to the application of deemed subscription provisions.
In addition, the plaintiffs and the defendants asserted that they were opposed to the arbitral proceedings of this case.
“Fair Price (Frair Price)” under the deemed subscription provision was agreed to be KRW 20,000 per share.
3) As stipulated in the instant modified shareholders agreement, the plaintiffs are selected according to the L/C Arbitration Rules.
정한 중☆ 1인 , 피고들이 선정한 중▷☆ 1인 , 그리고 위 2인의 중▷☆들에 의하여
공동 지명된 의장 중▷☆ 1인 등 모두 3인의 중 으로 구성된 중재판정부 ( Tribunal )
on November 12, 2009, attached Form 2, at the end of the proceedings in respect of the above case in Singapore.
Arbitral Award (hereinafter referred to as the "Arbitral Award of this case") as shown in the Record was made, and the judgment was made.
The main contents of the attention are as follows:
○ Whether the Defendants’ revised shareholders violated a contract
· 이 사건 배당조항은 ♥♥♥♥♥♥ 신주 인수와 관련된 협상과정에서 가 제시한 ' 순이익
50 per cent distribution under the requirement of '50 per cent distribution', to be included in the first agreement between stockholders, the modified agreement
on the basis of whether a reverse dividend has been satisfied or not, the right to receive a dividend from the plaintiffs, and whether a prior period of two months has been granted
In light of the fact that the calculation of dividend prescribed in the dividend clause of this case is binding.
모든 당사자들은 ♥♥♥♥♥♥가 이에 따라 최소한의 배당을 선언하도록 하게 할 의무가 있
3) An exception under section 11.5 must have reasonable grounds (within section 267 of the Arbitral Award).
land 272, 276, 294)
The Defendants shall agree on the amount of dividends and have the directors vote in accordance with the agreement.
The shareholder of this case asserts to the effect that the shareholder of this case is invalid because it is contrary to the independence or duty of loyalty of directors.
reflect the concept of the corporation law in the inter-Korean contract and prescribe the decision by the standing committee other than the board
Although there are some important points that can no longer be seen, botom line 209 202 201 201 2002
however , that . . . ) 주주간 계약 당사자들은 ♥♥♥♥♥♥의 주주이므로 원칙적으로 배당에 관
(Arbitral Award No. 286 to 289).
· 또한 , 피고들은 ♥♥♥♥♥♥의 2006년도 및 2007년도 배당결정은 2개의 프로젝트를 위한
It is alleged that such decision constitutes a case where there are reasonable grounds for exception, taking into account the need for financing.
B. Whether the Defendants did not pay dividends in consideration of all evidence and documents of the case
The motive is not related to the project, but to the contract between shareholders of the amendment of this case.
The Defendants appear to be related to renegotiation, and therefore, solely on the grounds alleged by the Defendants, reverse dividends.
It is not justified to stop dividends at a level below 00,000 US dollars 1,000 (courts).
Questions 296 to 306)
즉 , 피고들은 ♥♥♥♥♥♥로 하여금 2006년 순이익의 50 % 배당을 하게 하지 않음으로써
(4) Pursuant to section 5.3 (g) of the Revised Agreement between shareholders, shareholders have violated the Revised Agreement
State's decision should be the same as the decision of the standing committee, so the defendants' initial breach of contract is 2007.
2. A decision made by the Standing Committee on April 15, 2007, as a result, does not reach 50% of the net profit of April 26, 2007.
(Law No. 307, 326, 327).
○ Effect of deemed offer
- At the time of entering into a contract between shareholders of the instant modification, the intent of the parties is limited to temporary privileges.
피고들이 ♥♥♥♥♥♥를 구제하는 것이었는데 피고들이 일방적으로 이러한 특권의 기간을
The decision to extend the contract is a breach of the essential elements of the contract between the shareholders of the revised contract.
due to the failure to recover the right to control the company and the failure to receive dividends after 2006.
