1. The defendant's appeal is dismissed.

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

Purport of claim and appeal

1..

1. The reasoning for the court’s explanation of this case is as follows, except where the defendant added the following judgments as to the matters alleged in the trial of the court of first instance, and thus, it refers to the grounds for the judgment of the court of first instance pursuant to the main sentence of Article 420 of the Civil Procedure

2. Additional matters to be determined;

A. The Defendant’s assertion that the agreement of this case is an important business that the Defendant’s board of directors does not delegate the Defendant’s representative director to the Defendant’s general and specific representative director, and thus, D, the Defendant’s representative director, has to make a resolution of the Defendant’s board of directors to reach the agreement

However, the agreement in this case did not have a resolution of the defendant board, and the plaintiff knew or could have known that there was no resolution of the defendant board concerning the agreement in this case.

Therefore, since the agreement of this case is null and void, the plaintiff cannot respond to the plaintiff's claim of this case premised on the validity of the agreement.

B. It is reasonable to view that the defendant's representative director has trusted that the defendant's internal procedure was completed, unless there are special circumstances to the contrary as the defendant's internal decision-making process.

(2) The Plaintiff, at the time of the instant agreement, knew or knew of the lack of the resolution of the Defendant’s board of directors as to the instant agreement, solely on the ground that D, upon the Plaintiff’s request, prepared the minutes of the Defendant’s board of directors and delivered them to the Plaintiff. However, even if the instant agreement was an important business that was not delegated to the Defendant’s representative director, and that it was an important business that was not part of the daily business, the Defendant’s employee E, the representative of the Plaintiff, was the Defendant’s director at the time of the instant agreement, and that the Plaintiff demanded the Defendant’s representative director D to make a resolution of the Defendant’s board of directors.