(1) The director of the board of directors, without approval of the board of directors, shall be held liable for

Even in cases where the issuance or endorsement of a bill violates Article 398 of the Commercial Act, it may be asserted that the issuance of the bill is invalid only when it is proved that the purchaser of the bill has acted in bad faith.

Article 398 of the Commercial Act

Supreme Court Decision 73Da955 Decided January 15, 1974

[Judgment of the court below]

[Defendant-Appellee] Defendant 1 and 3 others (Attorney Cho Jong-dae, Counsel for defendant-appellee)

Seoul Central District Court Decision 76Na1113 delivered on December 15, 1977

The appeal shall be dismissed. The costs of appeal shall be borne by the defendant.

The defendant's attorney's grounds of appeal are examined.

According to the records, the defendant's legal representative asserted that this case was issued by the non-party without the approval of the board of directors of the defendant company, and the plaintiff's legal representative stated that even if this case was issued without the approval of the board of directors on the same date for pleading, the plaintiff was not able to prove the above facts of defense, and the court of the first instance also declared that the plaintiff was not able to prove it, and even if this case was issued without the approval of the board of directors, the court of first instance did not prove that the plaintiff was a person who acquired bad faith with the knowledge of such fact, even if this case was a bill issued without the approval of the board of directors, the defendant's legal representative at the court below rejected the defendant's legal representative at March 23, 197 (this case's legal representative was stated at the second date for pleading of the court below) that it violated Article 398 of the Commercial Act, and therefore, the plaintiff's legal representative cannot obtain rights against the defendant company and the non-party's legal representative did not know that it would be necessary to establish that the plaintiff's legal representative of the defendant company.

However, in the reasoning of the judgment of the court below, the above non-party forged three promissory notes, but the defendant company shall not be exempted from the liability to pay the promissory notes of this case as stated in the legal principles of expression agency on the same grounds as the original judgment. (In this regard, no point is pointed out in the ground of appeal) and this opinion alone cannot be viewed as a violation of Article 398 of the Commercial Act, and the defendant's assertion that there is an omission of judgment as pointed out in the original judgment. However, in this case, the above non-party was issued or endorsed at a time when it can be seen as being qualified as a director of the defendant company, and even if the issuance or endorsement of the promissory notes of this non-party was contrary to Article 398 of the Commercial Act because the interests with the defendant company are contrary to Article 398 of the Commercial Act, and even if the resolution of approval of the board of directors was forged by the above non-party, it can be argued that the defendant company's malicious intent was invalid, and the judgment of the court below is not justified.

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

Justices Kim Young-chul (Presiding Justice)