Representative in legal action between directors of a company

Even if a legal relationship which forms the object of a lawsuit is due to an event during the office of a director, and if the company is not a director because of such an event, not a director's qualification, but a director has already left the office of a director, and if the company files a lawsuit against such person, the provisions for cancellation of director's liability concerning account documents under Article 450 of the Commercial Act

Article 450 of the Commercial Act

Seoul Transport Corporation (Attorney Lee Tae-hee, Counsel for defendant-appellant)

[Defendant-Appellant] Defendant 1

Seoul High Court Decision 75Na2885 delivered on January 28, 1977

The appeal is dismissed.

The costs of appeal shall be borne by the defendant.

The defendant's attorney's grounds of appeal are examined.

Point 1.

원설시 증거에 의하면, 계쟁토지를 원고가 피고로부터 그럴사한 이유없이 부당히 고가로 산 사실을 인정한 판단에 위법이 없으며, 구체적 사실을 안알아보아도, 설시증거에 의하여 토지의 여건이 좋지않음이 인정될 수 있고, 원판결판단의 주안점은 피고의 이사로서의 임무해태로 싸게 샀다는데 있고, 관광센타 후보지로서 샀다는데 있지 아니하니 설사 소론 잘못이 있다더라도 결과에 영향이 안갈 것이니 논지는 이유없다.

Point 2.

It is not clear that the director's liability for failure to perform his duties can not be denied on the ground that the resolution of the board of directors was made with respect to this sale, and that the argument that the price is fair is a legitimate fact-finding of the court below.

Point 3.

Since the recognition of the original judgment does not dispute both parties at the point of the sale of this case, ratification is unclear, and it does not mean that the ratification is exempt from the defendant's responsibility for the breach of duty that occurred before the ratification. Therefore, there is no reason to discuss.

Point 4.

Even if the relation of right, which is the object of a lawsuit for snow death, is due to the reason that the company has occurred while in office as a director, or if a director again leaves the office of a director and is not a director, Article 450 of the Commercial Act shall not apply to the case where the company files a lawsuit against the person who is not a director, and the decision of the court below without considering the same in this case where the defendant files a lawsuit after the defendant resigns from the office of the director of the plaintiff, is groundless.

Point 5.

The judgment of the court below is an unlawful act by the defendant, and it is justified that the effect of the cancellation of responsibility as referred to in the main sentence of Article 450 of the Commercial Code does not arise. Therefore, the judgment of the court below which points out the land price in this case is recognized as belonging to the preliminary or family judgment, and it is not reasonable to discuss that the decision has the effect

All arguments are without merit. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kang Jeong-hee (Presiding Justice)