The Defendants’ breach of contract is serious, and the Plaintiffs’ letter dated February 16, 2007.
through B, the Defendants demanded correction of the violation, but the Defendants were 30 days thereafter.
Since no correction was made within March 18, 2007, this is prescribed in Section 7.1 (a) of the amended Agreement between shareholders.
The contract failure situation (the E.S.) is the case of E.S. Therefore, the agreement on March 18, 2007 is agreed upon.
The deemed offer was made, and the said deemed offer was made on March 25, 2008 by the plaintiffs' request for arbitration at the latest.
Arbitral Award (Articles 315 to 323, 328 to 331 of the Arbitral Award).
· 피고들은 1주당 15 , 000원을 지급받음과 동시에 원고들에게 피고들이 보유한 ♥♥♥♥♥♥
All shares are to be transferred, and the share certificates are to be delivered.
○ Deemed to have reached a dividends
- The Defendants’ breach of their contractual obligations is against the good faith and good faith, 'the amount of reverse dividends reached'.
As such, the dividends paid for the fiscal year 2006 pursuant to Article 150(1) of the Civil Code has been prevented.
on April 26, 2007 the amount of reverse dividends shall have reached (Article 332 to 338 of the Arbitral Award)
subsection (b).
- The Defendants shall immediately convert the first-class and second-class common shares of the Defendants into each common share.
(Article 341 to 346 of the Arbitral Award).
○ Dismissal of the Defendants’ counterclaim
- The plaintiffs cannot be deemed to have violated the contract between shareholders and thus the defendants' counterclaim is dismissed (judicial judgment).
Questions 386 to 391)
3. Determination as to the existence of international jurisdiction
With respect to the issuance by the plaintiffs of the judgment of execution on the arbitral award of this case, the defendants of this case
중재판정의 집행대상인 ♥♥♥♥♥♥ 주식의 주권이 현재 국내에 있지 않으므로 이 사
As to the case, the Korean court asserts that there is no international jurisdiction.
In light of the above facts, the arbitral award of this case was issued from commercial legal relations.
Award issued in Singapore with respect to any dispute, which is recognized as internal award under the Arbitration Act.
As such, recognition and enforcement of the arbitral award of this case is not a matter of course in Korea and Singapore.
United Nations on the Recognition and Enforcement of Foreign Arbitral Awards which are a member of a Contracting State;
(1) The United Nations Convention on the Safety of the United Nations
Foreign Arbitral Awards , 이하 ' ♡ ' 이라고 한다 ) 5 ) ' 이 적용된다고 볼 것인데 , ①
dedicated to the dedicated property does not have any provision on international jurisdiction; thus, the international court of the instant lawsuit
The Korean Private International Law should comply with the standards set forth in the Korean Private International Law.
Article 2 (1) of the Private International Act provides that "a party or a case in dispute is the Republic of Korea and the Republic of Korea.
international jurisdiction shall be vested in the case of substantial relations. In such cases, the court shall have the substantive relations.
In determining the existence or absence of international jurisdiction, reasonable principles consistent with the ideology of the allocation of international jurisdiction.
and following paragraph 2, the court shall consider the jurisdiction provisions of domestic law.
The existence of jurisdiction shall be determined, but the special jurisdiction shall be determined in light of the purport of paragraph (1).
of this section. "The international jurisdiction shall be determined, in determining international jurisdiction."
It shall be in accordance with the basic ideology of ensuring the fairness between the parties, and the appropriateness, speediness and economy of trials.
and specifically, personal interest such as equity, convenience, and predictability of the parties to the lawsuit.
In addition, courts or countries such as the appropriateness, speedout, efficiency, effectiveness, effectiveness of judgments, etc.
Any interest shall also be considered together, and any interest among such various interests shall be protected.
Whether there is a necessity or not, in individual cases, the suspension of law and the substantial relationship between the parties, and the suspension of law.
