[2] In a case where there was a defect in the resolution of the board of directors concerning a real estate transfer contract which Company A entered into with Company B, the case holding that the above transfer contract constitutes an important disposal of assets of the corporation requiring the resolution of board of directors, and that Company B knew or could have known the defect in the resolution

[2] In a case where there was a defect in the resolution of the board of directors of Company A with respect to a real estate transfer contract entered into with Company B, the case holding that the above transfer contract constitutes an important disposition of assets of Company A which requires the resolution of board of directors pursuant to Article 393(1) of the Commercial Act because it is not reasonable to view that it constitutes the ordinary business of Company A or it constitutes a decision made by the representative director, and that Company B established Company B for special purpose of asset-backed securitization for the purpose of repayment of loan and unpaid construction payment claims, and made Company B to enter into the above transfer contract upon notification of the content certification of Company B’s representative director, etc., and knew of the defect in the resolution of the board of directors of Company B concerning the above transfer contract, in light of the fact that Company B led to the establishment of an asset-backed securitization plan and the establishment of an asset-backed securitization plan, and actually carried out the conclusion and execution of the above transfer contract on behalf of Company B which has no human and material basis.

1. On the first ground for appeal

Article 393(1) of the Commercial Act provides that disposal and transfer of important assets of a stock company shall be subject to a resolution of the board of directors. Whether such disposal and transfer of important assets in this context constitute disposal of important assets shall be determined depending on whether it is reasonable to place a decision of the representative director in light of the value of the relevant assets, the ratio of assets to the total assets, the size of the company, the status of the business or assets, the management status, the purpose of holding assets, the ordinary business relations of the relevant company, the conventional business relations of the relevant company, and the conventional business affairs of the relevant company. In the case of disposal of important assets, the board of directors may not entrust matters concerning such disposal to the representative director without a direct resolution of the board of directors. Thus, even if the matters referred to in the board of directors are not determined as matters referred to in the rules of the board of directors, it shall undergo a resolution of

After citing the judgment of the court of first instance, the court below acknowledged the facts as stated in its holding, and determined that the transfer contract of this case constitutes an important disposal and transfer of assets of a corporation which requires the resolution of the board of directors pursuant to Article 393(1) of the Commercial Act, since it is difficult to view that the conclusion of the transfer contract of this case constitutes a daily business of the plaintiff or an individual

The judgment of the court below is just in accordance with the above legal principles, and there is no error in the misapprehension of legal principles as to the disposal and transfer of important assets of a corporation which requires the board of directors resolution.

The Defendants and the Intervenor’s Intervenor’s grounds of appeal are without merit.

2. On the second ground for appeal

This part of the grounds of appeal is erroneous in the misapprehension of the rules of evidence on the ground that, considering that the contents of the board of directors meeting meeting minutes of the Plaintiff at the time of the instant transfer contract were recorded in the Plaintiff’s register, the lower court acknowledged that the Defendant’s Intervenor was aware of the existence of defects in the resolution of the Plaintiff’s board of directors on the ground

However, such assertion in the grounds of appeal is nothing more than misunderstanding evidence preparation and fact-finding, which are matters of the full authority of the fact-finding court, and the court below cannot be deemed to have violated logical and empirical rules or exceeded the bounds of the principle of free evaluation of evidence. Thus, it cannot be a legitimate ground of appeal.

The Defendants and the Intervenor’s Intervenor’s grounds of appeal are without merit.

3. On the third ground for appeal

According to the reasoning of the judgment of the court below which admitted the judgment of the court of first instance, in this case where it is disputed as to whether Defendant Korea-Japan limited liability company (hereinafter “Defendant limited liability company”) was aware or could have known the defects in the resolution of the board of directors of the plaintiff as a special purpose company established for asset-backed securitization transaction, which is the other party to the transfer contract of this case, and the defendant limited liability company of this case (hereinafter “the defendant limited liability company”) was established, the court below determined that the defendant limited liability company of this case knew or had the defendant limited liability company enter into all of the transfer contract of this case, this case, the trust contract of this case, purchase guarantee and loan contract of this case, and the non-party limited liability company of this case, the defendant limited liability company of this case, and the defendant limited liability company of this case (hereinafter “the defendant limited liability company of this case”) knew or could have known of the defects in the transfer contract of this case, and that the defendant limited liability company of this case, which was established by the resolution of the court of directors resolution of this case No. 27.

According to the facts established by the court below, under the knowledge of the defects of the board of directors resolution relating to the transfer contract of this case, the defendant limited liability company, who is a party to the transfer contract of this case, was aware of or could have known the defects of the board of directors resolution of the plaintiff, based on the awareness of the supplementary intervenor as to the defects of the board of directors resolution relating to the transfer contract of this case, as the defendant limited liability company, which is a party to the transfer contract of this case, was led to the establishment of the defendant limited liability company and the establishment of an asset-backed securitization plan, and actually

The judgment of the court below to the same purport is acceptable, and there is no illegality that affected the conclusion of the judgment, such as the misapprehension of legal principles as to the characteristics or perceptions of special purpose companies established for the transaction of asset-backed securitization, and any assertion disputing the preparation of evidence and fact-finding by the court below is not a legitimate ground for appeal. The Defendants and the Intervenor joining the Defendant

4. Conclusion

Therefore, all appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Sang-hoon (Presiding Justice)