1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. On behalf of the Plaintiff, C, on March 26, 201, entered into a credit transaction agreement with B Co., Ltd. (hereinafter “B”) with a credit amount of KRW 9 billion, annual interest rate of KRW 9 billion, annual interest rate of KRW 9% on March 26, 2011, and liquidated damages rate of KRW 22% on behalf of the Plaintiff (hereinafter “instant credit transaction agreement”), and implemented the said credit transaction agreement.

B. According to the credit transaction agreement of this case, the Plaintiff’s loan obligation of this case (hereinafter “the loan obligation of this case”) is deemed as the loan obligation of this case

(C) As of May 4, 2012, KRW 9,123,516,323. C. On April 30, 2013, when the instant lawsuit was pending, the bankruptcy was declared against B by Seoul Central District Court 2013Hahap54, the Defendant was appointed from the said court as a trustee in bankruptcy and taken over the instant lawsuit. [The facts without any dispute over recognition, Gap 1,2, and 16 evidence No. 2, evidence No. 14, part of evidence No. 14, witness D’s testimony, and the purport of the entire pleadings.]

2. Judgment on the ground of the Plaintiff’s claim

A. As to the allegation of invalidity due to absence of resolution by the board of directors or alteration of the minutes of the board of directors, the act of large-scale borrowing by the Plaintiff constitutes a resolution by the board of directors. In light of the size of the Plaintiff, the instant credit transaction agreement was concluded without a resolution by the board of directors even though it constitutes large-scale borrowing, and the representative director D knew or could have known that there was no resolution by the board of directors at the time of the Plaintiff’s occurrence

B) Even if the Plaintiff’s resolution was made on the fourth billion won of the instant credit transaction agreement, the employee at the time entered into the instant credit transaction agreement by changing the amount of credit specified in the Plaintiff’s meeting minutes to nine billion won, and thus, the entire credit transaction agreement in accordance with Article 137 of the Civil Act becomes null and void. 2) whether the loan transaction agreement in this case constitutes “loan of large-scale property” (1 commercial law).