[1] The method of interpreting the intent of the parties expressed in the disposal document

[2] In a case where the termination of the contract and the claim for damages are filed on the grounds of nonperformance, whether the contract can be deemed as having been trusted in the fulfillment of the contract and sought compensation for the expenses incurred by the obligee (affirmative), and the scope of compensation

[3] Whether the fact-finding and the determination of ratio of comparative negligence are matters of full power of the fact-finding court (affirmative)

[1] Article 105 of the Civil Act / [2] Articles 390, 393, and 551 of the Civil Act / [3] Articles 396 and 763 of the Civil Act

[1] Supreme Court Decision 94Da6048 delivered on June 28, 1994 (Gong1994Ha, 2098), Supreme Court Decision 98Da31462 delivered on October 20, 1998 (Gong1998Ha, 2678), Supreme Court Decision 200Da48265 delivered on February 26, 200 (Gong2002Sang, 785 delivered on May 24, 2002), Supreme Court Decision 200Da72572 Delivered on May 26, 2005 (Gong2002Ha, 1479) decided on May 27, 2005, Supreme Court Decision 2004Da6065 delivered on May 27, 2005 (Gong2005Ha, 1479) decided on May 29, 2019)

Seoul High Court Decision 201Na1448 delivered on May 2, 2012

Daejeon X-K Science Park (Law Firm, Kim & Lee, Attorneys Gangnam-soo et al., Counsel for the defendant-appellant)

Daejeon High Court Decision 2002Na2445 delivered on February 7, 2003

From December 1, 1997 to May 31, 2003, the part against the defendant exceeding the amount equivalent to 20,764,560,239 won as to damages for delay of the judgment of the court below is reversed, and the part against the defendant exceeding the amount equivalent to 20 percent per annum from the next day to the next day to the full payment day is dismissed. The plaintiff's appeal and the remaining appeals of the defendant are all dismissed. The total expenses for the lawsuit shall be five minutes, and the remainder shall be borne by the plaintiff and the defendant.

1. Facts acknowledged by the court below

In full view of the evidence duly admitted by the court below, the following facts are summarized.

A. From August 6, 1993 to November 7, 1993, the government, which held the Daejeon World Exhibitions (hereinafter “the World Exhibitions”) in the Seosung-gu Daejeon-gu, Daejeon-gu, Daejeon-gu, was to create and operate the EXPO Science Park (hereinafter “science Park”) by utilizing the site and facilities of the EXPO after the completion of the EXPO based on a variety of research reports, public hearings, etc. by specialized institutions. The operation system was established by establishing a non-profit public-service foundation to be the subject of ownership and management of the scientific park assets, and the specific management was entrusted to a specialized private business entity for efficient operation. Accordingly, on December 11, 1993, the government succeeded to all rights and duties, including the remaining property of the Organizing Committee of the Daejeon-gu, a non-profit public-service foundation, the main institution in charge of the EXPO, and succeeded to the rights and obligations of the Daejeon Metropolitan City.

B. On January 20, 1994, the EXE Science Park applied for the selection of a specialized management entity in a scientific park in accordance with the guidelines for application for the selection of a specialized management entity presented by the Foundation. On February 5, 1994, the scientific park was finally selected as a specialized management entity in a scientific park, and accordingly completed the registration of incorporation on February 25, 1994.

C. On March 28, 1994, the EXE Science Park Co., Ltd. (hereinafter “the Plaintiff”) concluded a consignment contract for the operation of the Scientific Park (hereinafter “instant consignment contract”) with the EXEA on the following grounds: (a) between the Foundation and the Foundation on March 28, 1994, the management of the Scientific Park is entrusted with the assets of the Foundation; (b) the Foundation support the Plaintiff to achieve the purpose of the consignment; and (c) the duration of the consignment contract is twenty (20) years; and (d) on August 6, 1994, the EXEA began to operate the Scientific Park.

