[1] Whether a contract shall be deemed to have been concluded in accordance with the contents agreed upon by the parties, even if the contents stated in the contract are different from those stated in the contract (affirmative), and the method of interpreting a legal act in a case where the meaning is not clearly expressed in accordance with the text

[2] The case affirming the judgment below which held that in a case where Gap corporation and Eul corporation made and supplied each facility after concluding a contract for the supply of electric facilities to be used in Eul corporation and nuclear power plants, and Eul corporation demanded Gap corporation to replace cables with Gap corporation on the ground that Gap corporation used cables in accordance with the E 383-1974 standards even though the technical specifications under the contract should be used in accordance with the EE 383-203-203 standards, Gap corporation had the intent to "it is possible to use the cables already verified in accordance with the E383-203 standards, even if the technical specifications of cables to be used in each facility are the E 383-203 standards, it is possible to use them as they are without the need to re-verification as of the EE 383-203-203 standards, Gap corporation fulfilled its obligation under the contract, and Gap corporation has the obligation to pay the replacement expenses actually incurred in relation to Gap corporation's replacement.

[1] Article 105 of the Civil Act / [2] Articles 105 and 390 of the Civil Act

[1] Supreme Court Decision 93Da2629, 2636 decided Oct. 26, 1993 (Gong1993Ha, 3165 decided Oct. 15, 2020) Supreme Court Decision 2020Da227639 decided Oct. 15, 2020

Hyundai F&W Energy System Co., Ltd. (Law Firm Sejong, Attorneys Park Jae-sik et al., Counsel for the plaintiff-appellant)

Korea hydroelectric Power Co., Ltd. (Law Firm LLC, Attorneys Kim Ma-tae et al., Counsel for the plaintiff-appellant)

Korea Electric Technology Co., Ltd. (Bae, Kim & Lee LLC, Attorneys Park Jong-soo et al., Counsel for the defendant-appellant)

Seoul High Court Decision 2018Na2043089, 2043096 decided June 10, 2020

The appeal is dismissed. The costs of appeal are assessed against the Defendant-Counterclaim Intervenor and the remainder are assessed against the Defendant-Counterclaim Plaintiff.

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

1. Case summary

The Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) decided to construct a new nuclear power plant (hereinafter “instant electric power plant”) 1 and 2, and concluded the instant service agreement with the Defendant’s Intervenor (hereinafter “ Intervenor”). The Intervenor, in accordance with the instant service agreement, conducted design, engineering, and technical support services regarding the instant electric power plant, and, in the event of any change in the technical specifications, intended to issue and submit an explanatory note.

The Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) concluded each of the instant contracts with the Defendant, and produced and supplied each of the instant facilities, which are electrical facilities to be used in the instant power plant.

The Defendant, while using cables in accordance with the standards set forth in 383-2003, was required to replace the Plaintiff while the Plaintiff used cables in accordance with the IE 383-1974 in each of the instant facilities. The Plaintiff was required to replace the non-safety class (Non-Class 1E) cable used in each of the instant facilities.

2. Each of the instant contracts and the technical specifications applicable pursuant to each of the instant reports (Defendant’s grounds of appeal Nos. 1 and 1 and 2)

A. Interpretation of a juristic act is clearly confirming the meaning given by the parties to the act of expression. As a matter of principle, interpreting it in accordance with the language used by the parties should not be bound by the language used, and the genuine intent of the parties should be examined. If the parties agree with each other, even if it differs from the content indicated in the contract, it shall be deemed that the contract has been concluded in accordance with the contents agreed upon by both parties. In addition, if the meaning is not clearly expressed in accordance with the language expressed by the parties, it shall be reasonably interpreted in accordance with logical and empirical rules, social common sense and transaction norms, comprehensively taking into account the form and content of the text, the motive and background leading up to the juristic act, the purpose and genuine intent of the parties to achieve the juristic act, and transaction practices (see Supreme Court Decisions 93Da2629, 2636, Oct. 26, 1993; 202Da227639, Oct. 15, 2020).

B. The lower court determined as follows.

The Intervenor, as the technical specification of each of the instant contracts, issued a summary of each of the instant contracts stating that “The IAEA 383-2003 shall apply” and submitted it to the Plaintiff and the Defendant. The meaning that the Plaintiff, the Defendant, and all of the intervenors issued each of the instant supplementary notes, applies to the IAEA 383-2003 standards under each of the instant supplementary notes, is that “The technical specifications of the cables to be used in each of the instant facilities,” even if the technical specifications of the cables to be used in the instant facilities are the standards of IAEA 383-2003, the text of the instant text of the IAEA 383-203 standard, thereby complying with the intent of the contracting parties to the instant contract.

Even if the Plaintiff uses a cable already verified in accordance with the standards set forth in E 383-1974, this constitutes supply under the terms and conditions of the contract (based on IE 383-2003) and does not apply technical specifications different from the terms and conditions of the contract. Thus, the Plaintiff does not need to issue SDR and request changes in the terms and conditions of the contract.

The Plaintiff’s production and supply of each of the instant facilities using the cables already verified in accordance with the EE 383-1974 standards is the performance of obligations in accordance with each of the instant contracts and the technical specifications applicable to each of the instant documents, and cannot be said to have any cause attributable to the Plaintiff in the course of performing the obligations.

C. Examining the reasoning of the lower judgment in light of the aforementioned legal doctrine and the record, the lower court did not err by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, or by misapprehending the legal doctrine on the interpretation of contract documents, legal act and disposal documents, and incomplete performance of

3. Whether each of the instant cables was defective (Defendant’s ground of appeal No. 2)

A. The lower court determined as follows.

Even in accordance with the IE 383-2003 standards, each of the instant cables used by the Plaintiff was determined to be in conformity with the results of the ULVW-1 chemical infection test, which requires the IE 383-2003 standards. Even if the IE 1202-191 standards are applied, the highest A cannot derive the conclusion that the cable failed to pass the test on the ground that the cable failed to pass the test. It is reasonable to determine the passing of each of the instant cables without the need to take into account the thickness of cables in ULVW-1, and to determine the passing of each of the instant cables. Accordingly, there is no defect that the IE 383-203 standards were not satisfied in each of the instant cables.

B. Examining the reasoning of the lower judgment in light of the record, the lower judgment did not err by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules.

4. Whether the principle of equity is violated (Defendant’s ground of appeal No. 3)

A. The lower court determined as follows.

The Plaintiff and the Defendant agreed to preferentially implement the instant replacement construction; however, the Plaintiff agreed to determine the burden of expenses and the amount of expenses incurred by the instant replacement construction in accordance with the arbitration or the judgment regarding the Plaintiff’s nonperformance of obligations or the existence of defects in each of the instant cables. The Plaintiff cannot be deemed to have defaulted with obligations under each of the instant contracts; and there is no difference in the terms of each of the instant cables, or any defect not meeting the IE 383-2003 standards. The Defendant requested replacement even if the Plaintiff did not have the obligation to replace each of the instant cables, and thus, the Defendant is liable to pay the actual expenses incurred by the Plaintiff in relation to the instant replacement construction.

B. Examining the reasoning of the lower judgment in light of the record, contrary to what is alleged in the grounds of appeal, the lower judgment did not err by exceeding the bounds of the principle of free evaluation of evidence in breach of logical and empirical rules, or by

5. Conclusion

The Defendant’s appeal is dismissed as it is without merit, and the costs of appeal are assessed against the Intervenor, and the remainder is assessed against the Defendant. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Dong-won (Presiding Justice)