(영문) 대법원 2016.06.23 2013다87017



The judgment below

Among the principal lawsuit and the part against the Defendant regarding the counterclaim, the part against the Defendant is reversed, and this part of the case is remanded.


The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Regarding ground of appeal No. 2

A. Ratification of an invalidation is a single act with the knowledge of the invalidation and the effect of such an act to vest in the person in question. Thus, if there are circumstances to deem that the person in question sufficiently understand the legal status faced by the act and, on the basis of the person’s truth, it can be deemed that ratification has been made impliedly, in a case where it is difficult to deem that the result of the act belongs to the person in question.

(see, e.g., Supreme Court Decision 2010Da83199, Feb. 10, 2011). B.

The judgment below

According to the reasoning of the first instance judgment partially accepted by the lower court, the lower court determined that it is difficult to view that the issuing of a promissory note with a face value of KRW 2.1 billion at sight (hereinafter “instant note”) issued by the Defendant-Counterclaim Plaintiff (hereinafter “Defendant”) on August 20, 1994, which was the representative director prior to the commencement of the company reorganization procedure, was ratified solely based on the facts stated in its reasoning.

C. However, in light of the legal principles as seen earlier, this part of the judgment below is difficult to accept.

(1) The reasoning of the lower judgment, the reasoning of the first instance judgment partially admitted by the lower court, and the following circumstances revealed by the record, namely, the company reorganization procedure against the Defendant was commenced around 191 and approved by the Suwon District Court on March 2, 1992 from the Suwon District Court. At the time of the issuance of the Promissory Notes, the Defendant’s custodian, the reorganization company, was J. After the issuance of the Promissory Notes, it was changed to K. Since K, K was appointed as the manager, and it drafted a number of additional agreements and agreements related to the discretionary processing contract concluded between the Defendant and the gold Petroleum chemical (hereinafter “gold Petroleum chemical”) from around 1984.