D. From December 194, the Plaintiff asserted that there is considerable difference from the Plaintiff’s park management plan at the time of the application for the entrusted project due to the increase in the defect repair of entrusted assets to the Foundation, the increase in the officially announced land price, the decrease in admission fees emphasizing the public interest, the limit of increase in the guest unit price due to the diversification of the operating entities in the park, the decline in management activities due to excessive control over the Foundation, and the delay in business, etc., and demanded revision and supplementation of the entrustment contract. On July 1995, the Plaintiff recommended the Foundation to grant the Plaintiff the right to autonomy in the entrusted assets operation as a way to normalize the park operation, as well as to make a single compromise. The Foundation also recognized the accumulated reality of the Plaintiff’s deficit, and decided to change the existing contract terms in favor of the Plaintiff, thereby reducing the amount of the existing contract terms in favor of the Plaintiff, and the Plaintiff and the Memorial Foundation agreed to partly amend the terms of the entrustment contract from December 31, 1995 to December 13, 1996.

E. Meanwhile, around September 194, it was pointed out that there was a possibility of poor operation due to impergism between the Foundation and the Plaintiff through an audit by the Government around September 1994. Around that time, the conflict between the Foundation and the Plaintiff and the issue raised on the status of the Foundation continues through various media. Around January 1, 1995, the Foundation rendered services to the Danam Development Institute regarding the long-term development plan of the Scientific Park, which is five months after the resumption of the Scientific Park. Based on the results of the study, it was the most desirable conclusion that it is desirable for the Foundation to make the operation system of the Scientific Park as a construction system centered on the National Foundation’s central government around August 1995, and to suggest it to the Government as a way to resolve the problems arising from the separation of ownership and management from the Government, but it is reasonable to first promote privatization through private sale, but to propose a way to promote the operation of the Scientific Park as a means to improve the investment environment of the Plaintiff 16th National Park.

F. Accordingly, the government has had affiliated policy research institutes, etc. study and report the operational problems of the scientific park and its resolution methods. The results of the report include, as a matter of the operation of the scientific park, the lack of autonomy of the private sector enterprises, lack of public interest and private interests, lack of legal system improvement and supplementation, lack of motive for reinvestment in the private sector, improvement of regulations to support the government's financial support. As a result of the improvement, the Ministry of Trade, Industry and Energy, on August 1, 1997, comprehensively reviewed the results of this study, announced the operation of the scientific park by private enterprises through competitive bidding to the private sector (excluding light tower area, venture building site, and elble movable property) and the implementation of the operation of the scientific park by private enterprises (as to the plaintiff, the plaintiff is not allowed to participate in bidding under the conditions that the plaintiff is not allowed to institute a legal action against the plaintiff), and notified the plaintiff and the public organization of the operation plan for the up-to-date park reorganization by the government.

G. After that, on September 6, 1997, the Foundation notified the Plaintiff of the termination of the instant consignment contract on the grounds that the Plaintiff’s failure to perform the Plaintiff’s new investment obligation, failure to attract visitors, failure to operate the existing facilities, poor management of entrusted assets, failure to perform self-help efforts, etc., and that the termination of the consignment contract of this case was impossible due to the Plaintiff’s nonperformance of duties prescribed in the consignment contract, and accordingly, the Plaintiff was notified of the termination of the consignment contract of this case on several occasions on the grounds that the termination was unlawful even after the Plaintiff received the notice of the termination from the Foundation, and continued to operate the Scientific Park on several occasions on the grounds that the termination was unlawful. However, the Foundation prepared a scheme to sell the facilities and site of the Scientific Park in accordance with the reorganization plan of the operation, and made it impossible for the Plaintiff, and the Plaintiff, on December 1, 1997, to publicly announce the sale of the facilities and site of the National Park in a daily newspaper.

