물품 공급계약의 특허 비침해 보증에 관한 소고 - 서울중앙지방법원 2025. 1. 9. 선고 2023가합54172(본소), 2024가합111829(반소) 판결을 계기로 -

A patent non-infringement warranty clause is widely used in supply contracts. This clause essentially guarantees, on the supplier’s side, that supplied goods do not infringe on patents, and indemnifies the other party from resulting damages. However, there was almost no domestic dispute case that can be referenced for interpretation of such a clause. Against this backdrop, a recent court case came to deal with this issue: Seoul Central District Court decision dated January 9, 2025, Case No. 2023GaHap54172, 2024GaHap111829 (hereinafter “Subject decision”). This study examines the legal nature of the non-infringement warranty clause and the factors to consider in their interpretation. Generally, a non-infringement warranty clause serves to such functions as information disclosure, risk allocation, and price adjustment. While a typical non-infringement warranty clause consissts of two parts: a simple warranty of non-infringement and the supplier’s duty to respond to, cooperate with and indemnify the purchaser. Japanese court rulings confirm that the violation of the former should be based on the finding of patent infringement, which implies importance of the latter in practice. Also examined in this study are factors to consider in interpreting a non-infringement warranty clause in each step of determining the validity of the clause, breach of obligation, and calculation of damages. Subject decision bears implications in that it characterized the legal nature of a breach of non-infringement warranty as default of contractual obligation, which accords to prior case law on representation and warranty clauses. Subject decision is also significant as it attempted to reduce damages by considering principles of equity and the purchaser's attribution to such damages. However, some limitations are seen in Subject decision: court (a) did not make legal determination on patent infringement while it is not a purely factual matter; (b) failed to clarify the applicability of specific principles like comparative negligence and/or offset of gains and losses as grounds for reducing damages; (c) interpreted the warranty clause in a formalistic manner, which led to seemingly unreasonable conclusion in view of the realities of commercial transaction.