The reasonable determination shall be based on objective criteria on the substantial relationship with the disputed case.
(See Supreme Court Decision 2002Da59788 Decided January 27, 2005).
As to the instant case, recognition is made by comprehensively taking account of the aforementioned evidence and the purport of the entire pleadings.
under the following circumstances, i.e., a corporation having its principal office in Korea:
내지는 대한민국에 주소를 두고 있는 사람들이며 , 피고들은 대한민국 법인인 ♥♥♥♥
♥♥의 지배주주로서 대한민국에서 이 사건 소송에 응소하는 데에 큰 불편이 있을 것
으로 보이지 않는 점 , 이 사건 소송은 위 ♥♥♥♥♥♥의 주주들 사이의 분쟁에 관한
The arbitral award of this case was filed to enforce the arbitral award of this case in the Republic of Korea.
서는 피고들에게 1주당 15 , 000원을 지급받음과 동시에 원고들에게 ♥♥♥♥♥♥ 주식
을 양도하고 주권을 인도하도록 명하고 있고 , 피고들에게 ♥♥♥♥♥♥의 제1 , 2종 우
Unless otherwise agreed, the owner shall order the owner to take action to convert into common shares.
These obligations of the Defendants are the location of the principal office or domicile of the Plaintiffs under the Medito Debt Principle.
Since the arbitral award of this case was rendered to the Defendants in the Republic of Korea, the Plaintiffs
The Defendants sought to transfer shares in accordance with the above arbitral award, but against this demand, the Defendants were in the instant case.
A decision shall not be effective until the plaintiffs obtain a judgment of execution from the court of the Republic of Korea.
, in the contract between the revised shareholders, the applicable law was defined as the law of the Republic of Korea.
Accordingly, the arbitral tribunal has made the instant arbitral award with the law of the Republic of Korea as the governing law.
In the lawsuit of this case, the defendants are against the basic legal order of the Republic of Korea.
In light of the fact that the enforcement of the instant lawsuit is refused, etc., a citizen of the instant lawsuit
The filing of a petition before a State court is consistent with the predictability of the litigant and equitable and equitable proceedings between the parties
contributing to promoting convenience, and promoting the appropriateness and efficiency of the litigation economy and trials;
In addition, Korea is closely related to the disputed case as well as the parties.
것이다 . 따라서 , 이 사건에 적용되는 ♡◎◎◎의 목적이 중재판정을 가능한 한 모든 이
The aim is to promote the possibility of enforcement so that it can be executed in the available state of suspension.
The court of this case has international jurisdiction over the lawsuit of this case, even without considering the above facts.
Since the defendants' above assertion is without merit.
4. Determination as to the cause of action
A. As seen earlier, the recognition and enforcement of the arbitral award in this case is â…………§ 50.1).
According to Article 3 of the Convention, "each Contracting State shall have the following terms and conditions of an arbitral award:
that the award is binding under the rules of procedure of the territory for which it may be invoked; and
under section 4 of the Convention, the award of a foreign arbitral award shall be made in accordance with
A party applying for authorization and enforcement shall be deemed to be either the original award duly certified or a certified copy thereof by the party.
The original or a certified copy of the terms "B" shall be submitted, and the award or arbitration agreement shall be
“not being drawn up in the official language of a State to be used” shall be construed as “not being duly certified.”
As such, onceever a party seeking the recognition or enforcement of a foreign arbitral award has become entitled to do so.
(2) if such a document has been or may be deemed to have been submitted, the refusal to approve or enforce such document;
10(2)(1)(2)(1)(2)(1)(2)(2)(2)(2)(2)(3)(2
(F) The parties to the arbitration agreement shall be deemed to have been unable to reach the agreement or to have become null and void; or
(a) The reasons prescribed in Article 5(2) of the above Convention, which may be recognized by the court of the enforcement state ex officio
(b) the subject matter of the dispute cannot be settled by arbitration under the law of that country;
6. If the recognition or enforcement of the award is contrary to 6.8 of that country,
enforcement of the award would be contrary to the public policy of that country ) ]
Unless otherwise, the court of recognition or enforcement shall permit compulsory execution based on the arbitral award in question.