2. The plaintiff's ground of appeal No. 1

According to the reasoning of the judgment below, the court below rejected the Plaintiff’s entrustment contract as follows: (a) Article 22(1)1 and 7 of the entrustment contract of this case provides that the Foundation shall be liable for damages suffered by the Plaintiff; (b) however, the Plaintiff’s failure to perform new investment obligations or violates the terms and conditions of entrustment; (c) when the Plaintiff’s failure to perform new projects or breach of the terms and conditions of entrustment; (d) the Plaintiff’s failure to perform new projects or failure to perform such projects; (e) the Plaintiff’s failure to perform such projects; or (e) the Plaintiff’s failure to perform such projects; and (e) the Plaintiff’s failure to perform any act necessary for the smooth performance of such projects; and (e) in such a case, the obligation to compensate the Foundation for damages only when the contract is terminated on the ground of the need for public projects, and (e) the Plaintiff’s main reason to terminate the entrustment contract with the view to maintaining the contract’s land or facilities separate from the land for the operation of the Scientific Park; and (e) the Plaintiff’s main reason to terminate the entrustment contract of this case.

The above judgment of the court below is just in light of the purpose and genuine intent of the parties to the entrustment contract of this case, which distinguish the above grounds for termination as "when necessary for the public, public or public works" and the grounds for termination as well as the validity thereof. There is no error in the misapprehension of legal principles as to the interpretation of juristic act, as otherwise alleged in the ground of appeal.

3. As to the plaintiff's grounds of appeal Nos. 2 through 4

(a) 2, 3 points;

According to the reasoning of the judgment below, in full view of the contents of the instant consignment contract on the duty to support or consult with the other party to the instant consignment contract, there may be cases where appropriate assistance to the plaintiff of the Foundation may be provided in order to achieve the purpose of the contract in accordance with specific cases. In such cases, nonperformance of the duty to provide assistance shall constitute a cause for termination of the contract as the principal obligation. In addition, even in the case of breach of other incidental duty to provide assistance, if the damage to the plaintiff was incurred to the plaintiff, the Foundation shall be liable to compensate for the damage. Based on the premise that each act of the Foundation, which was seen in the conclusion of the instant consignment contract, the construction process of the resumption of the science park, the construction process of new facilities and investment process of the plaintiff, and the process of mutual use of the plaintiff, etc., constitutes nonperformance of the duty to provide assistance under the instant consignment contract, the court below rejected the plaintiff's assertion on the ground that it is difficult to see that the above act was in violation of the rules of evidence or the nature of the consignment contract of this case, and the records are not erroneous.

(b) Fourth point:

According to the reasoning of the judgment below, the court below rejected the plaintiff's assertion that all acts of the Memorial Foundation excessively interfered with the plaintiff's management by taking advantage of their superior position in the process of concluding the entrustment contract of this case or the scientific park operation process, etc., on the ground that each of the above acts cannot be deemed to constitute a tort against the plaintiff in light of the circumstances as stated in the judgment, such as the absence of evidence to acknowledge such assertion or the specific circumstance of each act done by the Memorial Foundation. In light of the records, the court below's findings of fact and judgment are just and there is no error of law such as misconception of facts

4. As to the defendant's ground of appeal Nos. 1 and 2

A. According to the reasoning of the judgment below, it is reasonable to view that the Plaintiff violated the Plaintiff’s duty to operate a new facility at the time of termination of the instant contract with the view to the fact that the Plaintiff did not know that the Plaintiff violated the Plaintiff’s new operation of the facility at the time of termination of the instant contract with the view to the fact that it did not clearly stipulate that the Plaintiff violated the Plaintiff’s new operation of the facility at the time of termination of the instant contract with the view to the fact that it was unreasonable for the Plaintiff to view that the new operation of the facility at the time of termination of the instant contract with the view to the fact that there was no significant violation of the Plaintiff’s duty to operate the facility at the time of termination of the contract with the view to the fact that the new establishment of the facility at the time of termination of the contract with the view to the fact that the new establishment of the facility at the time of termination of the contract with the view to the fact that the new establishment of the facility at the time of termination of the contract at the time of the Plaintiff’s failure of the contract at the time of termination of the contract at the time of the contract.

