【Holding】
[1] Method of interpreting a contract where there is a dispute over its interpretation and effect
[2] In a case where A company, a home shopping business operator, requested B company, an appraisal business operator, to appraise shoes of a famous foreign brand that were parallel-imported goods, received an appraisal that they were genuine, and sold them, but then received from the Korea Trade Commission under the Ministry of Trade, Industry and Energy a determination of unfair trade practice and a disposition ordering suspension of the import and sale, etc. on the ground that the goods were counterfeit, and thereafter filed an administrative suit seeking revocation thereof but lost and the judgment became final, and then sought against B company the performance of liability under the contract clause providing that "where goods that received the appraisal guarantee service are found to be counterfeit, B company shall bear all liability related thereto and shall compensate twice the price of the relevant goods," the Court held that, in light of the reasoning of the judgment in the related administrative suit, there can be regarded as having been an explicit and objective public determination and confirmation that the goods substantially differ in quality from genuine goods, and as that judgment became final, the goods were treated as counterfeit rather than genuine goods in the domestic market and could no longer be normally traded or distributed, so that it can be regarded as having been publicly found in the domestic market that the goods are not identical to genuine goods in terms of identity of quality; nevertheless, the lower court, which held otherwise, erred in its misapprehension of legal principles, etc.
【Summary of Decision】
[1] In interpreting a contract, one should not be bound only by its formal wording but should inquire into the true intent of both parties. The wording of the contract should first serve as the starting point for interpreting the contract, and where there is nevertheless a dispute between the parties over the interpretation and effect of the contract, the contract should be reasonably interpreted in accordance with the rules of logic and experience and the common sense of society and generally accepted ideas of transactions, by comprehensively considering the form, content, and nature of the contract, the motive and background of its conclusion, the purpose to be achieved by the contract, the true intent of the parties, transaction practices, etc.
[2] In a case where A company, a home shopping business operator, requested B company, an appraisal business operator, to appraise shoes of a famous foreign brand that were parallel-imported goods, received an appraisal that they were genuine, and sold them, but then received from the Korea Trade Commission under the Ministry of Trade, Industry and Energy a determination of unfair trade practice and a disposition ordering suspension of the import and sale, etc. on the ground that the goods were counterfeit, and thereafter filed an administrative suit seeking revocation thereof but lost and the judgment became final on grounds such as that the goods differed in quality from genuine goods and that there were also doubts about their distribution channel, and then sought against B company the performance of liability under the contract clause providing that "where goods that received the appraisal guarantee service are found to be counterfeit, B company shall bear all liability related thereto and shall compensate twice the price of the relevant goods," and the lower court rejected A company's claim on grounds such as that the appraisal guarantee under the appraisal guarantee service contract is limited to appraising and guaranteeing the identity of quality, that the goods appear not to have been recognized as genuine goods in the related administrative suit because, in addition to the difference in quality, their distribution channel was not revealed, and that it is difficult to conclude that the goods would have been determined to be counterfeit solely on the basis of the difference in quality at issue had there been no problem with the distribution channel, the Court held as follows: considering the purport and wording of the appraisal guarantee service contract, the contract clause may be regarded as a contract whereby, "where goods that received B company's appraisal guarantee are found not to be genuine goods having the same quality as genuine goods," B company bears responsibility for the result and guarantees against the resulting loss regardless of whether B company is at fault, and "being found to be counterfeit" as prescribed in the contract clause as a requirement for such liability means a case where the relevant goods can be regarded, from the perspective of an average ordinary person in our society in light of transactional notions or the rules of experience, as having been "definitively determined not to satisfy the requirements for lawful parallel importation of genuine goods in terms of identity of quality"; in light of the reasoning of the judgment in the related administrative suit, there can be regarded as having been an explicit and objective public determination and confirmation that the goods substantially differ in quality from genuine goods, and as that judgment became final, the goods were treated as counterfeit rather than genuine goods in the domestic market and could no longer be normally traded or distributed, so that it can be regarded as having been publicly found in the domestic market that the goods are not identical to genuine goods in terms of identity of quality; nevertheless, the lower court, which held otherwise, erred in its misapprehension of legal principles, etc.
【Referenced Statutes】
[1] Article 105 of the Civil Act [2] Article 105 of the Civil Act
【Referenced Precedents】
[1] Supreme Court Decision 2025Da210104, November 20, 2025 (Gong2026Sang, 99)
(Source: Supreme Court Decision 2026Da200569, August 13, 2026 | Judicial Information Disclosure Portal, Supreme Court of Korea)
2026. 10. 26. · By Attorney Dongwoo Shin
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