1. As to the grounds of appeal Nos. 1 and 3

A. In a case where the representative director of a stock company did not undergo a resolution of the board of directors with respect to external transactions, and the other party to the transactions knew or could have known that there was no resolution of the board of directors, the transaction is null and void between the company and the other party to

However, if the company seeks to claim that the above transaction is invalid because it did not go through a resolution of the board of directors, it must prove that the third party was aware of the absence of a resolution of the board of directors or was grossly negligent in not knowing that the resolution was made by the board of directors in good faith.

(1) In cases where a bankruptcy creditor is declared bankrupt, a bankruptcy creditor cannot exercise any bankruptcy claim without resorting to bankruptcy proceedings, and the bankruptcy creditor performs his/her duties with due care as a good manager for the common interest of all bankruptcy creditors, and thus, the bankruptcy creditor has a status as a third party who has an interest in the property independently with the bankrupt (see, e.g., Supreme Court Decisions 200Da20670, Apr. 29, 201; 2003Da64688, Mar. 25, 2004). If the bankrupt party becomes liable for transactions with the other party company and the board of directors of the other party company but the other party is declared bankrupt without a resolution of the board of directors, barring special circumstances, the other party company and the other party company are declared bankrupt.