Open Decision Ledger · Civil obligations & remedies
Partial invalidity where several contracts form one economic whole
Supreme Court, Sept. 11, 2025, 2025Da210915 (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: 명의대여수수료반환청구의소
Official text on the National Law Information Center
Question
In applying Article 137 of the Civil Act to a nominee-named subscription fee case, does the partial invalidity doctrine reach a fee agreement where the subscription contracts, the interim-payment loans taken in the subscribers' names and the fee payments were carried out as an economic and factual whole forming the relationship of a single contract?
Holding
The partial invalidity doctrine applies where several contracts are carried out as an economic and factual whole, standing in the relationship of a single contract. Here the subscription agreements, the interim-payment loans in the defendants' names, the payment of the interim amounts and the fee agreements formed such a whole, and the fees were paid comprehensively as consideration for that series of acts, so they could not be severed from the void subscription agreements. Because the court below treated the fee agreements as separable and valid, it misapplied Article 137 of the Civil Act in a way that affected its judgment.
Points at issue, verbatim
여러 개의 계약 전부가 경제적, 사실적으로 일체로서 행하여져 하나의 계약인 것과 같은 관계에 있는 경우, 법률행위의 일부무효 법리가 적용되는지 여부(적극)
Unofficial English translation
Where all of several contracts are carried out as an economic and factual whole and stand in a relationship as if they were a single contract, whether the legal principle of partial nullity of a juristic act applies (affirmative)
Disposition
Reversed and remanded Stated in the decision
원심판결을 파기하고, 사건을 서울북부지방법원에 환송한다.
Unofficial English translation
The judgment of the court below is reversed, and the case is remanded to the Seoul Northern District Court.
Form of the test
Elements stated Stated in the decision
여기서 당사자의 의사는 법률행위의 일부가 무효임을 법률행위 당시에 알았다면 의욕하였을 가정적 효과의사를 가리키는 것이고, 그 증명책임은 나머지 부분의 유효를 주장하는 자에게 있다
Unofficial English translation
Here, the intention of the parties refers to the hypothetical intention as to effect that would have been intended had they known, at the time of the juristic act, that a part of the juristic act was null and void, and the burden of proof thereof lies with the person who asserts the validity of the remaining part
Factors
- 일부무효 법리를 정한 민법 제137조에서 ‘당사자의 의사’의 의미
- 여러 개의 계약 전부가 경제적, 사실적으로 일체로서 행하여져 하나의 계약인 것과 같은 관계에 있는 경우, 법률행위의 일부무효 법리가 적용되는지 여부(적극)
Unofficial English translation
• The meaning of 'the intention of the parties' in Article 137 of the Civil Act, which sets forth the legal principle of partial nullity
• Where all of several contracts are carried out as an economic and factual whole and stand in a relationship as if they were a single contract, whether the legal principle of partial nullity of a juristic act applies (affirmative)
Relation to precedent
Follows earlier decisions Stated in the decision
대법원 2015. 1. 29. 선고 2013다204508, 2013다204515 판결 등 참조
Unofficial English translation
See, e.g., Supreme Court Decision 2013Da204508, 2013Da204515, decided January 29, 2015
Decisions referred to
대법원 2015. 1. 29. 선고 2013다204508, 204515 판결, 대법원 2023. 2. 2. 선고 2019다232277 판결(공2023상, 485)
Burden of proof
The party asserting Stated in the decision
그 증명책임은 나머지 부분의 유효를 주장하는 자에게 있다
Unofficial English translation
The burden of proof thereof lies with the person who asserts the validity of the remaining part
Open question and revisit condition
If a defendant had already repaid the interim-payment loan or the plaintiff had taken over the loan debt, could that defendant still be said to have had the hypothetical intention to keep the fee agreement without the void subscription agreements?
The remand judgment of the Seoul Northern District Court in case 2024Na30879, once it examines the hypothetical intention and the burden of proof on the party asserting the validity of the remainder, would show how this test is applied. An amendment to Article 137 of the Civil Act, or a later Supreme Court decision on when several contracts form one economic and factual whole, would require this entry to be read again.
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 8 (open question and revisit condition).
