Open Decision Ledger · Capital markets & finance
Loss measure, set-off and appraisal choice in a commercial paper tort claim
Supreme Court, Aug. 14, 2025, 2024Da228449 (judgment)
No holding summary · checked against points at issue. The official text publishes no summary of the holding for this decision. The quotation and factors in this record are copied verbatim from the points at issue; the evidence for each axis is taken from the points at issue, the order and the reasons.
Case name: 손해배상(기)
Official text on the National Law Information Center
Question
Where a purchaser claims tort damages because material misstatements in an audit report ruined the valuation of the commercial paper it bought, how is the loss measured and as of what date, may benefits it later recovered be set off, and which of differing appraisal results may the trial court adopt?
Holding
The loss is the purchase price of the commercial paper less its actual value, that is, the value it would have had had the misstatements not been made, and in principle it is measured as of the time of the tort, the purchase of the paper. Set-off of a later gain requires that the gain arose from the act giving rise to liability, bear an adequate causal relation to it, and correspond to the range of loss to be compensated. An appraiser's result is to be respected unless its method is contrary to experience or lacks rationality, and where several differing results lack such manifest error, choosing which to adopt is in principle for the trial court.
Points at issue, verbatim
감사보고서 등의 중요사항에 관한 부실 기재로 기업어음의 가치평가를 그르쳐 기업어음 매입으로 손해를 입었다는 이유로 민법상 불법행위에 따른 손해배상을 구하는 경우, 손해액 산정 방법과 기준 시점(=기업어음 매입 시)
Unofficial English translation
Where damages under a tort (unlawful act) under the Civil Act are sought on the ground that losses were suffered from the purchase of commercial paper as a result of the valuation of the commercial paper being made erroneously owing to false entries in material matters of the audit report, etc., the method of calculating the amount of damage and the reference point in time (= the time of purchase of the commercial paper)
Disposition
Dismissed Stated in the decision
상고를 모두 기각한다.
Unofficial English translation
All appeals are dismissed.
Form of the test
Elements stated Stated in the decision
손해배상액 산정에서 손익상계가 허용되기 위해서는 손해배상책임의 원인이 되는 행위로 인하여 피해자가 새로운 이득을 얻었고 그 이득과 손해배상책임의 원인행위 사이에 상당인과관계가 있어야 하며 그 이득은 배상의무자가 배상하여야 할 손해의 범위에 대응하는 것이어야 한다
Unofficial English translation
In order for offsetting of gains and losses to be permitted in the calculation of the amount of damages, the victim must have obtained a new gain by reason of the act that gives rise to liability for damages, there must be adequate causation between that gain and the act giving rise to liability for damages, and the gain must correspond to the scope of the damage that the person liable for compensation must compensate
Factors
- 손해액 산정 방법과 기준 시점(=기업어음 매입 시)
- 손해배상액 산정에서 손익상계가 허용되기 위한 요건
- 감정인의 감정 결과의 증명력
- 상이한 여러 감정 결과 중 어느 감정 결과를 채택할 것인지가 사실심 법원의 전권에 속하는지 여부(원칙적 적극)
Unofficial English translation
• the method of calculating the amount of damage and the reference point in time (= the time of purchase of the commercial paper)
• requirements for offsetting of gains and losses to be permitted in the calculation of the amount of damages
• probative value of an expert's appraisal result
• whether it falls within the full authority of the court of fact-finding to adopt one of the differing appraisal results (principally affirmative)
Relation to precedent
Follows earlier decisions Stated in the decision
대법원 2008. 6. 26. 선고 2007다90647 판결, 대법원 2015. 11. 27. 선고 2013다211032 판결 등 참조
Unofficial English translation
See, e.g., Supreme Court Decision 2007Da90647 decided June 26, 2008, Supreme Court Decision 2013Da211032 decided November 27, 2015, etc.
Decisions referred to
[1] 대법원 2008. 6. 26. 선고 2007다90647 판결(공2008하, 1065), 대법원 2015. 11. 27. 선고 2013다211032 판결(공2016상, 29) / [2] 대법원 2008. 9. 25. 선고 2006다18228 판결(공2008하, 1428), 대법원 2025. 6. 12. 선고 2021다256696, 256702 판결(공2025하, 1201) / [3] 대법원 1992. 4. 10. 선고 91다44674 판결(공1992, 1543), 대법원 2007. 2. 22. 선고 2004다70420, 70437 판결, 대법원 2012. 11. 29. 선고 2010다93790 판결(공2013상, 5), 대법원 2018. 10. 12. 선고 2016다243115 판결(공2018하, 2082)
Burden of proof
Not addressed Not in the decision
Open question and revisit condition
How much time must elapse after the window-dressing is made public before a later restructuring agreement breaks the causal link between the false disclosure and the benefits the purchaser recovers?
A later decision treating benefits received under a post-disclosure restructuring agreement as offsettable, or fixing a different base date for the loss, would require this entry to be read again. The same would follow from an amendment to the loss-measurement rule in Article 393 of the Civil Act, to Article 170(1) of the former Financial Investment Services and Capital Markets Act, or to Article 17(2) of the former External Audit of Stock Companies Act, which the decision cites as Article 31(2) of the current Act on External Audit of Stock Companies.
Cross-family AI independent reading & axis check
7 of 8 axes matched GPT-6 Astra (OpenAI, codex CLI) · 2026-10-24
A reader from another model family (GPT-6 Astra), given the official text but not the primary reading, agreed on 7 of the 8 axes; the readings differed on axis 5 (factors).
