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The judgment below
The part against Defendant B and C is reversed, and that part of the case is remanded to the Seoul High Court.
Defendant.
Reasons
The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).
1. As to Defendant B and C’s grounds of appeal
(a) Where a person appointed as a director in the general meeting of members of a limited liability company takes office as a director after concluding a contract with the company, he/she may receive remuneration by the time and method of payment determined in the articles of incorporation or general meeting of members pursuant to Articles 388 and 567 of
In light of this, even if a director appointed at a general meeting of partners comprehensively delegates his/her duties to other directors, etc. according to an explicit or implied agreement with the company and fails to perform his/her substantive duties as a director, he/she is legally responsible as a director under Articles 399, 401, and 567 of the Commercial Act. Thus, the validity of the resolution on the general meeting of partners that appoints or determines remuneration for the director is null and void, or the above passive performance of duties is contrary to the contents of duties scheduled to be selected and appointed at the general meeting of partners, and barring special circumstances such as breach of trust against the resolution on appointment and payment of remuneration in the general meeting of partners, it is difficult to deny the qualification as the above passive performance of duties, or to deny the validity of the right to claim remuneration under the resolution
B. In full view of the adopted evidence, the lower court: (a) established or acquired a special purpose corporation by means of lending another person’s name and registering it as a nominal shareholder or an executive in order to avoid the limitation of the Mutual Savings Banks Act; (b) carried out a real estate development project directly with large loans from the special purpose corporation; and (c) E Co., Ltd. (hereinafter “E”) is one of the special purpose corporations established or acquired for such purpose; and (b) Defendant B and C are E.