B. According to the above evidence and the purport of the whole pleadings, the court below's return to the instant case and the health team, the above evidence and the whole arguments
to obtain the recognition and enforcement of the instant arbitral award, as provided for in section 4, to
in writing under the requirements, that is, “a certified copy of the arbitral award (No. 2-1 of the A) and the number including the arbitration clause.
A Certified copy of the agreement between stockholders (No. 1-1), translation of the arbitral award certified by a notary public (A)
No. 2-2), translation of the revised contract between shareholders certified by notary public (No. 1-2) "B"
각 제출한 사실이 인정되므로 , 앞서 본 ♡◎◎◎ 제5조 제1항 각호 또는 제2항 가 . 나 .
enforcement based on the arbitral award of this case shall be permitted unless there is any ground for rejection under this subsection.
(As seen earlier, the Defendants are the grounds for refusal of enforcement based on the instant arbitral award. (1)
◎◎◎ 제5조 제2항 나호 사유만 거시할 뿐 위 ♡◎◎◎의 제5조 제1항 소정의 거부
The arbitral award of this case, without any assertion or proof as to the grounds, shall be deemed ex officio.
Paragraph 2(a) of Article 5 of the Convention, the subject matter of the dispute is under the laws of the Republic of Korea.
Article 5 of the above Convention is not applicable to a case in which it is impossible to settle the dispute by re-resolution.
Paragraph 2(b)(b) is to examine the existence of the grounds for appeal, focusing on the Defendants’ claims.
5. The defendants' assertion and judgment
A. Summary of the defendants' assertion
The defendants are not entitled to the arbitral award of this case for the following reasons.
승인 · 집행하는 것은 ♡◎◎◎ 제5조 제2항 나 . 호의 ' 판정의 승인이나 집행이 그 국가
The plaintiffs' claims should be dismissed because they constitute "a case contrary to public order."
I argue as follows.
1) The assertion that it goes against the basic order of the corporation system
(1) The effect of a contract between shareholders shall be limited to only to the extent permitted by force laws, regulations, and R&&D.
and the decision on the distribution of dividends is not subject to the shareholders' authority under the Commercial Code of Korea;
The legal binding force cannot be recognized with respect to the dividend clause of this case, which is stipulated by the agreement between shareholders.
② 또한 , 상임위원회는 ♥♥♥♥♥♥의 이사회 내 위원회이므로 상법 제393조의 2
Approval of financial statements pursuant to paragraph (2) shall have the authority of the board of directors which may not be delegated to the standing committee.
of this section.
3. Nevertheless, the ground for the dividend clause in the agreement between the shareholders of the amendment of this case exists.
로 하여 주주인 피고들에게 상임위원회 , 즉 , ♥♥♥♥♥♥의 이사들로 하여금 위 배당
Recognizing that there is an obligation to pay dividends pursuant to the provisions, and net for the fiscal year of 2006
On February 15, 2007, the standing committee that decided to distribute only 4% of the following 20% to the Defendants’ amendment states
The determination that it is an act of breach of weekly contract is a separation of ownership and management, the independence and loyalty of directors.
organization and management of a corporation, such as distribution of authority between the corporation and distribution of dividends, and
Approval and enforcement is in violation of the mandatory law and is against the public order. Therefore, approval and enforcement is made.
reasons for refusal are applicable.
2) The assertion that the proportionality between the breach of duty and the sanction has not been complied with.
The Plaintiffs suffered due to the failure of the Defendants’ dividends to reach the amount of reverse dividends.
Damage is not subject to the deliberation period for two months in relation to the resolution of the standing committee.
