2010Da10825 Guarantee Obligations

Plaintiff, Ltd.

Law Firm Governing Do, Counsel for defendant-appellant

Attorney Park Young-chul et al., Counsel for the defendant

Gyeongbuk Credit Guarantee Foundation

Law Firm Barun and one other, Counsel for the plaintiff-appellant

Daegu High Court Decision 2009Na5279 Decided January 20, 2010

January 27, 2011

The judgment below is reversed, and the case is remanded to the Daegu High Court.

The grounds of appeal are examined.

1. As long as the formation of a disposal document is recognized as authentic, the court shall recognize the existence and content of the declaration of intent in accordance with the language and text stated in the disposal document, unless there is any clear and acceptable reflective evidence that denies the contents of the statement. In a case where there is a conflict of opinion regarding the interpretation of a contract between the parties and the interpretation of the parties expressed in the disposal document is at issue, the court shall reasonably interpret the document in accordance with logical and empirical rules by comprehensively taking into account the contents of the text, the motive and circumstance of the agreement, the purpose to be achieved by the agreement, the parties’ genuine intent, etc. (see Supreme Court Decision 2002Da6753, Jun. 11, 2002

2. Review of the reasoning of the lower judgment and the record reveals the following facts.

The defendant is a credit guarantee agency established pursuant to the Regional Credit Guarantee Foundation Act and whose main business is to guarantee debts for small enterprises, etc., and the credit guarantee regulations, which stipulate matters concerning the handling of credit guarantee business under the above Act, are classified into "individual guarantee for a specific obligation," and "a guarantor for an unspecified payment obligation arising from a continuous commercial transaction by a creditor and an obligor," and treat each of them differently (Article 3 subparagraphs 4 and 5 of the Credit Guarantee Regulations). Meanwhile, without a separate loan-related document, a loan operated under the deposit passbook or a loan operated under the limited transaction method, which is within the scope of loans automatically loans and repaid within the scope of loans from time to time by withdrawing and depositing the passbook without a separate loan-related document (Article 38 (1) 1 of the above Regulations).

On August 25, 2005, the defendant issued a credit guarantee certificate (hereinafter referred to as the "credit guarantee certificate of this case") on August 25, 2005. According to the "credit guarantee certificate of this case", the defendant bears the responsibility for the first loan executed within 60 days from the date of issuance of the letter of credit guarantee of this case, the defendant bears the responsibility for the guarantee only for the first loan executed in compliance with the credit guarantee conditions (Article 3 (3) of the Credit Guarantee Clause), and Article 18 (Article 4) of the Credit Guarantee Clause of this case where the loan was executed in violation of the credit guarantee term.

However, on August 30, 2005, the Plaintiff offered a loan to the Nonparty as collateral with the instant credit guarantee statement stating that the method of guarantee is “individual guarantee”, and entered into an enterprise comprehensive account loan loan transaction agreement between the Nonparty and the Nonparty, which can be loaned and repaid from time to time within the limit of KRW 200 million (hereinafter “the instant loan”). Furthermore, the credit guarantee method in the credit guarantee account statement prepared and managed by the Plaintiff into the credit guarantee account ledger prepared and managed by the Plaintiff, and entered the said credit guarantee method as “the method of guarantee in the instant loan to the Defendant.” However, the Plaintiff entered the credit guarantee execution notice sent after the instant loan to the Defendant as “individual guarantee method” (as in the credit guarantee execution notice sent after the extension of the period for the instant loan due to the Defendant’s extension of the period for guarantee, the Plaintiff stated as “individual guarantee” (as well as “individual guarantee”.

Meanwhile, the Nonparty borrowed KRW 589,99 and KRW 590 on August 30, 2005 pursuant to the above loan agreement, and thereafter borrowed KRW 199,813,746 on several occasions until January 14, 2006 (part of it is an automatic loan for the payment of interest) and thereafter deposited only the amount equivalent to interest so that the amount of the loan does not exceed the maximum amount from January 25, 2006 to April 1, 2008, and lost its interest due to the Non-Party’s failure to deposit it thereafter.

On August 20, 2008, the Plaintiff first sent the documents related to the instant loan, including a credit transaction agreement and the president of the Credit Guarantee Account, to the Defendant on August 20, 2008. The Defendant confirmed the fact that the instant loan was carried out by means of automatic loan through a deposit passbook subject to the collateral guarantee. The Plaintiff’s handling of individual guarantee as a collateral guarantee constitutes exemption of Article 18 of the terms and conditions in violation of Article 3 of the Credit Guarantee Terms and Conditions.

3. As to this, the lower court determined to the effect that it is reasonable to view that the Defendant’s intent to provide the credit guarantee of this case, based on its stated reasoning, did not provide the credit guarantee for the remainder of the loan at the time of the expiration of the extended loan term, rather than providing the credit guarantee for the first time due to the loan that was withdrawn pursuant to the loan of this case, rather than providing the credit guarantee for the debts arising from the loan of this case.

4. However, the above determination by the court below is not acceptable for the following reasons.

As seen earlier, the Defendant, as a specialized credit guarantee agency, handles individual guarantees and collateral guarantees differently, and the terms and conditions of guarantee in the letter of credit guarantee in this case are specified as individual guarantees, and it is evident that the terms and conditions of credit guarantee attached to the letter of credit guarantee in this case are also individual guarantees. On the other hand, the circumstance that the Defendant, while having the intent to provide collateral guarantees in issuing the letter of credit guarantee in this case, may be deemed to have provided individual guarantees by mistake cannot be found in records

Meanwhile, it is reasonable to view that the Plaintiff was well aware of the difference between individual guarantee and collateral guarantee as a specialized financial institution that provides a credit guarantee as collateral. Nevertheless, when granting the instant loan as collateral, the Plaintiff arbitrarily violated individual guarantee conditions, and only dealt with the method of guarantee in the instant letter of credit guarantee inside, and there is no evidence to support that the Plaintiff obtained the Defendant’s consent or ratification with respect to the instant loan in violation of the guarantee conditions during each process of the extension of the term of the instant loan and the extension of the term of the loan thereafter.

In full view of such circumstances, it is reasonable to interpret the method of guaranteeing a credit guarantee contract between the Plaintiff and the Defendant under the credit guarantee contract of this case as an individual guarantee in accordance with the content of the credit guarantee contract of this case, which is a disposal document, and there is no room to interpret it in a different sense (see Supreme Court Decision 2003Da14836 delivered on July 25, 2003).

Nevertheless, the judgment of the court below which judged that the defendant's intention was the intention to guarantee the collateral of the credit guarantee contract of this case different from the text of the credit guarantee contract of this case is erroneous in the misapprehension of the disposition document and affected the conclusion of the judgment. The purport of the appeal pointing this out is with merit.

5. Therefore, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Ji-hyung

Justices Yang Sung-tae-tae et al.

Justices Park Jae-young

Justices Lee Jae-chul

Jeju High Court Justice Yang Chang-soo

The presiding judge