1. Where a person appointed as a director in the general meeting of members of a limited liability company signs a contract with the company and takes office as a director, he/she may receive remuneration by the amount, time, and method of payment prescribed in the articles of incorporation or the general meeting of members pursuant to Articles 388 and 567 of the Commercial Act. In light of the foregoing, even if a director appointed in the general meeting of members comprehensively delegates his/her duties to other directors, etc. according to the explicit or implied agreement with the company and fails to perform a substantial duty as a director, he/she is legally liable under Articles 399, 401, and 567 of the Commercial Act as a director. Thus, the validity of the resolution on the appointment or remuneration of the director is null and void, or the above passive performance of duties is contrary to the resolution on appointment or remuneration payment set forth in the general meeting of members, barring special circumstances, such as where the above passive performance of duties is contrary to the resolution on the general meeting of members.

2. The court below, based on the adopted evidence, found the following facts: ① Busan Savings Bank established or acquired a special purpose corporation by means of lending another person’s name and recording it as a shareholder or an officer in order to avoid the limitation of the Mutual Savings Banks; (1) operated a real estate development project directly with large loans to the special purpose corporation; and (2) the Defendants were one of the special purpose corporations established or acquired for such purpose; and (2) the Defendants were appointed and registered as a director of the AF and completed the registration of the appointment of the director of the AF and completed the registration of the appointment of the director of the AF; (3) the mandatory’s right to claim remuneration from the director of the AFF to the AFF was less than 1 million or 2.8 million won per month; and in light of the purport of the company system, the fee agreement for the director who did not perform his duties is invalid in violation of good morals and other social order; and thus, the Defendants did not actually perform his duties, and determined that the Defendants’ payment should be made from the AFF.

3. However, in light of the reasoning of the lower judgment and the record, the Defendants, as directors appointed and registered at the general meeting of members, bear legal responsibilities prescribed in Articles 399 and 401 of the Commercial Act, and even though they did not actively perform their duties, they can be found to have comprehensively delegated their duties to the side of the Busan Savings Bank and performed the incidental duties under the name of directors.

Examining these circumstances in light of the legal principles as seen earlier, if the Defendants received remuneration in accordance with the requirements stipulated in Articles 388 and 567 of the Commercial Act, barring special circumstances, such as that the resolution of the general meeting of members that appointed the Defendants as directors or the resolution of the payment of remuneration is null and void, or that the above passive performance of duties is contrary to the contents of duties proposed in the general meeting of members to be selected and appointed as directors, and thus constitutes a breach of trust in violation of the resolution of appointment and payment of remuneration in the general meeting of members, barring special circumstances, the Defendants’ right to claim remuneration is not denied by reason of the Defendants’ passive performance of duties

Nevertheless, the lower court denied the Defendants’ right to claim remuneration against A. E.S. on the grounds indicated in its reasoning. In so determining, the lower court erred by misapprehending the legal doctrine regarding the directors’ right to claim remuneration for a limited liability company and the legal act against social order stipulated in Article 103 of the Civil Act.

4. Therefore, without examining the remaining grounds of appeal, the part of the judgment below against the Defendants is reversed, and that part of the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee In-bok (Presiding Justice)