Seoul High Court Decision 200Na14477 decided May 1, 200

Treatment Industry Development Co., Ltd. (Law Firm typists, Attorneys Han Han-hun et al., Counsel for the plaintiff-appellant)

January 16, 2014

1. The defendant shall pay to the plaintiff 3 million won with 6% interest per annum from April 1, 2013 to September 11, 2013, and 20% interest per annum from the next day to the day of full payment.

2. The costs of the lawsuit are assessed against the defendant.

3. Paragraph 1 can be provisionally executed.

The same shall apply to the order.

1. Facts of recognition;

A. The Plaintiff is a company that manufactures and sells electric machinery, electrical construction business, etc., and the Defendant is a company that carries on land reclamation, reclamation and reclamation business, investment, lease, management, sale, consulting, and real estate development business for domestic and foreign real estate, and ○○ New Urban Parcel Co., Ltd. (hereinafter “Nonindicted Company”) is a company that carries on real estate development planning and consulting, real estate sale and sale agency business.

B. On April 10, 2012, the Plaintiff lent KRW 3 billion to the non-party company to the non-party company, and the maturity for payment shall be within six months from the date of the loan, but the non-party company decided to pay dividends of KRW 6 billion plus dividends of KRW 3 billion, which is the leased principal, on four occasions (hereinafter “instant loan for consumption”).

C. At the same date, Nonparty 1, who was the representative director of the Defendant, prepared a written confirmation that “if the contents of the above loan for consumption do not proceed, the principal of the loan shall be subrogated to the Plaintiff (hereinafter “instant confirmation”). At the end of the said written confirmation, the said written confirmation was printed as “the above confirmation person, trade name: Defendant, address: 1)” and “the representative director,” and Nonparty 1 signed the said written confirmation by stating the name of the principal on the side stated in the above representative director.

D. The Plaintiff paid KRW 3 billion to the non-party company on the same day, but the non-party company did not pay the borrowed amount after six months from the date of the loan.

[Ground of recognition] Facts without dispute, Gap evidence 1-1 to Gap evidence 2-6, the purport of the whole pleadings

2. Determination

A. Determination on the cause of the claim

According to the above facts, the defendant made a subrogation agreement on the principal amount of KRW 3 billion among the obligations under the loan agreement of this case against the plaintiff of the non-party company (as seen above, the confirmation document of this case contains the name of the defendant and the name of the representative director, and the name of the non-party 1, the representative director of the defendant, entered his name, which is the non-party 1, as the representative director of the defendant, the non-party 1 prepared the above confirmation document as the defendant's representative director. Therefore, the defendant's assertion that the non-party 1's representative director cannot be deemed to have made a subrogation agreement because the non-party 1 did not affix the corporate seal certificate on the confirmation document of this case and signed the individual without affixing the corporate seal certificate on the confirmation document of this case is without merit). The defendant is liable to pay to the plaintiff the amount of KRW 3 billion borrowed principal and the damages for delay at the rate of 20% per annum under the Commercial Act from April 1, 2013 to September 11, 2013.

B. Judgment on the defendant's argument

The defendant's guarantee of obligation must undergo a resolution of the board of directors through external transactions. The defendant's representative director, without the resolution of the board of directors, acted on behalf of the plaintiff of the non-party company for the obligations of the non-party company without the resolution of the board of directors. Thus, even if the representative director of the non-party 1 did not undergo the resolution of the board of directors, the resolution of the board of directors is merely the internal decision-making of the company, and if the other party to the transaction knew or could have known that the resolution of the board of directors was not made, the transaction should be effective. In this case, the other party to the transaction knew or could have known that the resolution of the board of directors was not made by the board of directors (refer to Supreme Court Decision 2005Da3649 delivered on July 28, 2005). The defendant's assertion is without merit, since there is no evidence to prove that the plaintiff knew or could not have known that the resolution of the board of directors

3. Conclusion

Therefore, the plaintiff's claim of this case is justified and it is so decided as per Disposition.

Judges Lee Ji-hee (Presiding Judge) and Lee Ho-hee

1) The Defendant is a company that was established in installments in December 201, and the address is the principal office of the Daewoo Automobile Sales Corporation.