손해보전 조항(Indemnity Clause)의 해석

Nowadays, in contrast to the widespread use of the indemnity clause of the Anglo-American law, there is no systematic analysis about it. This article systematically addresses the interpretation of the Indemnity clause. Indemnity is translated into reimbursement, exemption from liability, compensation, and demand for indemnity in Korea, but it is comprehensive meaning in Anglo-American law. Thus, we began to discuss what the legal nature of indemnity is by examining the actual use of it. Thereafter, we focused on the validity of indemnity clause which is paying attention to the allocation of risk among the parties. By examining indemnity clause, it is possible to find a unified solution point of various discussions in academia; for example controversy surrounding the sandbagging clause in representation and warranty, the legal nature of the warranty, and the range of responsibilities in the recall. This article contains an attempt to apply various decisions and theories of the Anglo-American legal system to the interpretation of the indemnity clause in Korean law. However, the legal system of each country is different, and it is not easy to use the discussions of Anglo-American law for interpreting the concepts of Korean laws. However, I believe that such an attempt is indispensable nowadays, as the concepts of Anglo-American law, such as indemnity, quality warranty, non-infringement warranty, and recall, are introduced and widely used. I hope that the discussions in this article will be helpful in the preparation, analysis and development of contracts.