In a case where a golf club management company operating a so-called “deposit club membership system” unilaterally amends its rules, whether the amended rules may be applied to the existing members who joined pursuant to the previous rules without their individual approval (negative), and whether the same applies to a case where the amendment of the rules causes an important change in the basic status as a member (affirmative)

The legal relationship in the so-called deposit membership club, in which a certain amount of money may be deposited at the time of membership and returned in the case of the withdrawal, is merely the contractual rights and obligations between the golf club operating the golf club operating the golf club and its members. Therefore, the company may have a regulation pursuant to operational needs. However, in order for such a regulation to become the content of the contract between its members and the company, there is an express or implied agreement to incorporate the rules into the contract contents. By such agreement, for a company to unilaterally amend the rules after the incorporation of the rules into the contract contents, the company unilaterally unilaterally amends the terms of the contract with the existing members who joined the contract pursuant to the previous rules. Therefore, the amended rules cannot be applied to the existing members unless their individual approval is given.

Therefore, in such a case, the contractual status of an existing member is not determined according to the contents of the amended rules, but still determined by the previous rules, and in a case where the amendment of the rules brings about an important change in the basic status of a member, such as a change in the type or content of a member qualification, it cannot be viewed otherwise even if there is a provision regarding the amendment of the previous rules.

Article 105 of the Civil Act

Supreme Court Decision 98Da5883 delivered on July 10, 1998

Plaintiff 1 and four others (Law Firm Taedam, Attorneys Gyeong-jin et al., Counsel for the plaintiff-appellant)

Plaintiff 6 and one other (Law Firm Taedam, Attorneys Gyeong-jin et al., Counsel for the plaintiff-appellant)

New Gyeonggi Tourism Co., Ltd. (Law Firm Mayang, Attorneys Kim Jong-hwan et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 2012Na48819 decided March 8, 2013

The part of the lower judgment against Plaintiffs 1, 2, 3, 4, and 5 and the part against Plaintiffs 6, and 7 are reversed, and that part of the case is remanded to the Seoul High Court. All of the Defendant’s appeals are dismissed.

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

1. Regarding the plaintiffs' grounds of appeal

A. The legal relationship between the so-called deposit membership club and the company operating the golf club upon deposit of a certain amount at the time of membership and the withdrawal thereof is merely the contractual rights and obligations between the member and the company operating the golf club. Thus, the company may establish a regulation according to the necessity for its operation. However, in order for such regulation to be incorporated into the contract between the member and the company, there must be explicit and implied agreement to incorporate the rules into the contract. Under such agreement, for the company to unilaterally amend the rules after the incorporation into the contract contents, the company unilaterally changes the terms of the contract concerning the existing members, and without their individual approval, the amended rules cannot be applied to the existing members. Accordingly, the contractual status of the existing member is not determined according to the amended rules, but still determined according to the previous rules, and the amendment of the rules and the basic status of the members, such as the amendment of the rules and the amendment of the rules, are not significant (see, e.g., Supreme Court Decision 98Da17888, Feb. 19, 2008).

B. According to the reasoning of the lower judgment, the Defendant: (a) from April 190, as a company operating the instant golf club, which is a deposit member; (b) decided to recruit members for the construction of the instant golf club from around 190; and (c) decided to set the operating rules; (d) the above operating rules provide for special treatment for the use of the golf club facilities other than the rights of shareholders; (c) the spouse and lineal ascendants and descendants are treated as one member; and (d) upon the completion of the construction of the golf club, all members of the relevant association are converted into the membership; and (d) the said operating rules provide for the establishment of the said golf club as the general rules for the use of the golf club; and (d) the Defendant is exempt from the general rules for the use of the golf club, with the exception of the general rules for the use of the golf club members; (d) the employees are entitled to use the said golf club at any time; and (d) the employees are exempt from the general rules for the use of the golf club facilities other than the general rules for the use of the said nine members.

C. Examining the above facts in light of the legal principles as seen earlier, it is deemed that there was an implied agreement between the shareholders and the defendant on March 1992 on the contents of the rights of the shareholders' members who were publicized by the defendant at the meeting of the shareholders' meeting, and Article 4 of the Operating Rule, which is the contents of the contractual rights and duties relationship between the shareholders' members and the defendant. In determining the treatment of the lineal children in the use of the golf course, it is one of the matters that constitute the core of contractual rights and duties relationship between the shareholders' members and the defendant. Thus, unless there is no individual approval of the shareholders' members, the rules of the golf course can only determine matters concerning the procedures for membership registration and use of the golf course, and it does not cause significant changes in the basic contractual status of the shareholders' members. Thus, the defendant cannot unilaterally amend the agreement on the treatment of the

Therefore, inasmuch as there is no individual approval of shareholders' members, and there is no type of family members in addition to the club rules that cannot serve as the basis for contractual rights and obligations between the shareholders and the defendant, the treatment of lineal children in the operating rules, etc. on March 1992 refers to the treatment of the members as regular members, and it does not necessarily mean that the time of acquiring the membership rights of the members who acquired the membership rights of the members who acquired the membership rights does not change depending on whether they were prior to the enforcement of the club rules or after the adoption of the membership rights.

D. Nevertheless, the court below erred by misapprehending the legal principles as to the relation between the members of a golf club and the golf club managers and the relation between the rights and obligations of the members of a golf club and the interpretation of the regulations of the golf club, which affected the conclusion of the judgment by misunderstanding the legal principles as to the relation between the members of a golf club and the golf club managers, although the lineal children of the members who applied for membership as the members of the golf club can be treated as members regardless of the registration criteria set by the defendant, their membership treatment is limited to the qualifications of family members, and the members who joined after the regulations of the golf club were enforced are entitled to be treated as members only for the lineal children who meet the registration standards set by the defendant according to the regulations of the golf club.

2. As to the Defendant’s ground of appeal

A. As to grounds of appeal Nos. 1 and 2

Examining the reasoning of the judgment of the court below and the judgment of the court of first instance cited by the court below in light of the records, it is just that the court below rejected the defendant's assertion that the specific contents of the rights and obligations of the stockholders' members are determined by the rules of the club, or that there was an explicit or implied agreement between the stockholders' members on the age limit of the lineal children, and contrary to what is alleged in the grounds of appeal, there is no error of law by misapprehending the legal principles as to the legal nature of the rules of association as to the rights of the members of the deposit club,

B. Ground of appeal No. 3

The argument that the rights and obligations of the deposit membership club members shall be completed for registration procedures and the content of such rights shall be based on the date of registration is the first argument in the final appeal, which cannot be a legitimate ground for appeal, and the rights and obligations of the members shall be determined by the terms of the agreement between the members and the golf club operators. Therefore, the ground for appeal on a different premise cannot be accepted.

3. Conclusion

The part of the judgment of the court below against the plaintiff 1, 2, 3, 4, and 5 and the part against the plaintiff 6 and 7 shall be reversed, and this part of the case shall be remanded to the court below for a new trial and determination. The defendant's appeal is all dismissed. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Yong-deok (Presiding Justice)