Nevertheless, in the arbitral award of this case, as to the defendants' breach of contract between the revised shareholders
(C) the effect of an deemed to be a final award (Deteed office), which may be deemed to be a final award of penalty or damages.
정하였고 이로써 피고들은 ♥♥♥♥♥♥ 주식 전부를 1주당 5 , 000원씩 할인된 가액으
로 원고들에게 양도할 의무를 부담하게 되어 ♥♥♥♥♥♥의 경영권을 박탈당하였고
approximately 8,57.8 billion won economic loss was suffered, which cannot be recognized in accordance with the principle of actual loss or transfer.
Korea’s society, “the proportionality between breach of duty and sanctions,” which orders excessive compensation.
It is against the order and morality concept.
3) The assertion that Article 150 of the Civil Act is arbitrarily applied.
The instant arbitral award has the standing committee distribute dividends under a contract between shareholders to the Defendants.
the Defendants’ breach of their obligations is against the good faith and good faith.
dividends to reverse dividends pursuant to Article 150(1) of the Civil Act, deeming that the fulfillment of such conditions is hindered shall not be satisfied;
Recognizing that the condition was fulfilled.
However, the shareholders recognize the above obligations and enforce the dividend decision to the directors.
because the arbitral award in this case itself is against R& & &, Article 150 of the Civil Code shall be stated in the arbitral award in this case.
Considering the fulfillment of the condition in terms of basic logical rules and legal consistency
판단으로 역시 대한민국의 ♣♣♣에 어긋난다 .
B. Determination
1) Scope of the hearing by the court of the enforcement state
①00이 적용되는 외국중재판정에 대하여 집행국 법원은 ①⑨① 제5조의 집행
to the extent necessary to determine whether there is a reason for refusal
(1) The lower court determined that the lower court did not err by misapprehending the legal principles on determining whether the lower court’s judgment was justifiable.
유를 제한적으로 열거하면서 중☆의 사실오인이나 법리오해 등은 집행 거부사유에서
The award has the same effect as a final and conclusive judgment, and is thus subject to res judicata.
the existence of a claim under the arbitral award has become final and conclusive between the parties, etc.
In order to determine whether there are grounds for refusal of enforcement by the court of the enforcement state, the court of the enforcement state's office
Re-examination and determination of physical matters shall be conducted in an exceptional and limited manner.
(See Supreme Court Decision 2006Da20290 Decided May 28, 2009, etc.).
2 ) ' 중재판정의 승인이나 집행이 그 국가의 ♣♣♣에 반하는 경우 ' 의 의미
In this regard, our courts have experienced the following views: i.e., "100. 5"
section 2(b) of this section, subject to limitations on the grounds for refusal to approve and enforce the
If recognition or enforcement of justice is contrary to the public order of that country, the court of enforcement shall have jurisdiction over arbitration.
It provides that approval or enforcement of judgment may be denied, and this is ① the application of 0 diversity.
recognition or enforcement of a foreign arbitral award shall be based on the basic moral belief and social order of the enforcement state.
Since the purpose of preventing harm and protecting it is to prevent such damage, only domestic circumstances are required.
In addition, the interpretation is limited considering the stability of international trade order as well as the aspects of stability of international trade order.
foreign law applied to a foreign arbitral award violates the laws and regulations of law in our country.
the award is not a ground for refusal of recognition, but a case in which the award is admitted.
If the result is contrary to the good morals and other social order of our country, approval shall only be granted.
[Plaintiff-Appellant] Plaintiff 1 and 3 others (see Supreme Court Decision 93Da53054 delivered on February 14, 1995, etc.)
That is.
In this context, the term "for the refusal of recognition and enforcement of the arbitral award" as stated in the above ruling.
(1) Arbitration shall be conducted between the parties in respect of the meaning of "in a case contrary to other social order."
합의로 당사자 사이의 분쟁을 법원의 재판에 의하지 아니하고 중▷☆의 판정에 의하여
As a solution process, a representative alternative dispute resolution method ( ADR: Altern v.
v. S.C. In particular, disputes arising from international commercial transactions have been settled due to detention.
