【Holding】
Where an investor who acquired the status of a shareholder by subscribing to new shares issued by a company to raise funds agreed with a third party, such as the company's majority shareholder or representative director, that the company would be listed within a certain deadline and that the third party would pay money to the investor if the company failed to be listed within the deadline, the criteria for determining whether the third party's obligation to pay money to the investor arises
【Summary of Decision】
Where a person who acquired the status of a shareholder by subscribing to new shares issued by a company to raise funds (hereinafter the "investor") agreed with a third party, such as the company's majority shareholder or representative director, that the company would be listed within a certain deadline and that the third party would pay money to the investor if the company failed to be listed within the deadline, whether the third party's obligation to pay money to the investor arises should be reasonably determined in accordance with logic and the rules of experience by comprehensively examining the motive and circumstances in which the agreement was concluded between the parties, the content of its wording, the purpose to be achieved by the agreement, the manner in which the obligation is specified in the contract and the role of the creditor in the performance of the obligation, the true intent of the parties, whether the nature of the money agreed to be paid is a penalty for breach of contract premised on the third party's non-performance of an obligation or simply an agreed sum conditioned on the failure to be listed, etc.
【Referenced Statutes】
Article 105 of the Civil Act
(Source: Supreme Court Decision 2026Da201223, August 13, 2026 | Judicial Information Disclosure Portal, Supreme Court of Korea)
2026. 10. 26. · By Attorney Dongwoo Shin
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