Axis 8 (Open question and revisit condition): Primary “If a defendant had already repaid the interim-payment loan or the plaintiff had taken over the loan debt, could that defendant still be said to have had the hypothetical intention to keep the fee agreement without the void subscription agreements?” vs Independent “Do any remaining grounds not addressed by the Supreme Court affect the ultimate scope of the fee-restitution claims?”
The primary reading asks how loan repayment or assumption affects hypothetical intent, whereas the independent reading asks how unaddressed grounds affect the restitution claim's ultimate scope.
여러 개의 계약 전부가 경제적, 사실적으로 일체로서 행하여져 하나의 계약인 것과 같은 관계에 있는 경우, 법률행위의 일부무효 법리가 적용되는지 여부(적극)Raw 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 Northern District Court, in its judgment of 13 February 2025 (2024Na30879), held that each subscription agreement was void as a sham and that the parties' real intention was a nominee arrangement for the interim-payment loan plus a fee agreement. It held that the fee agreements were consideration for that nominee arrangement rather than for a valid subscription, and that since the nominee arrangements had been performed and the plaintiff had received the interim-payment loan funds, the fee agreements could not be held void, so it rejected the plaintiff's claim for restitution of the fees.
Supreme Court standard: The Supreme Court held that the subscription agreements, the loans taken in the defendants' names, the payment of the interim amounts and the fee agreements were carried out as an economic and factual whole, standing in the relationship of a single contract, and that the fees were paid comprehensively as consideration for that series of acts and could not be severed. Because the loans in the defendants' names necessarily presupposed the subscription agreements and could not be separated from them, it could not be concluded that the defendants had the hypothetical intention to keep the nominee arrangement, still less the fee agreement alone, after the subscription agreements were void. The court below had thus misapplied the partial invalidity doctrine in Article 137 of the Civil Act, and the judgment was reversed and remanded.
Distinguishing conditions
- A case in which the subscription agreements are valid, so that no part of the transaction is void.
- A case in which the party claiming that the fee agreements survive proves the hypothetical intention to have entered them without the invalid subscription agreements.
- A case in which the fee was paid for services genuinely separable from the subscription and loan chain, so that the contracts do not form one economic and factual whole.
Record verification notes
Set the file against four points: whether each subscription agreement was found to be a sham and void, whether the interim-payment loans were taken in the defendants' names under clauses in the same contracts, whether the fees were paid as consideration for the whole chain of acts rather than for the nominee arrangement alone, and who claims that the fee agreements remain valid. The Supreme Court held that the interim-payment loans necessarily presupposed the subscription agreements and that the nominee arrangement for the loan was not a separable separate legal act, so it could not be concluded that the defendants had hypothetical intention to keep the nominee arrangement, still less the fee agreement alone, after the subscription agreements were void; whether repayment of the loan or takeover of the loan debt would change that was not decided. Note that the conviction of the chairperson of the plaintiff at the time of the subscription contracts and the fee payments, Suwon High Court judgment of 18 April 2023 (2022No897), became final on 21 September 2023, and check its bearing on your facts.
From the official text
Points at issue
일부무효 법리를 정한 민법 제137조에서 ‘당사자의 의사’의 의미 / 여러 개의 계약 전부가 경제적, 사실적으로 일체로서 행하여져 하나의 계약인 것과 같은 관계에 있는 경우, 법률행위의 일부무효 법리가 적용되는지 여부(적극)
Unofficial English translation
The meaning of 'the intention of the parties' in Article 137 of the Civil Act, which sets forth the legal principle of partial nullity / Whether the legal principle of partial nullity of a juristic act applies where all of several contracts are carried out as an economic and factual whole and stand in a relationship as if they were a single contract (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
원심판결을 파기하고, 사건을 서울북부지방법원에 환송한다.
Unofficial English translation
The judgment of the court below is reversed, and the case is remanded to the Seoul Northern District Court.
Provisions referred to
민법 제137조
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.
Every entry is published only after all quotes have been matched character by character against the official text, and audited by an independent second reading from a different model family across all eight axes. Both agreed axes and text-grounded interpretive divergences are recorded openly. The ledger is a research record, not an assessment of the court or advice on any matter.
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