2. Since the time of the arbitration contract, us can be an effective means to replace the suit.
In the case of using the international commercial arbitration system by agreement between the parties, most of them are
(3) The courts of all countries may consider that they are on the same basis as above; and
under the name of "& & & & & &" to protect only the interests of the people of the Republic of Korea, participating in the international arbitration proceeding.
If it is intended to refuse enforcement of the award, international trade will be very unstable; and
The effectiveness of the arbitration system is likely to be lost, and 4. As seen earlier, enforcement power is guaranteed.
the scope of the foreign arbitral award and the requirements for recognition and enforcement shall be clear and shall be more broad than possible between the Contracting States.
in consideration of the background and purpose of the adoption of the 10th Republic of Korea, the approval and enforcement is to be guaranteed.
‘The good morals and other social order' is distinguished from those stipulated in the domestic law under Article 103 of the Civil Code.
As a concept "basic principles of domestic law and order which may not yield even if internationality is considered, and domestic law quality."
(hereinafter referred to as "international for convenience") such as basic ideology supporting the statement, or the basic consideration, values, etc. of the legal system;
‘Public letter' is deemed to mean 'B', and therefore 'B' is an international public letter.
반하는 경우가 바로 위 ♡◎◎◎상 ' 집행국의 ⑥8 % 에 반하는 경우 ' 에 해당된다고
It is reasonable to see that it is.
3) Determination as to the instant case
(1) On the premise of the legal principle of the above 1) and 2), the Defendants’ assertion shall be deliberated and determined.
A) Determination as to the assertion that it goes against the basic order of the corporation system
① 이 사건 최초 주주간 계약 및 수정 주주간 계약은 피고들이 ♥♥♥♥♥♥ 의
As new shares are acquired and funds are provided, the Plaintiffs who are existing shareholders and the Defendant who becomes a new shareholder.
respect such matters as appointment of directors, dividend, resolution of disputes, restriction on stock transfer, etc.
be agreed in advance and such stockholders’ agreement (sarehold) shall generally be held by
is not directly bound by the decision-making of the corporate body, but is in accordance with the principle of freedom of contract.
Between shareholders who are people, the shareholders have the effect.
In addition, the decision of the corporation's dividends under the Korean Commercial Code is re-written.
(Article 447 of the Commercial Act), and the approval of the board of directors on the list of accounts held by the auditor
G. (Article 447-3, 4) of the Commercial Act, approval of the general meeting of shareholders on the appropriation of appropriation of retained earnings (Article 449 of the Commercial Act)
section 22(3) of this title. In the case of a general meeting of shareholders, the above appropriation of surplus earnings shall be approved
the shareholders' meeting may resolve to revise its contents, and the dividend shall be approved by the shareholders' meeting.
In that sense, under these legal principles and circumstances, the agreement between the shareholders of this case and the shareholders of this case shall be deemed final and conclusive.
결 당시 ♥♥♥♥♥♥의 각 50 % 의 주식지분을 보유한 원고들과 피고들은 주주총회 결
the scope of the profits available to the public within the scope of the profits available to the public.
Therefore, the dividend clause of this case included in the revised shareholders agreement shall be deemed to be the party to the contract.
It seems that the plaintiffs and the defendants are legally binding.
1B and as seen earlier, the Plaintiffs and the Defendants under a modified agreement between the shareholders.
The Standing Committee shall be composed of designated directors, and the resolution of the Board shall not be prohibited under Korean law.
to the maximum extent authorized to the standing committee, but in the above contract a decision or acceptance by the board of directors
Matters to be received by a person shall not be delegated to the standing committee, but shall not be delegated to the standing committee.
After review and approval, the board of directors shall make decisions and the plaintiffs and the defendants
review and significance of the standing committee on the major matters of management, including the decision of dividend
After a resolution of the board of directors and the resolution of the general meeting of shareholders, the above standing committee
In light of the agreement to exercise voting rights by the board of directors and the general meeting of shareholders, etc.
