(a) Whether a representative director or other director has legal capacity, without conducting business operations for an excessive amount of debt; and

B. Whether the company is liable for damages where the ordinary director neglected to monitor illegal performance of duties by the director in charge of duties (affirmative)

(c) Extinctive prescription period for liability for damages to the company due to breach of duties of directors or auditors of a stock company;

A. Even if a company is in a state of absence of a representative director or any other director due to its excessive bankruptcy, it cannot be deemed that the legal capacity of the corporation has been extinguished until the liquidation is completed through legitimate dissolution procedures, even though it does not perform its business even in the event of its bankruptcy or bankruptcy.

B. As a member of the board of directors, monitoring of the performance of duties by the director in charge of affairs, including the representative director, through the board of directors is ordinarily important, but the duties of the board of directors are not limited to expressing his/her intent on the agenda presented to the board of directors, and can monitor the overall performance of duties by the director in charge of affairs, including the representative director. Thus, even though there are grounds for suspecting that the performance of duties by the director in charge of affairs by the board of directors by violating the duty of surveillance, it cannot be exempted from liability for damages suffered by the company.

C. The statute of limitations is ten years, as the liability for damages caused by the breach of duties of a director or auditor of a stock company is not a general tort liability, but a default liability due to delegation relationship.

A. Article 34 of the Civil Act: Article 65 of the Civil Act; Article 399 of the Commercial Act; Articles 162 and 766 of the Civil Act; Articles 399 and 414 of the Commercial Act

C. Supreme Court Decision 68Da305 Decided January 28, 1969

Seoul Trust Bank Co., Ltd., Counsel for the plaintiff-appellant

Defendant 1 and 12 Defendants, et al., Counsel for the defendant-appellant

Daegu High Court Decision 84Na264 delivered on August 23, 1984

The judgment below is reversed, and the case is remanded to the Daegu High Court.

1. We examine the Defendants’ legal representative’ ground of appeal No. 1

In fact, even if a company is in a state of absence of a representative director or any other director with respect to its liabilities and liabilities, it cannot be deemed that the legal capacity of the company has been extinguished until the liquidation is completed through due process of dissolution. Therefore, even if the non-party 1 corporation (hereinafter referred to as the "non-party 1 corporation") is a corporation whose legal capacity has not been extinguished, as alleged in the theory of lawsuit, even though it is a non-party 1 corporation whose legal capacity has not been extinguished.

The court below did not err in the misapprehension of legal principles which cited the exercise of the right of subrogation, which did not exist as the plaintiff's exercise of the right of compensation against the above non-party company in subrogation of the damages claim of this case.

2. We examine the second ground for appeal.

According to the reasoning of the judgment below, the court below rejected the defendants' assertion that the defendants 1 et al. were not legitimate directors or auditors since they were appointed as directors or auditors at a shareholders' meeting held by those who were not shareholders who acquired the shares before the issuance of the non-party company's share certificates. The non-party company did not have issued share certificates until the appointment of directors or auditors was registered in the non-party company, but there is no evidence to find that the above defendant 1 et al. was appointed as directors or auditors at the meeting of only those who acquired the shares before the issuance of the share certificates from the original shareholders. In light of the records, the above judgment is just and there is no error of law in the misapprehension of the rules of evidence, or in the misapprehension of the legal principles as to

3. We also examine the grounds of appeal Nos. 3, 5, and 6.

(1) According to the reasoning of the judgment below, the court below found that the non-party 1 was entrusted with the business of the non-party 1 and the non-party 2 to the non-party 1 and the non-party 1 and the non-party 9 were not entrusted with the business of the non-party 1 and the non-party 1 and the non-party 1 and the non-party 1 and the non-party 13, the non-party 7 and the non-party 10, the non-party 1 and the non-party 7 were not entrusted with the business of the non-party 1 and the non-party 2 were not entrusted with the business of the non-party 1 to the non-party 6 and the non-party 1 to the non-party 3 to whom the non-party 1 and the non-party 2 were entrusted with the business of the non-party 1 and the non-party 1 to whom the non-party 1 and the non-party 1 were not entrusted with the business of the non-party 1 and the non-party 2.

(2) First, the article-related tax law provides that the mixed emission of which is 50% or more is non-taxable goods, and thus, the non-party company did not report only if it is not obligated to report, and all reported and paid taxes on the object of taxation subject to reporting. The court below erred by misapprehending that the whole quantity of the product was subject to taxation based on the evidence without permission.