B. First, as to the judgment of the court below on the grounds for termination of the consignment contract of this case, so long as the formation of the consignment contract of this case is recognized as genuine, the court shall recognize the existence and contents of the expression of intent in accordance with the language and text stated in the disposition document unless there is clear and acceptable counter-proof as to the conclusion thereof. In the case where the interpretation of the parties' intent as stated in the disposition document is at issue because of different opinions on the interpretation of the contract of this case, it shall be reasonably interpreted in accordance with logical and empirical rules so as to conform to the ideology of social justice and equity by comprehensively considering the contents of the language and text, the motive and background leading up to such agreement, the purpose to be achieved by the agreement, the parties' genuine intent, etc. In particular, where one party imposes a serious liability on the other party, it shall be more strict interpretation of the content of the consignment contract of this case as to the conclusion of the consignment contract of this case and the reasons for termination of the contract of this case as stated in the grounds for appeal (see Supreme Court Decisions 94Da6048, Oct. 20, 1998, 2020208, 2020202.

Next, in light of the records, the lower court’s determination that the termination of the instant consignment contract by the Foundation is unlawful is justifiable, and first of all, it appears that the fact-finding and determination by the lower court on whether the Plaintiff properly performed its obligations under the instant consignment contract and the instant amendment contract, and the degree of non-performance. Furthermore, the lower court’s determination that the instant consignment contract by the Foundation is unlawful based on such fact-finding. Furthermore, other than the circumstances cited by the lower court, it is difficult for the Plaintiff to evaluate that the Plaintiff did not have an intent to maintain the contract solely on the basis of the Plaintiff’s failure to perform its obligations under the instant consignment contract, i.e., the level of failure to perform its obligations to provide organic support and cooperation among the parties to the contract, or the institutional support that takes into account the public interest with the operation of the Scientific Park, was insufficient, and the Plaintiff’s amendment of the consignment contract to the maximum satisfaction of the view of the Scientific Park within the Scientific Park, as seen above, cannot be seen as being in violation of the Plaintiff’s basic research and development system after its conclusion.

5. As to the Plaintiff’s grounds of appeal Nos. 5 and 6, and Defendant’s grounds of appeal Nos. 3 and 4

A. Plaintiff’s ground of appeal No. 6 and Defendant’s ground of appeal No. 3

In cases where termination of a contract and damages are claimed as a result of non-performance of obligation, an obligee is able to seek compensation for expenses incurred by an obligee with belief that the contract would be fulfilled as part of the performance interest. Of the expenditure, expenses normally incurred for the conclusion and performance of a contract may be claimed regardless of whether the other party knew or could have known as ordinary damages. The excess expenses may seek compensation only where the other party knew or could have known of such damages due to special circumstances. However, the amount of compensation equivalent to the expenditure cannot exceed the scope of the performance interest in light of the principle of prohibition of excessive compensation (see, e.g., Supreme Court Decisions 9Da13621, Apr. 28, 1992; 9Da13621, Jul. 27, 199; 2002Da2539, Jun. 11, 2002).

According to the reasoning of the judgment below, the court below dismissed a claim for damages against each of the above parts on the ground that even if the contract of this case was continued to exist after the plaintiff's entrustment contract of this case, it cannot be seen that the plaintiff's damages equivalent to the amount paid by facility investment and driving funds of the scientific park were reasonable in terms of the defendant's fault ratio of the amount paid by the plaintiff for the implementation of the entrustment contract of this case, and that the amount paid by the Foundation for the financing of capital, such as the cost of issuing bonds, are damages due to the special circumstances, and there is no proof that the Foundation knew or could have known the above circumstances, and that the net profit in excess of the expenses paid by the plaintiff out of the proceeds acquired after the termination of the entrustment contract of this case, could not be seen to have been realized beyond the recovery of expenses as seen earlier, and that the court below rejected the claim of this case for damages against the plaintiff for the implementation of the entrusted contract of this case, on the ground that the above amount seems to have been normally paid to the plaintiff for the implementation of the entrusted contract of this case's interest.