보면 , 상임위원회는 ♥♥♥♥♥♥의 이사들로 구성되어 있으나 이사회 및 주주총회 의
In respect of the matters to be proposed as a proposal, the intent of the Plaintiffs and the Defendants, which are shareholders, shall be agreed in advance
The board of directors' resolution on behalf of the board of directors shall take charge of its role.
The arbitral award in this case shall be deemed to be a committee within the board of directors, and such standing committee shall be deemed to be a committee within the board of directors
In light of the status of the original meeting and the relationship with the Defendants, shareholders, etc., the Defendants shall have jurisdiction over the Plaintiffs.
계에서 이 사건 배당조항 기준에 따라 ♥♥♥♥♥♥의 배당금이 정해지도록 할 의무가
However, on February 15, 2007, the standing committee violates the above dividend standard in the year 2006.
In violation of a contract between shareholders by setting aside dividends as the amount equivalent to 20.4% of net income, and violates a revised contract between shareholders.
The Court seems to have judged that it did not appear.
③ Ultimately, the arbitral award of this case against the Defendants under a modified agreement between the Defendants.
as prescribed in the section of this section, unless the dividends are fulfilled despite the obligation to be realized, so that the revised shareholders do not comply with such obligation.
in violation of section 35(1), whichever is the basic legal principles of the contract law.
in accordance with the principle of contract observance (pacta sunt svera)
(2) The effect of the voting right or the resolution of the shareholders' meeting in contravention of the agreement between shareholders
Since such a determination is not a determination on the validity of corporate law, it is not a separation of ownership and management.
shares, such as the independence and duty of loyalty, distribution of powers among the agencies of the company, dividend procedures, etc.
It does not constitute a violation of the mandatory law on the organization and operation of the company, and therefore, it does not so.
The result of the recognition of the same arbitral award is in violation of the above "international public order" as defined above.
There is no room any further.
B) Determination as to the assertion that the proportionality between the breach of duty and the sanction has not been complied with
As seen earlier, the deemed subscription provision of this case is a contract between a party and a shareholder.
against the other party, the contractor has subscribed to the other party to sell the shares he/she owns.
shares held at a certain amount of discount from the fair price to the contractor; and
and the party to the contract between the shareholders shall have the duty to sell, and the other party to the contract shall have the duty to sell.
In 000, due to the failure of mutual trust between shareholders, it is difficult to continue the cooperative relationship between shareholders.
Ro. The plaintiffs and the defendants take into account these points to restrain the violation of the contract.
The arbitral award of this case provides that the relationship of joint ventures can be terminated on a compulsory basis, and the award of this case is a contract.
Pursuant to the above deemed subscription provision setting forth the legal effect due to a default event, between the plaintiffs and the defendants
applicable to the price determined by the agreement of the court, which shall be deemed to have the effect of the deemed subscription; and
(d) The Defendants, as the Defendants, purchased at KRW 4,500 per share in 199 and 2005, per share in 5,000.
B was obligated to sell 15,00 won per share to the plaintiffs, and the circumstances are the same.
As alleged by the Defendants, “the content of the arbitral award is proportional to the violation of obligations and sanctions.”
that is not against the international public order as defined above, and that the specific result is against the international public order.
shall not be deemed to be the case.
C) Determination as to the assertion that Article 150 of the Civil Act is arbitrarily applied
First, in the arbitral award of this case, dividends to the Defendants pursuant to the standard of the dividend clause of this case
section of the corporation, recognizing that the corporation has an obligation to terminate such obligation, and recognizing the breach of such obligation.
As seen earlier, it cannot be deemed that it violates the mandatory law on a position and operation; and
In addition, the arbitral award of this case interferes with the defendants' fulfillment of conditions due to the defendants' violation of the above obligations.
under section 150 of the Civil Code for the reason that the dividends have been received, and further, the existing dividends have been
The first share is not deemed to have been converted into common shares, but shall not be deemed to have been converted into common shares, to the Defendants.
