디센트 법률사무소 | 가상자산전문변호사 / 기업법무변호사 / 형사전문변호사

Successful Appeal Judgment in an Investment Dispute – Claim for Contractual Payment

Client Information: Individual / Plaintiff

Case Details: The client (plaintiff) invested KRW 500 million through a company he represented into another company that was effectively operated by the defendant.

Subsequently, circumstances emerged indicating that the investment funds were used in a manner inconsistent with the originally agreed business purpose. As a result, the client and the defendant entered into a separate personal agreement, distinct from the corporate investment arrangement.

Under this agreement, the defendant personally agreed to repay the KRW 500 million to the client, expressly clarifying that the obligation was not a company-level issue but a personal debt of the defendant.

The parties executed a loan agreement, and to secure the defendant’s repayment obligation, the defendant agreed to establish a pledge over shares he owned in another company.

Despite the agreed repayment deadline passing, the defendant failed to repay the funds. The client prevailed at the first-instance trial on the contractual payment claim. The defendant then appealed, raising complex legal arguments in an attempt to overturn the judgment.

디센트 전략: 1. Clear Distinction Between Investment Agreement and Personal Agreement
Decent Law Firm’s civil litigation team clarified that the client was not denying the validity of the original investment agreement. Rather, the team emphasized that, by its nature, an investment agreement does not automatically give rise to an obligation to return the principal. This explained why a separate personal agreement was subsequently concluded.

2. Legal Characterization of the Agreement
The team demonstrated that the agreement at issue was neither an assignment of claims, an assumption of debt, nor a quasi-loan. Instead, it was a new and independent personal contract formed directly between the plaintiff and the defendant.

Because the original investment agreement did not give rise to any pre-existing claim for repayment of the KRW 500 million, arguments based on claim assignment or debt assumption were legally untenable.

3. Emphasis on Principles of Contract Interpretation
Relying on Supreme Court precedents, the team stressed that, absent special circumstances, the intent of the parties must be interpreted according to the clear wording of the contract. The agreement unambiguously reflected the defendant’s intent to assume personal repayment liability.

4. Legal Nature of the Pledged Shares
The shares provided as security were not a substitute performance (payment in kind), but merely collateral through a pledge. The client never exercised shareholder rights, and the company’s financial condition rendered the shares effectively valueless. Accordingly, the pledged shares could not be deducted from the contractual payment obligation.

결과: "Judgment in Favor of the Plaintiff"

The court accepted the arguments advanced by Decent Law Firm and dismissed the defendant’s appeal, fully upholding the first-instance judgment.

The court confirmed that:

- The parties to the agreement were the plaintiff and the defendant as individuals, not their respective companies;

- The agreement was an independent personal contract, separate from the original investment agreement; and

- All arguments raised by the defendant regarding denial of the investment agreement’s effect or deduction based on pledged shares were without merit.

As a result, the judgment ordering the defendant to pay the full KRW 500 million to the plaintiff was finalized.