The appeal is dismissed.

The defendant shall bear the costs of appeal.

The grounds of appeal are examined (to the extent of supplement in case of supplement in case of supplemental appellate briefs not timely filed).

1. Whether the Defendant’s guarantee of this case without the resolution of the board of directors can be protected as “a bona fide third party” (the grounds of appeal No. 3)

A. The key issue of the instant case is, even though the representative director of the pertinent stock company is required to conduct a certain transaction according to the resolution of the board of directors, the third party, who is the other party to the transaction, is protected to any extent.

B. In general, the representative director’s authority and the resolution of the board of directors’ resolution may perform all acts other than judicial or extra-judicial acts within the scope of company’s legal capacity (Article 389(3) and Article 209(1) of the Commercial Act). However, such representative authority may be restricted pursuant to the legal provisions (hereinafter “legal restriction”). The internal procedures, such as the articles of incorporation, resolution of the board of directors, etc. of a company, and internal regulations may be limited (hereinafter “internal restriction”). Article 393(1) of the Commercial Act is Article 393(1) of the Commercial Act where a representative falls under the legal restriction.

This clause is a resolution of the board of directors of the corporation, such as the disposal and transfer of important assets, and the borrowing of large-scale assets.

by stipulating that the board of directors of a corporation has the right to make decisions with respect to the conduct of its business.

Therefore, when a corporation disposes of important assets or borrows large-scale assets, it cannot be entrusted to the representative director without a direct resolution by the board of directors.

In other words, the resolution of the board of directors must be made regardless of whether the articles of incorporation, regulations of the board of directors, etc. have been stipulated as the resolution of the board of directors.