(a) Purport of the provisions concerning the responsibility of representative director under Article 395 of the Commercial Act;

B. The case reversing the judgment of the court below on the ground that there was an error of misapprehension of the duty of evidence judgment or value of evidence

A. The purport of Article 395 of the Commercial Act regarding the liability for apparent representative director is to promote the trust and safety of commercial transactions by protecting a bona fide third party in cases where a director, who is not the representative director of the company, performs a transaction by using a name that is recognizable as having the power of representation of the company, and the act of representation of the company is attributable to the company.

B. The case reversing the judgment of the court below on the ground that there was an error of misapprehension of the duty of evidence judgment or value of evidence

A. Article 395 of the Commercial Act

Plaintiff 1 and 2 others, Counsel for the defendant-appellant and Shin Jae-nam, Counsel for the plaintiff-appellant

Co., Ltd.

Seoul High Court Decision 86Na723 delivered on October 27, 1986

The judgment below is reversed and the case is remanded to Seoul High Court.

We examine the Plaintiffs’ ground of appeal No. 1.

1. According to the reasoning of the judgment below, the court below rejected the plaintiffs' assertion that the defendant company should be responsible for the act of expression since the non-party 1, a director of the defendant company, approved the sale of the defendant company's store by using the name of the representative of the defendant company and the other defendant company's execution of the defendant company's business, or impliedly, it should be held that the non-party 1 should be liable for the act of expression. Rather, in full view of these evidences, the defendant company owned the non-party 2's original building on the land owned by the non-party 2, and operated the business of leasing the stores of the market to the merchants. After the non-party 3 and the non-party 4 purchased the above site and the shares of the defendant company with the above non-party 1's non-party 1's non-party 1's non-party company's non-party 1's non-party 1's non-party 1's non-party 1's non-party 1's non-party 1's letter and the above bill of this case'

2. The provision on the liability for apparent representative under Article 395 of the Commercial Act provides that a director, who is not the representative director of a company, performs a transaction by using a name that is recognizable as having the power of representation in appearance of the company, and is responsible for the act of representation in appearance of the company, the purpose of the provision is to protect a bona fide third party who believed the appearance of the company in order to promote the trust

We first examine whether there was an act of indicating the authority of representation in appearance in the instant case. According to the facts found by the lower court, Nonparty 1, as a director of the Defendant Company, signed a sales contract with the Plaintiffs for each of the instant stores owned by the Defendant Company. However, according to the evidence Nos. 2-2, which was not rejected by the lower court, the above Nonparty 1 was registered as a director of the Defendant Company, but was actually in fact in the course of performing all of the tasks inside and outside of the Defendant Company as the president, and was not the president in the ordinary meeting. Thus, it is sufficient to view the above sales contract by Nonparty 1 as an act of expressing the authority of representation in appearance.

Then, examining whether there is a cause attributable to the defendant with regard to the above act of expression representation, according to the evidence Nos. 62-3 and 8 employed by the court below, and evidence Nos. 62-2 and 15-2 and evidence Nos. 19-1 and 21-2 of the above evidence Nos. 1, 2, and 21-2 of the above evidence No. 2, which the court below rejected, the defendant company borrowed money from the non-party No. 3, 4, etc., and purchased the shares of the defendant company and the market and the building from the non-party No. 2 and the non-party No. 5, and exercised the right of business execution and the right of representation as the actual president of the defendant company. However, the representative of the defendant company was registered in the name of the non-party No. 3 and the above non-party No. 1 were registered as a director, and the above non-party No. 3 and the non-party No. 6 did not actually participate in the management of the defendant company. 1.

Nevertheless, the court below, without legitimate rejection of the probative value of each evidence, found that the defendant company consented or did not impliedly prove the act of indicating the power of representation of the above non-party 1, and then purchased the shares of the defendant company and its site with the mediation of the non-party 3 and the non-party 4, and recognized the opposing fact that the non-party 1 was merely a person entrusted with the work of repairing and selling the market building from the defendant company. Further, the court below did not err in misunderstanding the judgment of evidence or misunderstanding the value of evidence. Further, among the evidence acknowledged by the court below, it cannot be said that the non-party 1 committed an unlawful act of recognizing facts inconsistent with the evidence employed by the non-party 62-8 included in the above evidence evidence No. 62-8, which is contrary to the contents of the evidence admitted by the court below, which constitutes the ground for reversal under Article 12 (2) of the

3. Therefore, without examining the remaining grounds of appeal, we reverse and remand the judgment below. It is so decided as per Disposition by the assent of all participating judges.

Justices Lee Jae-seok (Presiding Justice) (Presiding Justice)