B. Plaintiff’s ground of appeal Nos. 5 and Defendant’s ground of appeal No. 4

According to the reasoning of the judgment below, the court below found that the plaintiff neglected the duty of new investment under the entrustment contract of this case, or did not operate some exhibition halls and self-injury trains without any justifiable reason, and did not perform his duty under the entrustment contract of this case, such as changing the purpose of the entrusted assets without permission. The plaintiff's mistake is the main reason for allowing the government or the National Memorial Foundation to change policies on the operation of the scientific park with the purport of facilitating the sale of the scientific park to the private sector, and eventually causing the termination of the entrustment contract of this case. The plaintiff's negligence ratio is reasonable to be 60% of the total damages in light of the above facts. The court below's finding of facts or determining the ratio of negligence in the case of non-performance of obligation or damages due to tort belongs to the exclusive authority of fact-finding unless it is clearly unreasonable in light of the principle of equity (see, e.g., Supreme Court Decision 2003Da12129, Jan. 24, 2002).

6. The plaintiff's ground of appeal No. 7

According to the reasoning of the judgment below, since Article 13 (3) of the Entrustment Contract of this case provides that when the entrustment contract of this case is terminated at the time of the completion of construction and the donation to the Foundation is made at the time of termination, the plaintiff shall deliver the entrusted assets to the Foundation, and since Article 22 (3) 1 of the Entrustment Contract of this case provides that the new investment assets at the time of termination of the entrustment contract of this case must be delivered to the Foundation, the plaintiff shall deliver the entrusted assets to the Foundation as they are, and the new investment assets at the time of termination of the entrustment contract of this case shall be delivered to the Foundation, the plaintiff shall give up the right to claim restitution or return of unjust enrichment at the time of termination of the entrustment contract of this case, the defendant's assertion that the plaintiff shall return the remaining funds from the investment and driver's original account to the restitution or unjust enrichment due to the termination of the entrustment contract of this case, the above determination by the court below as to the above agreement of this case is justifiable in accordance with the legal principles as seen earlier, and therefore, the ground of appeal cannot be accepted.

7.The damages for delay shall be considered ex officio.

The portion of "interest rate prescribed by Presidential Decree" in the main sentence of Article 3 (1) of the Act on Special Cases concerning Expedition, etc. of Legal Proceedings before the amendment (amended by Act No. 6868 of May 10, 2003) was ruled unconstitutional on April 24, 2003. The above provision of the Act amended thereafter and the main sentence of Article 3 (1) of the Act on Special Cases concerning Expedition, etc. of Legal Proceedings (amended by Presidential Decree No. 17981 of May 29, 2003) stipulate that the statutory interest rate applicable to cases pending before the court at the time of the enforcement of the above Act shall be 20% per annum with respect to the case at the rate of interest rate applied after June 1, 2003. Thus, the court below erred by applying the above revised law rate of 6% per annum which is the commercial interest rate until May 31, 2003, and damages for delay from June 28, 2003 to the date of the amendment.

8. Conclusion

Therefore, the part of the judgment of the court below as to damages for delay as to 20,764,560,239 won as to 20,764,560,239 won is reversed by the rate of 6% per annum as prescribed by the Commercial Act from December 1, 1997 to May 31, 2003, and damages for delay exceeding 20% per annum from the next day to the date of full payment. Since this part is sufficient for this court to directly judge, this part is decided to be self-reader pursuant to Article 437 of the Civil Procedure Act. Thus, the judgment of the court below as to the above part shall be revoked, and the corresponding claim of the plaintiff shall be dismissed. The plaintiff's appeal and the remainder of the defendant's appeal are all with merit,

Justices Park Jae-sik (Presiding Justice)