In case where shares issued by a third party other than the shareholder who was requested by the company with forged seals and documents have been distributed and a third party has acquired in good faith, a shareholder's right;

Even if a company has legally prepared a share certificate and delivered it as an intention to deliver it to a shareholder, and there is an error in relation to the person who received it, if the share certificate was already distributed in advance and a third party acquired it in good faith without bad faith or gross negligence, the original shareholder's right cannot be lost, and therefore the issuance of the share certificate shall be interpreted as valid.

Article 359 of the Commercial Code, Article 336 of the Check Act, Article 21 of the Check Act

Plaintiff

Korean Commercial Bank, Inc.

Seoul High Court Decision 64Na1504 decided April 21, 1965

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

We examine the Plaintiff’s grounds of appeal.

According to the facts duly established by the court below, although the shares were originally owned by the deceased non-party 1, he succeeded to the plaintiff as the deceased's death. The non-party 2 and 3 conspired to forge the plaintiff's seal, and reported the origin of the plaintiff's name and seal impression as the deceased's master, and the non-party 2 pretended to be the plaintiff himself to be the same as the plaintiff himself, and the defendant shall exchange the name of the shareholder in the name of the defendant bank as the name of the plaintiff, and deliver to the plaintiff who is the plaintiff as the plaintiff, the above non-party's intent to prepare the registered shares in the name of the plaintiff's name and deliver it to the non-party 2 as the plaintiff who is the plaintiff, the above non-party shall make an endorsement with the falsified seal of the plaintiff, and some of the share certificates were acquired from the plaintiff's name to the non-party 2, each of the above non-party 1, 1962 and the transferee of the share certificates to the non-party 2, each of whom was assigned to the non-party 2, 196.

The issuance of share certificates refers to the preparation by the competent authority of the company of the stock certificates indicating a certain unit of shareholders' rights and the delivery of such certificates to shareholders. Even if such documents were prepared and delivered to shareholders, the effect of share certificates is not yet effective, or even if there is an error in the company's intent to lawfully prepare and deliver share certificates to shareholders, and the third party has bona fide acquired shares due to the distribution of share certificates in bad faith or without gross negligence, the original shareholders' rights cannot be lost, and the issuance of share certificates should be interpreted as valid.

In this case, as Nonparty 2 and 3 forged the seal of the Plaintiff, who is a shareholder, and filed a request for a exchange of the Plaintiff’s name and a share certificate delivery by inheritance under the Plaintiff’s name, and the Defendant made a request for a exchange of the Plaintiff’s name and delivered it to the Plaintiff who is a shareholder, the actual recipient of the issuance of the certificate was Nonparty 2, who is the Plaintiff himself/herself, and as such, lost the Plaintiff’s shareholder’s rights as long as it has already been reverted to the third party as the lower court recognized, and thus, the Plaintiff cannot be employed as an independent opinion on the premise that the Plaintiff is a shareholder.

Therefore, this case's ground of appeal is groundless, and it is so decided as per Disposition by the assent of all participating Justices.

The judge of the Supreme Court (Presiding Judge) of the Red Round (Presiding Judge)