[1] In a case where a party to a contract directly provides a third party with another contractual relationship through a direction of the contracting party, etc., whether a third party may claim a return of unjust enrichment against the third party (negative)

[2] In a case where Company A transferred the sales price bonds to Company B according to a substitute business contract with Company B, and Company C and C concluded a sales contract with Company B to pay the sales price directly, the case holding that the lower court erred by misapprehending the legal doctrine on the ground that Company B cannot claim a return of unjust enrichment against Company B on the ground that the sales contract was cancelled with Company B

[1] Article 741 of the Civil Code / [2] Article 741 of the Civil Code

[1] Supreme Court Decision 2006Da46278 Decided September 11, 2008 (Gong2008Ha, 1330) Supreme Court Decision 2013Da13733 Decided June 28, 2013

S&A Co., Ltd. (Law Firm Line Name, Attorneys Kim Jong-sik et al., Counsel for the plaintiff-appellant)

International Asset Trust Co., Ltd. (Attorney Park Young-ok, Counsel for the defendant-appellant)

Seoul High Court Decision 2014Na9252 decided October 16, 2014

The part of the lower judgment against the Defendant is reversed, and that part of the case is remanded to the Seoul High Court.

The grounds of appeal are examined.

1. Where a party to a contract directly provides a third party with another contractual relationship, which is under another contractual relationship, by shortening the process of performance through the instruction of the other party, etc. (in a case where payment has been made in a deceptive relationship), the party to the contract may not claim a return of unjust enrichment against a third party on the ground that the party to the contract received payment from the third party without any legal ground, as well as the performance from the other party to the contract has been made to the third party. In such a case, if a party to the contract may claim a return of unjust enrichment directly against a third party on the ground that the party to the contract received payment from the third party without any legal ground, such as invalidation of a legal relationship which caused the payment to the party to the contract, or the contract has been cancelled, it would result in the transfer of the risk burden under the contract under its own responsibility to the third party, which would result in a violation of the principle of contract law, and the right of defense that the third party, a beneficiary, has against the other party to the contract (see, e.g., Supreme Court Decision 2006Da678).

2. Review of the reasoning of the lower judgment and the record reveals the following facts.

A. On April 8, 2010, in relation to the construction of a building on the instant site, the Subdivision Construction Co., Ltd. (hereinafter “Woos Construction”) concluded with the Defendant a sale management trust agreement with the content that the Defendant entrusts the site to the Defendant.

B. On November 29, 201, 201, Subdivision Construction entered into a contract for the receipt, management, and execution of the sales proceeds, etc. of the said building with the Defendant, the Si Construction Co., Ltd. (hereinafter “END Construction”), the Si Co., Ltd. (hereinafter “END”), the Japanese Agricultural Cooperative, the loan financial institution, and the change of agency business agreements and agency business agreements with the Busan Agricultural Cooperative, the loan financial institution (hereinafter “agency Contract”). According to the foregoing agency contract, Subdivision Construction shall delegate the receipt, management, and execution of the sales proceeds, etc. of the said building to the Defendant, and transfer

C. On June 7, 2012, the Plaintiff entered into a sales contract with the Defendant for the purchase of the instant heading room with the Plaintiff. The said sales contract includes the following:

○ The Plaintiff’s claim for the sale price against the Plaintiff is transferred to the Defendant, and the Plaintiff approves it.

○ The Plaintiff shall deposit the sales price into the Defendant’s account.

The plaintiff agrees to manage the proceeds of sale in accordance with the sale management trust contract and the agency business contract.

D. On June 7, 2012, the Plaintiff deposited down payment and intermediate payment into the Defendant’s account in the name of the Defendant.

E. The Plaintiff and the Russ Construction rescinded an agreement on July 2012.

3. As can be seen from the above facts, Subdivision Construction entered into a sales contract with the Plaintiff under which the Plaintiff transferred a claim for the sale price to the Defendant according to the agency contract with the Defendant and had the Plaintiff pay the sale price directly to the Defendant. In addition, according to the above legal principles, the Plaintiff paid the sale price directly to the Defendant by shortening the process of paying the sale price pursuant to the sales contract. Under the above legal principles, the Defendant’s receipt of the sale price is the receipt of the sale price from the unit construction on the legal ground of the contract with the unit construction, and it cannot be deemed that there is no legal ground. In addition, unless the agency contract is terminated, the Defendant has the right to own the sale price lawfully, and the Plaintiff entered into a sales contract with the Defendant with the consent of the Defendant to exercise the above rights under the agency contract. If the Plaintiff grants the Defendant to demand the return of the sale price upon the cancellation of the contract with the Defendant, this would be a transfer to the Defendant under his own responsibility, which would result in a violation of the principle of contract law, and thus, it cannot be viewed as unjust against the Plaintiff and the Defendant.

4. Nevertheless, the lower court erred by misapprehending the legal doctrine as to unjust enrichment by deeming that the Defendant received the sales price from the Plaintiff and thereby accepting the Plaintiff’s claim for restitution of unjust enrichment. The Supreme Court Decision 2000Da22850 Decided January 24, 2003 cited in the lower judgment is different from the instant case, and thus, it is inappropriate to invoke the instant case.

5. Therefore, the part of the lower judgment against the Defendant is reversed, and that part of 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 Min Il-young (Presiding Justice)