Axis 5 (Factors): Primary “손해액 산정 방법과 기준 시점(=기업어음 매입 시) / 손해배상액 산정에서 손익상계가 허용되기 위한 요건 / 감정인의 감정 결과의 증명력 / 상이한 여러 감정 결과 중 어느 감정 결과를 채택할 것인지가 사실심 법원의 전권에 속하는지 여부(원칙적 적극)” vs Independent “감사보고서 등의 중요사항에 관한 부실 기재 / 기업어음의 가치평가 / 기업어음 매입 시 / 감정인의 감정 결과의 증명력”
Although valuation timing and appraisal evidence overlap, the primary reading centers on set-off requirements and appraisal selection, whereas the independent reading emphasizes misstatements and valuation without the central set-off requirements.
감사보고서 등의 중요사항에 관한 부실 기재Raw responses and comparison record: Protocol · Blind readings (JSONL) · Axis comparison (JSONL) · SHA-256 (JSON)
Lower-court contrast & scope of application
Lower-court reading vs. Supreme Court holding
Lower-court context: The Seoul High Court, in its judgment of 7 February 2024 (2022Na2046641), held that the debt adjustment under the agreement could not be read to cover the tort damages claim, which differs from the notes claim in object and legal nature, and that the plaintiff had not shown an intention to waive or release it. It measured the loss as the purchase price of the notes less the normal price that would have formed had the window-dressing not occurred, taking 17 April 2015, the day the plaintiff acquired the notes, as the base date, and adopted the appraisal of a non-party appraiser that fixed the normal price as of that date. It declined to set off the amount recovered through the debt-equity swap or recoverable under the adjusted repayment schedule, holding those benefits arose only later under the separately concluded agreement and could not be said to bear an adequate causal relation with the act giving rise to liability. It limited the liability of one corporate defendant to 70% of the total loss and that of the accounting firm to 30%.
Supreme Court standard: The Supreme Court found no error on any ground of appeal. It held that the court below had not misunderstood the law on the construction and effect of the agreement, on the measure of loss, set-off and the burden of proof, or on the evidential weight of appraisal results, and had not exceeded the limits of free evaluation or misapplied the law on limiting liability. All the appeals were dismissed in the unanimous opinion of the participating Justices, each side bearing the costs of its own appeal.
Distinguishing conditions
- A case in which the benefit the purchaser recovered can be traced to the act that ruined the valuation, since set-off requires adequate causal relation with the act giving rise to liability.
- A case in which the appraisal result the trial court adopted shows a manifest error, such as a method contrary to experience or devoid of rationality.
- A case in which the settlement agreement is construed to reach the damages claim itself, since the court below read this agreement as adjusting only the notes claim of a different object and legal nature.
Record verification notes
Fix the base date first, since the measure the Court restated is in principle calculated as of the time of the tort, which the court below found to be 17 April 2015. Then trace each sum the purchaser says it recovered either to the false disclosure or to the later separately concluded agreement, because the set-off test turns on adequate causal relation with the act. Finally, read the several appraisal reports for their methods, as the choice among them belongs to the trial court unless a method is manifestly flawed.
From the official text
Points at issue
[1] 감사보고서 등의 중요사항에 관한 부실 기재로 기업어음의 가치평가를 그르쳐 기업어음 매입으로 손해를 입었다는 이유로 민법상 불법행위에 따른 손해배상을 구하는 경우, 손해액 산정 방법과 기준 시점(=기업어음 매입 시) [2] 손해배상액 산정에서 손익상계가 허용되기 위한 요건 [3] 감정인의 감정 결과의 증명력 / 상이한 여러 감정 결과 중 어느 감정 결과를 채택할 것인지가 사실심 법원의 전권에 속하는지 여부(원칙적 적극)
Unofficial English translation
[1] Where damages under a tort (unlawful act) under the Civil Act are sought on the ground that losses were suffered from the purchase of commercial paper as a result of the valuation of the commercial paper being made erroneously owing to false entries in material matters of the audit report, etc., the method of calculating the amount of damage and the reference point in time (= the time of purchase of the commercial paper) [2] Requirements for offsetting of gains and losses to be permitted in the calculation of the amount of damages [3] Probative value of an expert's appraisal result / whether it falls within the full authority of the court of fact-finding to adopt one of the differing appraisal results (principally affirmative)
Summary of the holding
The official text publishes no summary of the holding for this decision. The quotation and factors in this record are copied verbatim from the points at issue; the evidence for each axis is taken from the points at issue, the order and the reasons.
Order
상고를 모두 기각한다. 상고비용 중 원고의 상고로 인한 부분은 원고가, 피고들의 상고로 인한 부분은 피고들이 각 부담한다.
Unofficial English translation
All appeals are dismissed. As for the appeal costs, the portion attributable to the plaintiff's appeal shall be borne by the plaintiff, and the portion attributable to the defendants' appeal shall be borne by the defendants, respectively.
Provisions referred to
[1] 구 자본시장과 금융투자업에 관한 법률(2017. 10. 31. 법률 제15022호로 개정되기 전의 것) 제170조 제1항, 구 주식회사의 외부감사에 관한 법률(2017. 10. 31. 법률 제15022호 주식회사 등의 외부감사에 관한 법률로 전부 개정되기 전의 것) 제17조 제2항(현행 주식회사 등의 외부감사에 관한 법률 제31조 제2항 참조), 민법 제393조, 제750조, 제763조 / [2] 민법 제393조, 제396조, 제750조, 제763조 / [3] 민사소송법 제202조, 제339조 제1항, 제432조
Read 2026-10-24 · Cross-read 2026-10-24. All quotes matched against the official text. The Chinese-character placeholders the court used for anonymised parties are given in their Korean readings, and parenthetical Chinese-character glosses are omitted.
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