[1] The method of determining the parties to a contract where the actor has entered into the contract under the name of another

[2] In a case where Gap, the representative director of the construction company Gap, entered into a partnership business agreement with Gap, who provided his labor, purchased the land by investing the other party Eul's funds, and newly constructing and selling the house on the ground, and signed a contract for the construction to which he is the representative director, the case holding that it is difficult to view that the construction company is merely a contractor's status for which Eul and Eul are contracted for the construction

[1] Article 105 of the Civil Act / [2] Articles 105, 664, and 703 of the Civil Act

[1] Supreme Court Decision 94Da4912 delivered on September 29, 1995 (Gong1995Ha, 3584 delivered on May 29, 2001) Supreme Court Decision 2000Da3897 delivered on May 29, 2001 (Gong2001Ha, 1455) Supreme Court Decision 2003Da44059 delivered on December 12, 2003 (Gong2004Sang, 125)

Plaintiff (Law Firm Min & Lee, Attorneys Seo-soo et al., Counsel for the plaintiff-appellant)

Defendant (Law Firm Ha & Yang, Attorneys Yoon Ho-ho et al., Counsel for the defendant-appellant)

Seoul High Court Decision 2006Na98554 decided September 24, 2008

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

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

In cases where an actor who enters into a contract performs a juristic act in another person’s name, as to whom the actor or the title holder is the party to the contract, the parties to the contract shall be determined on the basis of the consent of the actor and the other party. In cases where the intent of the actor and the other party is in accord with each other, the other party shall be determined on the basis of the specific circumstances before and after the conclusion of the contract, including the nature, content, purpose, and circumstances of the contract, etc., and if the other party does not coincide with each other, on the basis of which the actor and the title holder should understand as the party to the contract (see Supreme Court Decisions 94Da4912, Sept. 29, 1995; 200Da3897, May 29, 2001; 2003Da4059, Dec. 12, 2003).

In addition, the interpretation of a juristic act is clearly decided by the objective meaning which the parties gave to the act of expressing the intent. In the event of a conflict of opinion on the interpretation of the contract between the parties, the interpretation of the intent of the parties expressed in the contract document is at issue, it shall be reasonably interpreted in accordance with logical and empirical rules by comprehensively taking into account the contents of the text, the motive and background leading up to the agreement, the purpose to be achieved by the agreement, the parties’ genuine intent, etc. (see Supreme Court Decisions 93Da32668, Mar. 25, 1994; 96Da16049, Oct. 25, 1996,

Based on its adopted evidence, the lower court acknowledged the facts as indicated in its reasoning, and determined that the Defendant was liable to pay the construction price to the Plaintiff, who received the claim for construction price of KRW 800 million from ○ General Construction, on the ground that: (a) the Nonparty purchased the instant land by providing labor by providing the Defendant with the capital and newly constructing and selling the housing on the ground; and (b) the Nonparty contracted the construction work to ○○ General Construction Co., Ltd. (hereinafter “○ General Construction”); and (c) the construction contract was effective to the Defendant, who is a member of the association; and accordingly, (d) the Defendant

However, the above determination by the court below is difficult to accept in light of the above legal principles and the following circumstances revealed by the facts recognized by the court below.

First of all, the non-party is the representative director of ○○ General Construction, and the non-party is the representative director of ○○ Construction, and the loan certificate (Evidence B No. 1) stating his status as the "non-party" in front part of ○○ General Construction and entered his status as the "non-party" and the end portion as the "non-party". This does not strictly separate his status as the representative director of ○○ General Construction, which is the non-party and the non-party, and therefore, it is difficult to conclude that the above loan certificate alone is the non-party to the partnership contract.

Next, on May 16, 2002, the non-party secured the land of this case, 4.8 billion won from the National Bank as collateral, and 4.7 billion won from July 16, 2002, and 2.5 billion won from March 10, 2003, each of the loans was used as construction cost of this case. Each of the above loans was thereafter repaid 1.2 billion won from the New Bank of Korea on June 17, 2003. Thus, if 00 won was merely a contractor for the construction of this case from the non-party or the defendant's company, the non-party's comprehensive construction of 00 billion won was merely a contractor for the construction of this case, barring any special agreement between the non-party or the non-party's company, and there is no reason to deem that such special agreement was made.

In addition, as between September 11, 2002 and October 16, 2003, the Defendant paid part of KRW 4.71 billion to ○○ General Construction, and received interest of KRW 2.516 billion each month for the remainder of KRW 2.516 billion. Thus, if the Defendant was directly related to ○○ General Construction or as a member of the Dong company with the Nonparty, it would be reasonable to dispose of ○○ General Construction’s claim and the Defendant’s claim for set-off, or discuss the settlement of the amount paid by the Defendant as above with the Nonparty, and it is difficult to find any corresponding circumstances on the record.

Examining these circumstances in light of the legal principles as seen earlier, it is difficult to view that ○○ General Construction was in the position of contractor who was awarded a contract for the instant construction work from the Defendant and the Nonparty’s Dong company by deeming that ○ General Construction was in the same business relationship with the Nonparty as it was in a position of sharing economic understanding with the Nonparty, separateing from seeking settlement money, etc. following the dissolution of the partnership against the Defendant or the Nonparty, barring any special circumstances.

Nevertheless, without examining and determining the above special circumstances in detail, it was determined that ○○ General Construction was in the position of contractor who received a contract from the Defendant and the Nonparty’s partner company, and that it can immediately seek payment of the remainder of construction work against the Defendant. The judgment below is erroneous in the misapprehension of legal principles as to the confirmation of the contracting party or the interpretation of legal act, and failing to exhaust all necessary deliberations, which affected the conclusion of the judgment. The ground of appeal on this point is with merit.

Therefore, without examining the remaining grounds of appeal, the judgment 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 Kim Young-ran (Presiding Justice)