[1] In a case where the objective meaning is not clearly expressed by the party’s language and text, the method of interpreting the juristic act / whether the intent to attach the condition should be indicated on the outside (affirmative) and the requirements for its recognition

[2] In a case where Party A and Party B entered into a sales consignment contract with Party B to sell in lots on behalf of them and receive commission, and stipulated that “A shall accept all unsold goods after the completion of the sales contract” as a special agreement, the case holding that the special agreement merely provides for the terms of the contract that Party A bears the obligation to acquire the unsold goods after the expiration of the sales contract period, and it is difficult to view that the special agreement provided for the terms of the contract that Party A bears the obligation to take over the unsold goods after the expiration of the sales contract period, and that it

[1] In the interpretation of a juristic act, where the objective meaning is not clearly revealed through the language and text expressed by the parties, it shall be reasonably interpreted in accordance with logical and empirical rules, and the common sense of social norms and transaction norms, by comprehensively taking into account the following: (a) the form and content of the text; (b) the motive and background of the juristic act; (c) the purpose and genuine intent to be achieved by the juristic act; and (d) the transaction practices.

On the other hand, a condition is the subsidiary of a juristic act that determines the occurrence or extinction of a juristic act according to whether it has a future uncertain fact, and is itself a declaration of intent that constitutes a content identical to an effective intent in a juristic act. The intent to attach the condition must be expressed externally as the content of the juristic act, and the intent to attach the condition must be determined in accordance with the legal doctrine on declaration of intent. To recognize that the intent to attach the condition was externally expressed, the intent to attach the condition should be determined on the basis of the motive and background of the juristic act, the purpose to be achieved by the juristic act, transaction practices, etc., comprehensively taking into account the motive and background of the juristic act, the intent to determine the occurrence

[2] The case holding that, in case where Gap and Eul concluded a binding contract on sale in lots with the terms of "the unsold goods after the completion of the period of sale in lots" as special agreement, "the conditions to be "the conditions to be acquired" are used, but the terms of "the conditions to be acquired" themselves do not specify the terms of the contract that the parties intend to have the conditions decided upon and taken effect by attaching them; rather, "the conditions to be acquired" are more likely to have been used simply as one of the terms of the contract rather than the intention to have the contract taken effect upon the acceptance of the unsold households, and it is difficult to view that Gap had the obligation to take over the above special contract in cases of unsold households despite the expiration of the period of sale in lots, and it is difficult to view that Gap had the intention to waive the entire contract by deeming that the conditions have not been fulfilled if the contract was not completed in whole, and that Gap had the obligation to take over the sales in lots after the expiration of the period of sale in lots, it is difficult to view that Gap had the obligation to pay the fees to Gap as the parties.

[1] Articles 105 and 147 of the Civil Act / [2] Articles 105 and 147 of the Civil Act

[1] Supreme Court Decision 2005Da19415 Decided July 15, 2005, Supreme Court Decision 2014Da52087 Decided May 12, 2016, Supreme Court Decision 2016Da234043 Decided January 24, 2018 (Gong2018Sang, 486) Supreme Court Decision 2016Da221368 Decided June 28, 2018 (Gong2018Ha, 1448)

Plaintiff (Law Firm Nuri, Attorneys Ha Man-young et al., Counsel for the plaintiff-appellant)

Defendant 1 and one other

Suwon District Court Decision 2018Na70370 decided November 26, 2019

The judgment of the court below is reversed, and the case is remanded to Suwon District Court.

The grounds of appeal are examined.

1. In the interpretation of a juristic act, where the objective meaning is not clearly revealed by the language and text expressed by the parties, it shall be reasonably interpreted in accordance with logical and empirical rules, and generally accepted common sense and transaction norms so as to conform to the concept of social justice and equity, comprehensively taking into account the following factors: the form and content of the language and text; the motive and background leading up to the juristic act; the purpose and genuine intent to be achieved by the said juristic act; and the transaction practices (see Supreme Court Decision 2005Da19415, Jul. 15, 2005, etc.).

On the other hand, the condition is a father-in-fact of a juristic act that decides on the occurrence or extinction of the effect of a juristic act depending on whether it has a future uncertain fact, and a declaration of intent that constitutes a whole of the effective intent in a juristic act itself. The intent to attach the condition must be expressed externally as the content of the juristic act, and the intent to attach the condition must be determined in accordance with the legal doctrine on declaration of intent (see, e.g., Supreme Court Decisions 2014Da52087, May 12, 2016; 2016Da234043, Jan. 24, 2018); in order to recognize that the intent to attach the condition was externally expressed, the intent to have the effect of the juristic act depend on whether it has a future uncertain fact, by comprehensively taking into account the motive and background leading up to the juristic act, the purpose to achieve by the said juristic act, the transaction practice, etc. (see Supreme Court Decision 2016Da21386, Jun. 28, 2018).

2. According to the reasoning of the lower judgment and the record, on August 22, 2015, the Plaintiff entered into a parcelling-out contract (hereinafter “instant contract”) with Defendant 1 on the condition that the Plaintiff would act on behalf of the Plaintiff for the sale of the total number of eight households of the instant loan, and receive the fees therefor, and the term of the contract shall be from completion to three months, and the contract may be extended and reduced through consultation, and the contract period may be extended and reduced; ② KRW 10 million of the down payment shall be paid to Defendant 1 when the Plaintiff entered into a contract with the Plaintiff, but returned at completion of the contract; ③ KRW 80 million of the sales agency fee shall be paid at the expiration of the period of the parcelling-out contract; ④ part of the special agreement applicable to these general matters, which provides that “any unsold goods after the completion of the period of the sales contract shall be subject to all the Plaintiff’s acceptance” (hereinafter “instant provisions”).

We examine these facts in light of the legal principles and records as seen earlier. Although the provision of this case uses the phrase “terms of acceptance”, it does not specify the content of the contract in itself, in addition to the term “special agreement applied prior to general matters.” Rather, the term “terms of acceptance” used in the provision of this case is likely to have been used in the meaning of simply setting it as one of the terms of the contract rather than the intent to have the contract take effect depending upon an acquisition by an unsold household. Furthermore, it is difficult to view that the purpose of the provision of this case is to have the Plaintiff assume the obligation to take over in the case of unsold household even though the period of sale expires, the Plaintiff was not fulfilled if the Plaintiff did not take over the unsold household, and thus, it is difficult to view that the Plaintiff intended to take over all of the fees in this case, in light of the good faith principle, if the Plaintiff has already sold the housing unsold in lots or acquired the housing unsold in lots without completion of the entire eight household units of this case, and if it benefits the Defendant’s household, then it is more reasonable to deem the Plaintiff to have the obligation to take over the agreement.

Nevertheless, the lower court rejected all the Plaintiff’s claim of this case seeking the return of down payment and payment of sales commission on the ground that the said condition was not fulfilled on the premise that the instant provision was set as an assistant to a juristic act. In so determining, the lower court erred by misapprehending the legal doctrine as to the interpretation of a juristic act and the conditions as an assistant to a juristic act, thereby adversely affecting the conclusion of the judgment. The allegation contained in the grounds of appeal assigning this error is with merit (However, as the interpretation of the instant contract aims to ensure the Plaintiff’s performance of the obligation to sell or take over, and as such, the contract is to be returned upon the completion of the instant contract, it points out that

3. Therefore, without examining the remaining grounds of appeal, the judgment of the court below is reversed, and the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench

Justices Kwon Soon-il (Presiding Justice)