[1] The meaning of "the rights of reorganization creditors, etc. under Article 242 (1) of the Company Reorganization Act are modified according to the provisions of the plan."

[2] The time limit for offset by reorganization creditors, etc. under Article 162 (1) of the Company Reorganization Act, without resorting to reorganization proceedings

[1] Article 242 (1) of the Company Reorganization Act provides that the rights of reorganization creditors, security holders, and stockholders shall be changed according to the provisions of the Company Reorganization Act if a decision to authorize the reorganization plan is made. This provision provides that the rights of reorganization creditors, etc. shall be changed substantially according to the contents of the reorganization plan, and it does not mean that the change is made only to the liability separate from the obligation. In this regard, in consideration of the fact that the right holder who did not participate in the procedure even though the right holder guaranteed the right holder an opportunity to participate in the procedure through the reorganization procedure, has no value to protect the company, and that it is impossible to implement the reorganization plan because Article 241 of the Company Reorganization Act is different from the exemption provided by the right holder, the right of reorganization creditors, etc., if a decision to authorize the reorganization plan has the effect of full or partial exemption from the obligation pursuant to the provisions of the Company Reorganization Act, and it is extended due to the extension of the time limit, and if reorganization claims or securities are converted into equity, the right shall expire at the time of approval decision or security.

[2] In Article 162 (1) of the Company Reorganization Act, where a reorganization creditor or security holder bears obligations to the company at the time of commencement of reorganization proceedings, and where both claims and obligations are set-off before the expiration of the reporting period of reorganization claims and securities, a reorganization creditor or security holder may set-off without resorting to reorganization proceedings, and "period" refers to the reporting period of reorganization claims, etc.

[1] Articles 241 and 242 (1) of the Company Reorganization Act / [2] Article 162 (1) of the Company Reorganization Act

Administrator of Distribution of Breach of Trust Co., Ltd. (Attorney Lee Jae-chul, Counsel for the plaintiff-appellant)

Defendant in bankruptcy of a bankrupt company

Seoul High Court Decision 2001Na68299 delivered on March 5, 2002

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

We examine the grounds of appeal.

According to the reasoning of the judgment below and the records, on April 14, 200, the Plaintiff reported 2,701,347,729 won as reorganization claim; 2,678,281,084 won was decided as reorganization claim; 2,678,289, 279, 279, 279, 370, 279, 279, 206, 375, 205, 207, 207, 39, 205, 205, 37, 205, 207, 205, 30, 205, 205, 37, 205, 205, 37, 205, 205, 37, 205, 206, 206, 297, 206, 207, 275, 2016, 265

Article 242(1) of the Company Reorganization Act provides that the rights of reorganization creditors, security holders, and stockholders shall be changed according to the provisions of the Company Reorganization Act if a decision to authorize a reorganization plan is made. This means that the rights of reorganization creditors, etc., such as the reorganization creditors, security holders, and stockholders are effective in accordance with the reorganization plan, and it does not mean that the change is made only to the liability distinct from the obligation. In this regard, in consideration of the fact that, through the reorganization procedure, the right holders who did not participate in the procedure even though they guaranteed the right holders through the opportunity to participate in the procedure to participate in the company, have no value to protect the company, and that it is impossible to implement the reorganization plan due to the right holder's assertion of the right late, the exemption from liability under Article 241 of the Company Reorganization Act is different. Accordingly, if a decision to authorize a reorganization plan has the effect of full or partial exemption from the obligation under the provisions of the Company Reorganization Act, and if a grace period is extended, the right of reorganization creditors, etc. shall be extinguished at the time of the decision to authorize or security.

According to these legal principles, according to the above facts, with respect to whether the above claim of the neglected company has been extinguished, the amount of the above claim shall be extinguished at the time of the approval decision of the reorganization plan as to the 2,142,624,867 won, which is equivalent to 20% of the claim of the neglected company, according to the reorganization plan as to the 536,656,217 won among the claim of the neglected company, and the amount of the above claim shall be extinguished at the time of the approval decision of the reorganization plan as to the 2,142,624,867 won, which is equivalent to 80% of the remaining 80% of the total amount of the claim of the neglected company, and as long as the above claim of the neglected company itself has been substantially extinguished, the defendant shall not offset the above claim of this case as to the neglected distribution due to the extinguishment of the claim.

In addition, Article 162 (1) of the Company Reorganization Act provides that where a reorganization creditor or security holder bears an obligation to the company at the time of the commencement of reorganization proceedings, if both claims and obligations are set-off before the expiration of the reporting period of reorganization claims and securities, the reorganization creditor or security holder may set-off only within such period, and the "period" refers to the reporting period of reorganization claims, etc. In this case, even if the neglected company holds automatic claims as alleged, it shall be deemed that the fixed period is the reporting period of reorganization claims, etc. Therefore, even if the neglected company holds such automatic claims, the defendant's defense of set-off cannot be accepted in this case, even if there is no other evidence supporting the existence of the declaration of offset prior to the expiration of the reporting period of reorganization claims under the reorganization proceedings

Nevertheless, even if KRW 2,142,624,867, which is equivalent to 80% of the claims of neglected companies, is exempted from the reorganization proceedings for neglected distribution companies, the above obligations against neglected distribution companies shall not be absolutely extinguished, and the obligation itself shall still continue to exist, and the judgment of the court below which recognized the effect of offsetting the above claim portion of the neglected company with the automatic claim is erroneous in the misapprehension of legal principles as to the validity of the decision to approve the reorganization plan, which affected the conclusion of the judgment. Therefore, the ground of appeal pointing the same purport is with merit.

Therefore, 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 Cho Cho-Un (Presiding Justice)