[1] The requirements to deem that the content of the contract was modified where a party sent a document containing any content different from the content of the contract to the other party and the other party did not raise any objection thereto even after the contract was concluded

[2] The case holding that in a case where Gap entered into a contract for the sale of textile processing machinery to Eul and entered into an agreement for the change of the price of machinery from won to US dollars in a contract for the sale of raw materials and goods for foreign exchange earnings, and Gap sent a certificate of the purchase of raw materials and goods (supply) to Eul, and the machinery price was indicated in the application for the confirmation of purchase of raw materials and goods for foreign exchange earnings submitted by Gap and Eul along with the above certificate, it is difficult to find that there was an agreement for the change of the payment of machinery price from won to US$

[1] If, after the conclusion of a contract, one party sent a document containing any content different from that of a contract to which the content of the contract was modified and the other party does not raise any objection thereto, it is deemed that the other party consented explicitly to the modification in light of the type and nature of the transaction, transaction practices, content and form of the document dispatched, attitude of the other party, etc. If the modification results in an important modification of the content of the contract already concluded, the implied consent should not be easily acknowledged.

[2] In a case where Gap entered into a contract to sell textile processing machinery to Eul and the mechanical cost was indicated in Korean won, and Gap sent a certificate of purchase of raw materials and goods for foreign exchange earnings to Eul, and the mechanical cost was indicated in the application form for confirmation of purchase of raw materials and goods for foreign exchange earnings submitted by Gap and Eul along with the above certificate, the case affirming the judgment below holding that it is difficult to acknowledge that the agreement to change the payment of the price of the machinery from US dollars was concluded solely on the grounds that the change in the payment of the price of the purchase was an important change in the contents of the contract, and a new sales contract was not prepared to replace or replace the contents of the sales contract indicated in Korean won, on the ground that the above letter or confirmation application form was written with the payment of the price of the machinery as US$ and received and submitted the confirmation application form without any particular objection.

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

Plaintiff (Counterclaim Defendant) (Attorney Kim Jong-chul et al., Counsel for the plaintiff-appellant)

Defendant Counterclaim (Attorney Cho Jae-hwan et al., Counsel for plaintiff-appellant)

Suwon District Court Decision 2012Na34495, 34501 decided November 21, 2014

The appeal is dismissed. The costs of appeal are assessed against the plaintiff (Counterclaim defendant).

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

1. Regarding ground of appeal No. 1

In addition, the parties may freely determine whether to conclude a contract according to the principle of freedom of contract and what contents and methods, and may modify or supplement the contents of the contract by agreement after the conclusion of the contract. In order to modify or supplement the contents of the contract after the formation of the contract, there must be an agreement between the parties to modify or supplement the contract, explicitly or implicitly.

If, after the conclusion of a contract, one party sent a document containing matters different from the terms and conditions of a contract to which the content of the contract was modified and the other party does not raise any objection thereto, it is deemed that the other party consented explicitly to the modification in light of the type and nature of the transaction, transaction practices, content and form of the dispatch document, and the other party’s attitude. In such cases, if the modified matters result in a significant modification of the terms and conditions of the contract already concluded, such implied consent should not be easily acknowledged.

The lower court recognized the following facts. ① On October 18, 2007, the Plaintiff (Counterclaim Defendant; hereinafter referred to as the “Plaintiff”) entered into a contract with the Defendant (Counterclaim Plaintiff; hereinafter referred to as the “Defendant”) to sell used goods for the purpose of sale at KRW 165,000,000,000, and the price was paid in the way that the Plaintiff deducts USD 0.5,000 per annum from the original unit price purchased by the Defendant. ② The Plaintiff agreed to transport and install the instant textile processing machinery to a factory operated by China, and entered the contract details, such as the cost of machinery transfer and installation, and the settlement method of the original unit price, into a contract. ③ On December 30, 2007, the Plaintiff entered the Plaintiff’s duty to purchase raw materials and goods (supply) in the agreement with the Defendant on KRW 165,00,000,000 on the above transaction, and sent the Plaintiff’s duty to sell raw materials and goods ($ 16,006,06).1).6

Based on these facts, the lower court determined that it is difficult to recognize that there was an agreement to change the price of the machinery from the U.S. currency to the U.S. dollars solely on the ground that (i) changing the payment of the price into US dollars from the won currency according to the sales contract entered into between the original and the Defendant constitutes an alteration of the important part of the terms of the sales contract; (ii) modifying or replacing the contents of the sales contract in Korean currency; (iii) the Plaintiff sent to the Defendant on January 2008 the purchase transaction office, which deducted and adjusted the balance of the machinery price into Korean currency; and (iv) the Plaintiff calculated the claim amount of the machinery price of the machinery price as the preserved bond in Korean currency in the case of applying for provisional attachment on July 2008; and (iii) submitted the sales office, which adjusted the balance of the price into Korean currency with the supporting materials.

As the change in the payment of the purchase price in the instant sales contract results in an important change in the contents of the contract, the lower court is acceptable to have determined that the content of the contract regarding the payment of the purchase price was not changed as above. In so determining, the lower court did not err by exceeding the bounds of the principle of free evaluation of evidence inconsistent with logical and empirical rules, or by misapprehending the legal doctrine on the validity

2. Regarding ground of appeal No. 2

As long as the establishment of a disposal document is recognized as authentic, the court shall recognize the existence and content of the declaration of intent in accordance with the language and text stated in the disposal document, unless there is any clear and acceptable counter-proof evidence that denies the contents of the statement. In a case where there is a dispute over the interpretation of a contract between the parties and the interpretation of the intent of the parties expressed in the disposal document becomes an issue, the court shall reasonably interpret the document in accordance with logical and empirical rules by comprehensively taking into account the contents of the text, motive and circumstance of the agreement, the purpose to be achieved by the agreement, the parties’ genuine intent, etc. (see Supreme Court Decision 2002Da23482,

The lower court rejected the Plaintiff’s assertion that, on the grounds that the terms and conditions of the instant sales contract stipulate that the Plaintiff should bear the cost of transport of machinery, according to the terms and conditions of the sales contract, the Plaintiff should bear the total cost of transport, including the cost of transport in China, and otherwise, rejected the Plaintiff’s assertion that “the Plaintiff agreed to bear only the cost of transport in the port of shipment by stating in

Examining the reasoning of the lower judgment in light of the aforementioned legal principles and records, the lower court did not err in its judgment by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, contrary to what is alleged in the grounds of appeal, or by misapprehending the legal doctrine on the interpretation of uniform rules regarding the validity of bills of lading and the interpretation

3. As to the third ground for appeal

Examining the reasoning of the lower judgment in light of the relevant legal principles and records, the lower court did not err by misapprehending the legal doctrine on the interpretation of expression of intent, thereby adversely affecting the conclusion of the judgment, contrary to what is alleged in the grounds of appeal, in its judgment rejecting the Plaintiff’s assertion that the Defendant is liable to compensate for damages equivalent to the cost of processing costs, etc.

4. Conclusion

Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Park Poe-young (Presiding Justice)