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1. The defendant shall pay 350,000,000 won to the plaintiffs and 36% per annum from July 1, 201 to the day of complete payment.
Reasons
1. In full view of the purport of the entire arguments in Gap evidence Nos. 1, 2, 4, and 5 (including branch numbers) as to the cause of the claim, the plaintiffs jointly lent KRW 350,000,000 to D on June 25, 2010 as interest rate of KRW 1% per annum, overdue interest rate of KRW 36% per annum, and due date of payment on June 30, 201, and the defendant (company E before the change) as joint and several sureties (hereinafter “joint and several sureties”) at the time of the change.
According to the above facts, barring any special circumstance, the defendant is obligated to pay to the plaintiffs the amount of KRW 350,000,000 with the loans jointly and severally guaranteed by the defendant, and to pay damages for delay at the rate of 36% per annum from July 1, 2011 to the date of full payment after the due date.
2. Judgment on the defense
A. Whether the defendant's joint and several sureties of this case is null and void due to a lack of a resolution of the board of directors, the defendant's joint and several sureties of this case is liable to bear a large amount of joint and several sureties's liability and thus a resolution of the board of directors is necessary because it constitutes a large amount of loan of property as stipulated in Article 393 (1) of the Commercial Act. Since
The board of directors’ resolution is merely a company’s internal decision-making, even if the representative director of a corporation does not undergo an external transaction which requires a resolution of the board of directors.
As such, if the other party to the transaction knew or could have known that the resolution of the board of directors was not made, the transaction is valid.
In this case, if the other party to the transaction knew or could not have known that the resolution was not adopted by the board of directors, the party who asserts that the resolution should be asserted and proved.
(See Supreme Court Decision 2007Da23807 decided May 15, 2008, etc.). However, the defendant shall prove this.