(a) Where a representative director is dismissed after a suspension of the performance of duties of the representative director or a provisional disposition of the appointment of an acting representative director has been taken, whether the newly appointed representative director has the authority as the representative director (negative);

B. In the case of paragraph (a) above, whether the newly appointed representative director's qualification in violation of the above provisional disposition has the validity of a juristic act in the capacity of the representative of the company (negative), and whether it can be asserted the validity of the said juristic act on the ground that the other party to the transaction acted in good faith (negative)

A. As long as a provisional disposition has been taken against the suspension of the representative director's performance of duties and the appointment of an acting representative, the authority of the acting representative director remains effective unless the provisional disposition order is revoked, while the newly appointed representative director shall not have the authority of the acting representative director regardless of the legitimacy of the resolution of appointment.

B. In the case of the above "A", since the above provisional disposition takes effect not only between the parties but also between the third parties, the newly appointed representative director's legal act conducted in the qualification of the representative of the company in violation of the above provisional disposition is null and void in the relationship with the third party, and in this case, the non-representative representative director and the other party to the legal act in violation of the above provisional disposition cannot assert the validity of the above legal act on the ground that

Articles 407(1) and 389 of the Commercial Act

[Plaintiff-Appellant] Plaintiff 1 and 1 other (Law Firm Gyeong, Attorneys Park Jae-soo et al., Counsel for plaintiff-appellant)

Songnam Industrial Company

Defendant 1 and 3 Defendants, et al., Counsel for the defendant-appellant

Busan High Court Decision 90Na6415 delivered on December 27, 1991

All appeals are dismissed.

The costs of appeal are assessed against the defendants.

The grounds of appeal are examined.

As long as a provisional disposition of the suspension of the representative director's performance of duties and the appointment of the acting representative, the authority of the acting representative director remains effective unless the decision of provisional disposition is revoked, while the newly appointed representative director shall not have the authority of the representative director regardless of the legitimacy of the resolution of provisional disposition. Meanwhile, the provisional disposition is effective not only between the parties but also among the third parties. Thus, the legal act performed by the newly appointed representative director in the qualification of the company against the above provisional disposition is null and void in relation to the third party (see Supreme Court Decision 91Da4355 delivered on December 24, 191). In this case, in violation of the above provisional disposition, the validity of the said legal act cannot be asserted on the ground that the non-representative representative director and the other party who did the legal act acted in good faith.

The judgment below to the same purport is just, and there is no error in the misapprehension of legal principles as to the validity of provisional disposition for the suspension of the performance of duties of the representative director and the appointment of the acting director as pointed out in the theory of lawsuit.

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 on the bench.

Justices Kim Yong-ju (Presiding Justice)