Data
- Date:
- 27-03-2025
- Country:
- Republic of Korea
- Number:
- 2021Da242185
- Court:
- Supreme Court
- Parties:
- --
Keywords
PAYMENT OF PRICE (ART. 53 CISG) - SELLER'S RIGHT TO REQUIRE PERFORMANCE OF BUYER'S OBLIGATIONS (ART. 62 CISG)
Abstract
[CLOUT case no. 2254. Abstract prepared by Yewon An]
The Korean claimant (seller) entered into a contract in 2009 with the Russian respondent (buyer) to supply injection molding machines and assembly lines for disposable razor components. Between 2011 and 2014, the seller delivered five molding machines and four assembly lines to the buyer. However, the buyer failed to pay USD 1,162,049 for part of the supplied equipment. In response to the seller’s repeated demands for payment, the buyer proposed several additional agreements
regarding the commissioning and payment. On June 8, 2015, the parties concluded a Second Supplementary Agreement, in which the seller was to carry out commissioning, and the buyer agreed to pay the outstanding amount in eight installments, starting from “the date on which the commissioning confirmation document is signed.” The buyer subsequently refused to sign the confirmation document, arguing that the payment obligation had not yet become due.
The seller claimed that it had fully performed its contractual obligations by delivering
the equipment and completing the commissioning. Therefore, the buyer’s payment obligation under the Second Supplementary Agreement had already become due.
However, the buyer disputes that the first installment of the outstanding payment had not become due, since the buyer had not signed the document. According to the buyer, the payment period would begin only upon the signing of the commissioning confirmation document.
The Court considered whether the buyer’s obligation to pay for the goods is due and payable under the CISG. Under Art. 35(1), the seller must deliver goods that conform to the contract in quality and performance. Under Art. 60, the buyer is obligated not only to take delivery of the goods but also to take all reasonable steps to enable the seller to perform delivery. Art. 59 provides that the buyer must pay the price on the date fixed by or determinable from the contract and the CISG. Where
the buyer fails to perform these obligations, Arts. 61 and 62 entitle the seller to claim performance, including payment. Based on these provisions, the Court found that the seller had delivered the equipment in accordance with the contract and completed the commissioning. Therefore, the Court held that the buyer’s payment obligation had become due under the CISG.
Regarding the clause in the Second Supplementary Agreement stating that the first payment would begin “on the date the commissioning confirmation document is signed,” the Court interpreted this provision as a reference to the objective completion of commissioning, not as a condition enabling the buyer to arbitrarily control the due date by withholding signature. The Court rejected the buyer’s argument that payment was not yet due and held that the seller’s obligations had been fulfilled. Consequently,
the Court found that the buyer had no valid justification for non-payment, and the seller was entitled to claim payment under Arts. 61 and 62 CISG.
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Source
CASE LAW ON UNCITRAL TEXTS (CLOUT (http://www.uncitral.org/uncitral/en/case_law.html), A/CN.9/SER.C/ABSTRACTS/CISG/2254}}