2. Two stock companies;

2. The plaintiff's claim against the defendant ○ corporation is dismissed.

3. Of the costs of lawsuit, the part arising between the Plaintiff and Defendant △△△ is borne by the said Defendant, and the part arising between the Plaintiff and Defendant 200 is borne by the Plaintiff

4. Paragraph 1 can be provisionally executed.

The defendant of the Gu office shall jointly and severally pay 85,00,000 won with 6% interest per annum from January 3, 2012 to the service date of a copy of the complaint of this case, and 20% interest per annum from the next day to the day of complete payment.

가. 망□□□(夫)와 ■■■(妻)은 혼인하여 원고를 비롯한 5명의 자녀를 두었다.

B. The networkOO established Defendant 200 Co., Ltd. (hereinafter “Defendant Co., Ltd”).

피고 회사는 여객운송사업 등을 목적으로 하는 법인으로, 택시 영업을 하고 있고, 현재 피고 AAA과 딸인 ▲▲▲이 피고 회사의 공동대표이사를 맡고 있다.

C. The Plaintiff was a shareholder and director of the Defendant Company. The Plaintiff transferred all shares to Defendant △△△△△, and completed the registration of resignation of director on March 5, 2010.

【Ground of recognition】 The fact that there has been no dispute, Gap evidence 6, Eul evidence, Eul evidence 8, Eul evidence 37, the purport of the whole pleadings

2. Determination as to Defendant AA’s claim

Comprehensively taking account of the overall descriptions and arguments of Gap evidence 1 (Evidence 5-2, Gap evidence 17, Eul evidence 3) and Eul evidence 5-1 (Evidence 16-2, Eul evidence 4, the same as the evidence) and the whole purport of the arguments, defendant △△△△ shall pay 10 million won to the plaintiff on March 2, 2010 on two occasions (the amount shall be KRW 50 million on March 15, 2010, KRW 50 million on March 30, 2010, KRW 50 million on March 30, 2010, and KRW 125 million on three occasions (0.5% on February 30, 201, KRW 200,000 on the loan of KRW 40,000 on three occasions (the agreement of this case).

Meanwhile, on the other hand, the Plaintiff is a person who received interest on the instant second agreement by March 15, 2010 and April 30, 2010, in total, KRW 10 million, each of which was KRW 50 million on December 30, 2010; KRW 10 million on February 1, 2011; KRW 20 million on March 2, 201; KRW 10 million on March 31, 201; and the fact that the said repayment was appropriated for the repayment of KRW 40 million on January 2, 2012, the parties concerned have no dispute.

According to the above facts of recognition, Defendant △△△ is obligated to pay to the Plaintiff 85 million won (25 million won - 100 million won + (10 million won + 40 million won) and to pay the Plaintiff the agreed interest and delay damages at the rate of 6% per annum from January 3, 2012 to August 1, 2013, which is apparent in the record that the duplicate of the complaint of this case was served on the above Defendant, and the legal delay damages at the rate of 20% per annum from the next day to the day of full payment (the Defendant △△△△△ promised payment to the Plaintiff as the primary debtor, regardless of whether or not the Defendant Company is liable).

3. Determination as to the claim against the defendant company

A. The defendant company's obligation to pay the agreed amount

In full view of the evidence No. 1 (S. evidence, defense that the above loan certificate was forged, but no evidence exists to acknowledge it), evidence No. 5-1 (S. evidence, defense that the above loan certificate was forged, but no evidence exists to acknowledge it), and evidence No. 6 of the evidence No. 6 and the whole purport of the arguments, the defendant company's joint and several liability for the plaintiff of △△△△△ is recognized.

Therefore, barring special circumstances, Defendant Company is jointly and severally liable with Defendant AA to pay the Plaintiff KRW 85 million and damages for delay.

B. Whether the board of directors approves

Article 398 of the Commercial Act (amended by Act No. 10600, Apr. 14, 2011; hereinafter the same) provides that a director may trade with the company on his or her own account, or on the account of a third party, only when the director approves the approval of the board of directors. In this case, whether the plaintiff has obtained the approval of the board of directors of the defendant company

1) Parties’ assertion

A) The Plaintiff asserts that the instant agreement is valid by asserting as follows.

① Since the Plaintiff obtained the approval of the Defendant Company’s board of directors when concluding the instant agreement, the instant agreement is valid.

② Even if the agreement of this case was not approved by the board of directors, the agreement of this case is valid for the following reasons. In other words, the Plaintiff lent KRW 95 million to the Defendant Company several times from November 30, 2004 to January 7, 2008, and the Defendant Company held the board of directors on May 29, 2009 and ratified the Plaintiff’s act of lending money. Thus, even if the agreement of this case was not approved by the board of directors, the above loan portion is valid. In addition, the Plaintiff was in charge of accounting and general affairs while working as an employee of the Defendant Company from October 1, 196 to February 28, 201, and the Plaintiff reached KRW 124 million due to the failure to receive wages from May 2005, and reached KRW 300,000,000,000,000,000 won based on the basic salary, and thus, it is not required to obtain the approval of the Defendant Company’s retirement allowance.

B) The Defendant Company asserts that the instant agreement is null and void, since the Plaintiff did not obtain the approval of the board of directors of the Defendant Company at the time of the instant agreement.

