1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

The first instance court.

1. Facts of recognition;

A. A Co., Ltd. (hereinafter referred to as “A”) established a special purpose corporation by lending the names of its officers and employees, such as family members or branch members, etc. in order to carry out real estate implementation projects, etc. directly or to obtain a loan necessary for the implementation projects by avoiding restrictions under the Mutual Savings Banks Act, by which D and E, who were the president and the representative director, were the president, were the former president, and by registering them as stockholders or executives in form. The lending of the special purpose corporation to the said special purpose corporation and the development projects of real estate, golf courses, etc. were conducted through the lending, and the F Co.

B. The Defendant lent his name to A according to the type G proposal that he worked as an employee of A and was registered as F director.

The defendant is a F director and was paid the total of KRW 92 million from 2005 to 2010 by F.

C. On August 16, 2012, A was declared bankrupt by Busan District Court 2012Hahap4, and the Plaintiff was appointed as a trustee in bankruptcy.

[Ground of recognition] Facts without dispute, entry of Eul evidence No. 15 (including each number; hereinafter the same shall apply), the purport of the whole pleadings

2. The plaintiff's assertion

A. 1) The Defendant is registered as F director, and the Defendant does not actually work or have been engaged in the work at the above company. Thus, the Defendant must return 92 million won received as remuneration to F in unjust enrichment. 2) Article 388 of the Commercial Act provides that the remuneration of the director is determined by a resolution of the general meeting of shareholders, unless the amount is stipulated in the articles of incorporation. According to the F’s articles of incorporation, the remuneration of the director is determined by a resolution of the general meeting of shareholders.

Ultimately, the Defendant’s remuneration, as a director, is determined by the resolution of the F general meeting of shareholders, but the above resolution of the general meeting of shareholders did not exist, and thus, Article 388 of the Commercial Act was violated. Since the above provisions of the Commercial Act are mandatory, the Defendant’s remuneration was paid to F.