[약속어음금][집10(1)민,022]
In the case where there is a representative director of a foundation corporation, if the holder of a promissory note issued by the executive director was aware of the limitation of the power of representation of the executive director from the beginning, the case is not examined or determined.
If there is a separate representative director, it can be deemed that there is a limitation on the authority to represent the foundation of the executive director.
Articles 59 and 60 of the Civil Act
Yellow Dust
Private Teaching Institutes, an incorporated foundation
Incheon support in the first instance court, Seoul High Court Decision 4293 Civil 20 decided March 30, 1961
The judgment of the court below is reversed.
The case is remanded to Seoul High Court.
The grounds of appeal by the plaintiff's representative are as stated in the annexed appellate brief. The decision of the court below is that the defendant foundation has a separate representative director at the time of issuance of the bill, and the defendant foundation is not a representative at the time of issuance of the bill, since the defendant foundation has no dispute between the parties that the defendant foundation had been a director of the defendant foundation at the time of issuance of the bill of this case, the representative director at the time of issuance of the bill of this case was not the representative of the defendant foundation. Thus, the defendant foundation is contrary to Article 59 of the Civil Code that the director at the time of issuance of the bill of this case represents each corporation with respect to the affairs of the corporation and Article 60 that the restriction on the director's power of representation cannot be set up against the non-party's directors at the time of issuance of the bill of this case. Thus, the internal relationship between the defendant foundation foundation and the defendant foundation is naturally liable
According to the facts established in the judgment of the court below, the non-party 1 entered into a promissory note under the name of the executive director of the defendant foundation. The plaintiff was the holder, and the non-party was not the representative director of the defendant foundation at the time of the issuance of the Promissory note, but the director was the representative director of the defendant foundation. According to Article 59 of the Civil Code, the limitation on the director's power of representation can not be set up against the third party acting in good faith. However, in this case, since the defendant 1 has a representative director, it should be deemed that there is a limit on the right of representation of the defendant foundation as the plaintiff foundation. This is why the judgment of the court below should have determined whether the plaintiff was not entitled to represent the defendant foundation, because the plaintiff 1 was the holder of a promissory note issued in this case, and it should be decided whether the plaintiff 1 could be exempt from the liability to represent the defendant foundation because it is not a representative director of the defendant foundation, and the reasons for the judgment of the court below should be reversed.
Therefore, it is so decided as per Disposition by the assent of all participating judges by applying Article 406 of the Civil Procedure Act.
Justices of the Supreme Court (Presiding Judge) Na-ho (Presiding Judge)