(a) If a director or auditor is registered in the corporate register, whether the procedure for appointment is lawful;

(b) The case holding that even if a resolution of the general meeting of shareholders by which a person who was appointed or reappointed as a director (or auditor) has not been adopted as a director (or auditor), he shall have the right and duty as a continuous director (or auditor) as a retired director (or auditor);

C. Requirements for participation in prevention of harm under the latter part of Article 72(1) of the Civil Procedure Act

(a) If the corporate register is registered as a director or auditor, it shall be presumed that the corporate register is a legitimate director or auditor appointed in accordance with due process unless there are special circumstances to the contrary;

(b) The case holding that even if there is no resolution of a general meeting of shareholders by which a person who has been appointed or reappointed as a director (or auditor) several times has been appointed again as a director (or auditor), the person has a right and obligation as a retired director (or auditor) as a continuous director (or auditor) and has no subsequent director (or auditor).

C. The latter part of Article 72(1) of the Civil Procedure Act, in the case of participation in the prevention of death, should be objectively acknowledged that the plaintiff and the defendant have intention to harm the third party through the lawsuit in question, i.e., intent to harm the third party, and it should be said that the result of the lawsuit is likely to infringe on the rights or legal status of the third party.

(a) Articles 317, 312(b) and 386(1) and 415(c) of the Commercial Act; Article 72(1) of the Civil Procedure Act

A. Supreme Court Decision 83Meu31 Decided December 27, 1983 (Gong1984, 316). Supreme Court Decision 88Meu25274, 25281 Decided April 27, 1990 (Gong1990, 1147) (Gong1990, 1695) 89Meu20719,20726 Decided July 13, 1990 (Gong190, 1695)

[Defendant-Appellee] Plaintiff 1 and 2 others

New Monopoly Processing Company

Busan District Court Decision 201Na1448 decided May 1, 201

Supreme Court Decision 89Meu14240 Delivered on June 26, 1990

Daegu High Court Decision 90Na3608, 4854 delivered on December 20, 1990

Each appeal shall be dismissed.

The costs of appeal are assessed against the Intervenor and the independent party intervenor.

The grounds of appeal by the Intervenor and the independent party intervenor are also examined.

(1) If a company is registered as a director or auditor in the corporate register, it shall be presumed to be a legitimate director or auditor appointed by due process unless there are special circumstances (see, e.g., Supreme Court Decision 83Meu331, Dec. 27, 1983). According to the evidence No. 1, it is apparent that the plaintiff is registered as a director of the defendant company until the resolution for dissolution of this case was made. Thus, the plaintiff is presumed to be a legitimate director of the defendant company, barring special circumstances.

In addition, according to the records, there is no evidence to conclude that the resolution of the appointment of director at the general meeting of shareholders of February 6, 1983, when the plaintiff was appointed as a director, is invalid or non-existence, and even if the director retires due to the expiration of the term of office or resignation, the plaintiff has the right and duty as a director until the newly appointed director is appointed (Article 386 (1) of the Commercial Act). According to the above evidence No. 1, the plaintiff is appointed or reappointed several times since March 18, 1969, and is registered as a director in the corporate register as he was reappointed on February 6, 1981. Thus, in this case where there is no resolution of the appointment of director at the general meeting of shareholders of February 6, 1983, the plaintiff did not have any remaining director, and there is no evidence to deem that the plaintiff was appointed as a director after the retirement, the plaintiff has the right and duty as a director at the time of June 18, 1985.

Therefore, the judgment of the court below that deemed the plaintiff as the director of the defendant company at the time of the resolution of dissolution of this case is justifiable, and there is no error of law such as the reasoning of the theory of lawsuit and incomplete hearing. There is no reason to discuss

(2) The court below rejected the defendant's assertion that the auditor 1 was appointed as auditor at the temporary general shareholders' meeting of the defendant company as of February 6, 1985, and therefore his confession is not entitled to represent the defendant company, and therefore, even if the judgment confirming the invalidity or non-existence of the resolution in a lawsuit demanding the invalidity or non-existence of the resolution of appointment of director or auditor or the lawsuit demanding confirmation of the invalidity or non-existence of the resolution becomes final, it does not affect any procedural acts conducted by the director or auditor appointed by the resolution as representative of the company before the judgment becomes final and conclusive, and there is no evidence to support that the judgment confirming the absence of the resolution of appointment of auditor as of February 6, 1985, which is the representative of the defendant company in the lawsuit in this case as of February 6, 1985, it cannot be said that there is no evidence to support that the above auditor's judgment became final and conclusive prior to his confession. Thus, it cannot be said that the defendant's assertion that the invalidity or non-existence

Meanwhile, according to the records, even until June 18, 1985, the above auditor 1 was registered in the corporate register as the auditor of the defendant company, and there is no evidence to deem that the resolution of cancellation of the auditor's general meeting of February 6, 1985 that the auditor was appointed as the auditor last, and even if the auditor retires due to expiration of the term of office or resignation, he shall have the right and duty as the auditor until the auditor assumes his office (Article 415, Article 386 (1) of the Commercial Act). According to the above evidence No. 1, the above auditor 1 was appointed or reappointed as the auditor of the defendant company over several occasions since July 20, 1979, and it was registered again as the auditor of the defendant company's corporate register, and therefore, it cannot be viewed that the above auditor's appointment of the auditor was invalid as the plaintiff's new auditor's appointment of the defendant company, unless there is any error in the misapprehension of the legal principles as to the above auditor's appointment of the auditor.

(3) In the latter part of Article 72(1) of the Civil Procedure Act, participation in the prevention of death should be objectively acknowledged that the plaintiff and the defendant have intention to harm a third party through the pertinent lawsuit, i.e., intent to harm a third party, and it should be deemed that the result of the lawsuit is likely to infringe upon the rights or legal status of a third party (see, e.g., Supreme Court Decision 89Meu20719, 20726, Jul. 13, 1990; 88Meu25274, 25281, Apr. 27, 1990).

Under the same purport of the court below, the court below is just in holding that the lawsuit in this case with the plaintiff and the defendant is a fraudulent lawsuit, and there is no evidence to find that there is a possibility of infringement of the intervenor's rights, etc. as a result of the lawsuit, and it is not erroneous in the misapprehension of legal principles as to the lawsuit in this case, or in the incomplete hearing. The argument is without merit.

Therefore, each appeal is dismissed, and the costs of appeal are assessed against the losing independent party intervenor and the defendant joining the defendant. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Park Jong-dong (Presiding Justice) Kim Sang-ho (Presiding Justice)