[1] The method of interpreting the content of a contract where the objective meaning of the language and text of the disposal document is not clearly revealed

[2] The case holding that, in light of the contents of the contract between Gap and Eul, it shall be deemed that the contract shall be deemed as included in the objective meaning and that the contract shall not be deemed as being excessively unfavorable to the contractor and the guarantor, even if Eul fails to complete the construction within the completion date due to a cause attributable to it, and it shall not be deemed as in conflict with the other terms and conditions of the contract

[1] Article 105 of the Civil Act / [2] Article 105 of the Civil Act

[1] Supreme Court Decision 200Da72572 Decided May 24, 2002 (Gong2002Ha, 1479), Supreme Court Decision 2007Da11996 Decided March 14, 2008, Supreme Court Decision 2008Da46531 Decided November 13, 2008

Uibya Co., Ltd. (Law Firm Won, Attorney Lee Jong-soo, Counsel for the defendant-appellant)

Construction Financial Cooperative (Law Firmcheon, Attorneys Yu-min et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 2009Na110165 decided April 14, 2010

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

We examine the grounds of appeal.

1. Where a contractual party prepares in writing a certain content of a contract as a disposal document, if the objective meaning of the text is clear, barring any special circumstance, the existence and content of the contractual party’s expression shall be recognized. In a case where the objective meaning of the text is not clearly revealed, the parties’ motive and circumstance in which the contract was made, the purpose and genuine intent to be achieved by the contract, transaction practices, etc. shall be comprehensively considered, and the contents of the contract shall be reasonably interpreted in accordance with logical and empirical rules, social common sense, and transaction norms so as to be consistent with the ideology of social justice and equity (see, e.g., Supreme Court Decisions 200Da72572, May 24, 2002; 2007Da11996, Mar. 14, 2008). In particular, if the objective meaning of the text differs from the meaning of the text, thereby seriously affecting the legal relations between the parties, it shall be more strictly interpreted (see, e.g., Supreme Court Decision 2008Da4136365, etc.

According to the reasoning of the judgment of the court below, Article 31 (1) of the contract of this case entered into between the plaintiff and AWnb Construction Co., Ltd. (hereinafter "AWnb"), can be found to be the case where the plaintiff could cancel or terminate the contract of this case and the plaintiff did not start the construction even after the date of commencement agreed without justifiable grounds (Article 31 (1) of the contract of this case), where it is evident that AWnb does not have any possibility of completing the construction within the completion date due to the reasons attributable to AWnb's responsible cause (Article 1 (2) of the contract of this case (Article 3 of the contract of this case), where compensation for delay has reached the amount equivalent to the contract deposit, and where it is deemed that there is no possibility of completing the construction even after the extension of the contract period due to the violation of contract terms (Article 3 (4) of this case). In light of the aforementioned legal principles, the above subparagraph 2 of this case is also included in the case where AWnb failed to complete the construction within the completion date due to this cause.

On the contrary, the court below rejected the Plaintiff’s assertion on the ground that the reason under the above subparagraph 2 is limited to the case where AWnb suspends construction for a long time or where the failure to complete the construction within the completion date does not constitute the reason for termination of the contract under the above subparagraph 2. In so determining, the court below erred by misapprehending the legal principles on the interpretation of the contract, which is a disposal document, and affected the conclusion of the judgment. The ground of appeal pointing this out is with merit.

2. Therefore, without further proceeding to decide on the remaining grounds of appeal, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yang Sung-tae (Presiding Justice)