The sole determination that there is an obligation to take action for exchange, and the legitimacy of such arbitral award is justified.
As seen earlier, it is difficult to deem the court of the executing state to be subject to substantive reexamination as well as the aforementioned legal principles.
In addition, the content of Article 150 of the Civil Code is arbitrarily applied as argued by the Defendants.
A. It cannot be deemed that it constitutes a violation of the international public order as defined above.
D) Sub-decisions
결국 이 사건 중재판정의 승인 · 집행이 ♡◎◎◎ 제5조 제2항 나 . 호의 ' 판정의
The Defendants’ above notes that approval or enforcement is against the public order of that country.
The head of the Gu has no reason to admit it ex officio, and there are no other circumstances to recognize it.
6. Conclusion
If so, the enforcement based on the arbitral award of this case must be permitted, and thus, the source to seek it.
The claim of the High Court is justified and it is so decided as per Disposition.
Judges
Judges Park Jae-apon
Judges Dooo
Judges Yoon Jae-in
Note tin
1) The term “reresponding (value-added)” was translated into “reresponding (value-added)”, “(value-added), starting, starting, starting, or limited value,” and generally accepted:
‘The minimum value of the physical quantity added to the fraternity(s) in order to cause reaction or any other phenomenon is called ‘the minimum value of the physical quantity’, and here:
‘The amount of reverse dividends' shall be the minimum accumulated amount necessary for giving a certain effect under the agreement between the plaintiffs and the defendants.
The meaning of dividend amount is used in the sense of dividend amount.
2) The discussion of the matters to be handled in arbitration, the consultation on the procedure, and the hearings on the merits shall be conducted in Hong Kong, Paris, etc.
The plaintiffs, including the legal representatives of this case, and the mediation representatives of the plaintiffs and the defendants involved in the above mediation.
(2) The Tribunal, in the course of the hearing, shall make a statement of legal and economic experts, including legal experts of the Republic of Korea
Re-Report) Review the Statement of Fact-Finding Witness (The Financial Services Commission) and, if necessary, oppose the above person
Newspapers (Cross - exmination) were heard.
3) section 11. 4 Exemption from the application of the Act on the Protection, etc. of Fisheries and Fisheries - Assetatory Doidesline (Article 272 of the Arbitration Award),
The calculation of dividends in Section 11 . 4 is binding and obliges all Parties to cause HDO ( ♤♤♤♤ ♤
♤♤♤♤♤♤K CO . , LTD ) to declare the minimum divideralsea out therein ( 중재판정문 제294조 ( 1 ) 항 ) .
4 ) The Respondents have breached the SHA ( Shareholders Agreement ) by not causing HDO♤♤♤♤♤♤♤♤ ♤♤♤♤♤♤
CO. : LTPP. to pay A divid of 50% in 2006.
5) The fourth international treaty concerning arbitration agreements and international recognition and enforcement of arbitral awards, which are the fundamental elements of the institution of arbitration.
of the Geneva on the terms of the Arbitration Clause signed and signed by it (General lauses), "1923" and "foreign arbitration".
The Convention on the Enforcement of the Award (Inwards Foreva Convention, 1927) and caused this Act.
B. To clarify the scope of foreign arbitral awards and the requirements for recognition and enforcement, which supplement the partnership of each of the above treaties and guarantees executory power;
The Convention shall be established, and shall be adopted in New York on June 10, 1958, with a view to ensuring a more wide range of approval and enforcement between the Contracting Parties.
Korea signed the above Convention on February 8, 1973 and entered into the Convention on May 9, 1973, and entered into force in the territory of any other signatory.
Only the arbitral award made in this Convention has declared that the above Convention shall apply only to the disputes arising in commercial relations under our law.