A. On July 13, 2015, Defendant C, as the “representative director” of Defendant B Co., Ltd. (hereinafter “Defendant Company”), paid to the Plaintiff a loan certificate stating that “the Defendant Company shall pay KRW 50 million up to July 21, 2015. The Defendant C provided a joint and several surety (hereinafter “the instant loan certificate”).

B. At the time, Defendant C, who was not the representative director of the Defendant Company, was named as the “chairperson” of the Defendant Company, and was working as the actual operator of the Defendant Company.

C. On July 13, 2015, the Plaintiff transferred KRW 50 million to the account under the name of the Defendant Company.

【Reasons for Recognition Gap’s Evidence Nos. 1 and 6, the purport of the whole pleadings

2. Summary of the parties' arguments;

A. The plaintiff 3 is as follows.

B. The Plaintiff and the Defendants Global C&S Co., Ltd. (hereinafter “global C&S”) are running a business to purchase NPL claims on the factory of D Co., Ltd in the process of public sale (hereinafter “instant business”). The Defendants, upon the Plaintiff’s recommendation, were engaged in the instant business.

However, the Plaintiff asked the Defendants that “The Global C&S will not give the Plaintiff a corporation share. If the Plaintiff transfers the amount of KRW 50 million as a bid bond to the Defendant company, the Defendant Company remitted the amount to the global C&S and demanded the corporation share.”

Accordingly, the Defendant Company received KRW 50 million from the Plaintiff and delivered it to the Global C&S.

3. Determination

A. Article 395 of the Commercial Act provides for the liability of the Defendant Company for the act of a director who uses a name that can be recognized as having the authority to represent the Company. Thus, the express representative director must be qualified as a director. However, this provision is based on the doctrine of gold-competing or external theory by display.