물품대금
The judgment of the court below is reversed, and the case is remanded to the Seoul Central District Court Panel Division.
The grounds of appeal are examined.
1. As to the grounds of appeal on succession, the lower court rejected the Plaintiff’s claim on the premise that the Defendant is a successor to B (hereinafter “B”) on the ground that there was no evidence to support the fact that the Defendant comprehensively succeeded to B, or otherwise, did not accept the Plaintiff’s claim on the price of goods on the premise that the Defendant is a successor to B.
The judgment below
Examining the reasoning in light of the relevant legal principles and records, the lower court did not err in its judgment as to whether to succeed as the grounds of appeal.
2. As to the ground of appeal on extinctive prescription
A. Article 530-9(1) of the former Commercial Act (amended by Act No. 13523, Dec. 1, 2015; hereinafter “former Commercial Act”) provides that “A company established by division or merger after division or merger after division or a surviving company (hereinafter “beneficiary company”) shall be jointly and severally liable for the obligations of the company before division or merger after division.”
This is a statutory liability imposed to protect creditors who are affected by the collection of claims due to the change in the debtor's responsible property due to the division of the company. The beneficiary company and the company prior to the division or the merger after division are liable for non-joint and several liability with respect to the company's obligations
(2) In cases where a beneficiary company is jointly and severally liable for the payment of the debt owed to the creditor by the beneficiary company prior to the division or the merger after division, it is reasonable to deem that the period and starting point of time of the extinctive prescription of the joint and several liability owed to the creditor by the beneficiary company prior to the division or the merger after division is the same as that of the creditor borne by the beneficiary company prior to the division or the merger after division.
(see Supreme Court Decision 2016Da34687, May 30, 2017). Therefore, a creditor files a lawsuit against a company before division or merger after division and merger and final judgment becomes final and conclusive.