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| TITLE | Supreme Court Decision 2019Da201662 Decided July 28, 2022 【Stock Returns】 [full Text] |
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| Summary | |
| 【Main Issues and Holdings】 [1] Whether the assumption of obligations stipulated in Article 34 of the former Act on Private International Law may include overlapping assumption of obligations as well as discharging assumption of obligations (affirmative) Where the overlapping assumption of obligations is conducted by an agreement among an obligee, obligor, and accepter, the law applicable to the obligations that the accepter should bear for the obligee (held: the law applicable to legal relations between an obligee and an obligor) [2] The law applicable to the obligations under a contract in accordance with Article 25(1) of the former Act on Private International Law (held: the law explicitly or implicitly chosen by an obligor in the process of entering into a contract with an obligee) Matters to be considered when recognizing the implicit choice regarding the applicable law [3] In a case where Party A who has Korean nationality entered into a contract for lending the stocks of Foreign Company C established according to the Swiss law with Stock Company B and then concluded a tripartite stock redemption agreement with Stock Company B and Foreign Company C; however, as Foreign Company C was merged into Foreign Company D, Party A, arguing that Foreign Company C additionally assumed the obligations of Stock Company B to return the above stocks for Party A, claimed the performance of the duty to return the above stocks against Foreign Company D, the case holding that viewing that the law applicable to the above contract for lending stocks should be governed by the law of the Republic of Korea is consistent with the implicit intention of Party A and Stock Company B, and thus where Party A claimed the return of the stocks against Foreign Company D that merged Foreign Company C, the law applicable to such legal relations should be the law of the Republic of Korea | |