2) Determination

A) Whether approval of board of directors is required or not

According to Article 398 of the Commercial Act, a director may conduct a transaction with a company on his/her or a third party’s account only when approved by the board of directors. Article 398 of the Commercial Act provides that a director shall obtain approval of the board of directors for a transaction between a director and a company. The purport of Article 398 of the Commercial Act is to prevent a director from doing so by using his/her position and thereby promoting his/her own or a third party’s profit and causing losses to the company and its shareholders. As such, a director’s act of lending money to a director with respect to a company, which is likely to conflict between the company and the director, constitutes a director’s own transaction under Article 398 of the Commercial Act and requires approval of the board of directors (see, e.g., Supreme Court Decision 2009Da55808, Jan. 14, 2010). Therefore, the same applies where

However, the statement of evidence No. 19 alone is insufficient to recognize that the defendant company was approved at the time of the agreement of this case, so the agreement of this case is null and void in principle. However, the agreement of this case is merely the meaning of confirming the existing obligation or statutory obligation.If it is difficult to deem that the agreement of this case should be approved by the board of directors, it is difficult to consider that the agreement of this case should be approved by the board of directors. Therefore, the plaintiff

B) Loan portion

The Plaintiff had already obtained the approval of the board of directors at the time of lending KRW 95 million to the Defendant Company. Thus, the part pertaining to the above loans at the time of the instant agreement is limited without obtaining the approval of the board of directors.

살피건대, 갑제3호증(을가제1호증과 같다)의 기재, 이 법원의 대구은행에 대한 사실조회 결과 및 변론 전체의 취지를 종합하면, ① 피고 회사의 대구은행 계좌(061-05-330397-002)에 원고 명의로 2004. 11. 30.에 200만 원, 2004. 12. 3.에 200만 원, 2005. 2. 28.에 200만 원, 2005. 4. 11.에 500만 원, 2006. 12. 8.에 500만 원, 2007. 12. 7.에 2,000만 원, 2008. 1. 7.에 1,000만 원이 입금된 사실, ② 피고 회사의 위 계좌에 원고의 남편 명의로 2005. 2. 28.에 500만 원, 2005. 3. 10. 1,300만 원이 입금된 사실, ③ 원고가 2004. 11. 30.에 600만 원짜리 자기앞수표를 위 계좌에 입금하고, 2006. 10. 19.에 위 계좌에 2,500만 원을 계좌이체한 사실, ④ 피고 회사의 이사회가 2009. 5. 29. 원고로부터 9,500만 원을 월 0.5%로 빌리고 2010. 6. 30.까지 변제하기로 결의하였고, 위 이사회에 이사 서▥▥을 제외한 나머지 이사들(원고, 강학준, 피고 △△△)이 참석한 사실이 인정된다.

According to the above facts of recognition, the Plaintiff lent the sum of KRW 95 million to the interest ledger for the Defendant Company, which constitutes a director’s self-transaction, and thereafter, it shall be deemed that it obtained ratification by the board of directors. Therefore, even if the Plaintiff did not go through the resolution of the board of directors at the time of concluding the instant agreement with the Defendant Company, the part corresponding to the said loan is valid.

C) Wage and retirement allowance portion

1) First, we examine whether the Plaintiff can demand the payment of wages and retirement allowances in the status of the employee of the Defendant Company.

Officers, such as directors and auditors, are delegated by the company for certain business affairs, so they are not in an employment relationship under the direction and supervision of the employer, and therefore, even in the case of receiving a certain amount of remuneration, they cannot be deemed as wages under the Labor Standards Act. Even in the case of paying a retirement allowance to an officer such as a director, etc. under the company's regulations, the said retirement allowance is not a retirement allowance under the Labor Standards Act, but a remuneration for performing duties while in office (see, e.g., Supreme Court Decision 2000Da61312, Feb. 23, 2001).

However, it is not enough to recognize that the plaintiff was employed as the employee of the defendant company in a subordinate position only with the evidence submitted.

2) Next, we examine whether the Plaintiff can claim remuneration as a director of the Defendant Company.

According to Article 388 of the Commercial Act, remuneration for directors of a stock company shall be determined by a resolution of the general meeting of shareholders if the amount is not determined by the articles of incorporation. Since retirement consolation benefits for directors are all kinds of remuneration paid in compensation for the performance of duties while in office and includes remuneration under Article 388 of the Commercial Act, if the articles of incorporation, etc. provides for remuneration or retirement benefits by a resolution of the general meeting of shareholders, a director may not exercise his/her right to claim remuneration or retirement allowances, unless there is any evidence to prove that there was a resolution of the general meeting of shareholders on the amount, payment method, payment time, etc. (see, e.g., Supreme Court Decisions 92Da2828, Dec. 22, 1992; 2004Da25123, Dec. 10, 2004; 201Da74918, Nov. 24, 2011).

According to the evidence evidence No. 23, it is recognized that the articles of incorporation of the defendant company, "Article 18 of the articles of incorporation of the defendant company shall be determined by the board of directors to the effect that a director or an auditor retires, and the retirement consolation money may be paid in accordance with the separate provisions following the resolution of the general meeting of shareholders." However, the plaintiff failed to submit the provisions on retirement consolation money, and there is no provision on the remuneration of directors in addition to retirement consolation money in the articles of incorporation of the defendant company, and there is no evidence to prove that there was a resolution of the general meeting of shareholders

Therefore, unless approved by the board of directors, the part related to wages and retirement allowances (130 million won) in the agreement of this case is invalid.

Therefore, the Plaintiff can seek the payment of the loan amounting to KRW 95 million against the Defendant Company. Since the Plaintiff received the excess amount, as seen earlier, the Plaintiff’s claim against the Defendant Company is without merit.

4. Conclusion

Therefore, the plaintiff's claim against the defendant △△△ is justified, and the claim against the defendant company is dismissed as it is without merit. It is so decided as per Disposition.

Even if the withdrawal has not been made, it does not affect the conclusion.