2. C

3. D;

Defendant D’s appeal is dismissed.

The costs of appeal by Defendant D are assessed against the same Defendant.

1. As to Defendant B and C’s grounds of appeal

A. 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 is entitled to remuneration by the time and method of payment determined by the articles of incorporation or the general meeting of members pursuant to Articles 388 and 567 of the Commercial Act. In light of this, 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 the substantial duties as a director, even if the director did not perform his/her duties as a director, he/she is legally liable as a director under Articles 399, 401, and 567 of the Commercial Act. Therefore, the effect of the resolution on the general meeting of members that appoints or determines the director’s remuneration is null and void, or the above passive duties are contrary to the above passive duties and thus, it is difficult to deny the qualification as a director or to deny the effect of the right to claim remuneration determined by the resolution on the general meeting of members.

B. The court below determined as follows: ① A (hereinafter referred to as “A”) established or acquired a special purpose corporation by means of lending another person’s name and recording it as a shareholder or officer in order to avoid restrictions on the mutual savings bank; (1) conducted a real estate development project directly with the funds of the special purpose corporation; and (2) Defendant B and C were appointed as a director of the corporation and completed the registration; and (3) were paid one of the special purpose corporations established or taken over for this purpose; and (4) Defendant B and C were paid one million or more to E with the funds of the special purpose corporation; and (4) the mandatory’s right to claim remuneration for a director who did not perform his duties in light of the purport of the company’s system is null and void since the agreement on remuneration for the director who did not perform his duties is contrary to good morals and other social order; and therefore, Defendant B and C did not have the right to claim remuneration, and thus, Defendant B and C should have received the funds from E without legal grounds.

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

Examining these circumstances in light of the aforementioned legal principles, if the Defendants received remuneration in accordance with the requirements prescribed in Articles 388 and 567 of the Commercial Act, barring special circumstances, such as the Defendants’ new directors’ resolution or resolution on the payment of remuneration shall not be deemed null and void, or the above passive performance of duties is contrary to the contents of duties scheduled in the general meeting of members, and thus constitutes a breach of trust against the appointment and payment resolution made in the general meeting of members. Thus, the Defendants’ right to claim remuneration solely on the ground of the Defendants’ passive performance of duties shall not be deemed to constitute a juristic act contrary to good morals and other social order.

Nevertheless, the lower court denied the Defendants’ right to claim remuneration against E on the grounds stated in its reasoning. In so determining, the lower court erred by misapprehending the legal doctrine regarding the claim for remuneration by directors of a limited liability company and the legal act of anti-social order as stipulated in Article 103 of the Civil Act. Defendant B and C’s ground of appeal assigning this error

2. As to Defendant D’s ground of appeal

Defendant D’s assertion that Defendant D violated the principle of pleading by deeming Defendant D’s money received from Defendant D constituted unjust enrichment on the ground that Defendant D’s money was received as a consideration for lending the name of E to the major shareholders, and that there was a legal original copy of the agreement, and that there was no dispute between the parties as to the above name lending.

However, the court below did not recognize the fact of lending the shareholder's name, but did not admit that there is no evidence to support the fact that, as seen above, A and E agree to pay E the loan price in the shareholder's name. Therefore, Defendant D's ground of appeal pointing out an error on the premise different from the judgment of the court below cannot

3. Conclusion

Without further proceeding to decide on the remaining grounds of appeal, the part of the judgment below against Defendant B and C is reversed, and that part of the case is remanded to the court below for further proceedings consistent with this Opinion. Defendant D’s appeal is dismissed, and the costs of the 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 In-bok