[1] Where the representative director of a corporation did not undergo an external transaction subject to a resolution of the board of directors, the effect of the transaction (affirmative with qualification)

[2] The meaning and criteria for determining "purposes in the articles of incorporation of the company", which are grounds for limiting the corporation's ability to exercise

[1] Even if the representative director of a corporation does not undergo a resolution of the board of directors on external transactions, such resolution by the board of directors is merely an internal decision-making of the company. Thus, if the other party to the transaction knew or could have known that there was no resolution of the board of directors, the transaction shall be effective. In this case, the company asserting that the other party to the transaction knew or could have known that there was no resolution of the board of directors, must assert and prove that the other party to the transaction

[2] The corporation's ability to exercise rights is limited by the law that served as the basis for the incorporation of the corporation and the purpose of its articles of incorporation, but an act within the scope of its purpose is not limited to the purpose itself as stipulated in the articles of incorporation, but to the extent that the act directly and indirectly necessary for carrying out the purpose includes all necessary acts, and whether it is necessary for the achievement of the purpose is determined by the objective nature of the act.

[1] Articles 209(2) and 389(3) of the Commercial Act / [2] Article 34 of the Civil Act, Article 289(1) of the Commercial Act

[1] Supreme Court Decision 94Da42754 delivered on January 26, 1996 (Gong1996Sang, 722), Supreme Court Decision 96Da48282 delivered on June 13, 1997 (Gong1997Ha, 2151), Supreme Court Decision 95Da6885 delivered on March 24, 1998 (Gong1998Sang, 1127), Supreme Court Decision 97Da35276 delivered on July 24, 1998 (Gong198Ha, 2197) / [2] Supreme Court Decision 86Da1384 delivered on January 19, 198 (Gong198, 445) (Gong1988, 1945) / [2] Supreme Court Decision 200Da281299 delivered on November 28, 1991

Han Life Insurance Co., Ltd. (Attorney Ko Young-soo, Counsel for defendant-appellant)

Manager of the Seoul Cement Manufacturing Co., Ltd. (Attorney Song Man-soo, Counsel for the plaintiff-appellant)

Gwangju High Court Decision 96Na7860 delivered on December 12, 1997

The appeal is dismissed. The costs of appeal are assessed against the defendant.

The grounds of appeal are examined.

On the first ground for appeal

Even if the representative director of a corporation does not undergo a resolution of the board of directors concerning external transactions, such resolution by the board of directors is merely an internal decision-making of the company. Thus, if the other party to the transaction knew or could have known that there was no such resolution of the board of directors, the transaction is effective. In this case, the party to the transaction must assert and prove that the other party to the transaction knew or could have known that the resolution of the board of directors was not adopted (see Supreme Court Decision 94Da42754 delivered on January 26, 1996).

According to the reasoning of the judgment below, the court below rejected the defendant's assertion that the act of joint and several surety's act is not effective against the liquidation company since the defendant was aware or could have known of the fact at the time of the resolution of the board of directors at the time of the case's joint and several surety's act, after confirming the fact that the Korea Cement Manufacturing Co., Ltd. (hereinafter referred to as the "Adjustment Co., Ltd.") jointly and severally guaranteed the loan's obligation of this case, the defendant prepared the minutes of the board of directors' meeting to decide on the above joint and several surety's liability at will using the seals of representative director and directors kept in common custody by the non-party 2, the chairman of the division Co., Ltd., and the plaintiff was not aware of it.

This part of the grounds of appeal cannot be accepted.

On the second ground for appeal

According to the reasoning of the judgment below, as to the defendant's assertion that the above non-party 2 was not authorized to act as representative director of the reorganization company at the time of this case's joint and several sureties, and even if not, the representative director of the reorganization company delegated his authority to the above non-party 2 in a comprehensive manner to perform the business affairs of the liquidation company, which is not permitted against the purport of the representative director system, and therefore, joint and several sureties in this case cannot be permitted against the purport of the representative director system. Thus, the facts as stated in the judgment of the court below are acknowledged, and the representative director of the reorganization company at the time of this case's joint and several sureties in this case delegated his authority to the above non-party 2 as representative director in order to promote mutual assistance in business among the affiliates of the reorganization cement group and the Taedsan Group, it cannot be deemed that the above non-party 2 was allowed to act as representative director of the liquidation company, and therefore, it is not appropriate to use the above assertion in the grounds of appeal.

The grounds of appeal disputing this issue cannot be accepted.

On the third ground for appeal

The legal capacity of a company is limited by the law that served as the basis for the establishment of the company and the purpose of its articles of incorporation, but acts within the scope of the purpose are not limited to the purpose per se specified in the articles of incorporation, but to determine whether direct and indirect necessary acts are all included in the performance of that purpose and are necessary for the achievement of the purpose according to the objective nature of the act, and not by the subjective and specific intent of the actor (see, e.g., Supreme Court Decisions 86Meu1384, Jan. 19, 198; 91Da8821, Nov. 22, 1991).

In the same purport, the court below is just in holding that the act of joint and several surety in this case is included within the scope of the purpose of the reorganization company, and there is no error in the misapprehension of legal principles as to the

This part of the grounds of appeal cannot be accepted.

Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Song Jin-hun (Presiding Justice)