However, according to the evidence employed by the court below, the non-party company, like the original judgment, filed a report on the manufacture of part of the mixed radioactive materials processed by the non-party company, paid the goods tax and the direct radioactive materials tax, and did not report the remainder in the manufacturing itself, and the tax authority recognized the whole quantity of the non-reported materials as objects of taxation of the goods tax and the direct radioactive materials tax and imposed a taxation and collection disposition on the non-party company. Thus, as long as the tax authority recognizes the non-party company as tax evasion and imposed a tax disposition on the non-party company, the non-party company's director or the external auditor asserted that the non-party company violated his duties by evading the tax evasion and thus, unlike the above recognition by the tax authority, the non-party company's non-taxable materials which the non-party company failed to report are more than 50% of the mother's mixed radioactive materials and which were non-taxable materials for which the non-party company did not report it is necessary to prove it to the defendants who asserted it (it is different from the burden of proof regarding taxation requirements

However, even after examining the records, there is no evidence to find out the above Defendants’ assertion in addition to the evidence duly rejected by the court below, and the court below's rejection of the above assertion is just and the above argument is groundless.

(3) Second, although the goods tax or direct logistics tax on the consignment manufacturing and taking-out of mixed radiation, which is the consumption tax belonging to the indirect tax, can not be imposed without regard to the goods, it is a disposition that makes an estimated taxation by presuming the whole quantity of the manufacturing and taking-out specified in the evidence No. 19, without any basis, to be an object of taxation for which the parent's ratio is not more than 50%. However, even though the description of the evidence No. 19, which the domestic tax authority considered as taxation data, is unclear by itself, it is erroneous in concluding that the taxation authority's mixed ratio is less than 50% without any evidence, even if it is erroneous in determining that the mixed ratio is not more than 50% of the taxable goods, the disposition of imposition of the above goods tax and direct logistics tax cannot be deemed to be null and void automatically. Thus, the above argument is groundless.

(4) Third, even if the instant tax disposition is valid, it is nothing more than an illegal disposition. Thus, the non-party 2, the representative director of the non-party company, who is the representative director of the non-party company, could have revoked if the tax disposition would have been filed, or have been negligent in doing so. Therefore, the court below's rejection of the Defendants' assertion of comparative negligence is illegal.

According to Article 1(1)3 of the Goods Tax Act, which was enforced until December 31, 1969, and Article 1(1)3 subparag. 3(3)3(f) of the Enforcement Decree of the same Act and Article 1(3)3(f) of the same Act, a yarn mixed with a mother or half-proof and other textile shall be subject to taxation of goods only if the combined ratio of the mother or half-proof mother is equal to or lower than that of other textiles, i.e., the combined ratio is less than 50%. In addition, according to Article 1(1)1 and 8 of the Goods Tax Act, which was enforced after January 1, 1970, Article 1(1)1 and 8 of the Enforcement Decree of the same Act, it is recognized that there is a difference in the tax rate based on the mother's percentage on the basis of 40/100.

Therefore, the tax authority may impose tax only on the mixed radioactive materials which are not more than the mixed ratio provided for in the above goods tax law among the mixed radioactive materials which are mixed with the mother or half-proof and other textile, and on the basis of the mixed ratio provided for in the above goods tax law. As such, in a case where an appeal is filed with respect to a tax disposition by the tax authority, it does not need to be said that the tax authority has the responsibility to prove the legitimacy of the above taxation requirements and the recognition of the tax rate (in the civil procedure of this case where the defendant claims damages on the premise that the tax evasion was filed in violation of his duty, as seen earlier, it is different from that of the defendants to prove that the said taxation disposition

However, according to the records (in particular, Gap evidence 11 and non-party 3's testimony of the court below), the head of tax office having jurisdiction over the tax disposition of this case against the non-party company can not regard the whole quantity of the manufactured goods as 50% or less or 40% on the ground that it is difficult to conduct an investigation because the non-party 4 was aware of the quantity of the manufactured goods according to the summary sheet (Evidence No. 9) prepared by the non-party 4 and the mixed ratio in the above summary sheet did not appear at all, although the related person failed to cooperate in the tax investigation and it is recognized that the whole quantity of the recorded goods is less than 50% or not more than 40%, or that the tax rate was applied. Thus, the tax office which had filed an appeal against the above taxation disposition cannot avoid the above taxation disposition unless it proves it consistent with the taxation requirements and tax rate criteria.

Ultimately, even though the non-party company did not have any possibility of changing the above taxation disposition if it filed an appeal against the above taxation disposition and pointed out the above illegality, according to the records, the non-party 2, the succeeding representative director of the non-party company, is recognized as having confirmed the above taxation disposition without taking any procedure of objection in addition to filing a request for reinvestigation with the director of the Busan Regional Tax Office as to the above taxation disposition, so the negligence of the non-party company should be considered in determining the liability of the defendants

Nevertheless, the court below rejected the defendant's defense of offsetting negligence on the ground that there is no evidence that the amount of the above taxation was reduced compared to the amount of the original judgment even though the latter representative director of the non-party company asserted the lawsuit of administrative litigation, which is therefore erroneous in the misunderstanding of the legal principles of offsetting negligence related to the illegality of taxation, which affected the conclusion of the judgment.

4. We examine the ground of appeal No. 4.

(1) As a member of the board of directors, it is usual to monitor the performance of duties by the directors in charge of affairs, including the representative director, through the board of directors as a member of the board of directors. However, the duties of the board of directors are not limited to expressing the intent of supporting the agenda presented to the board of directors, and can monitor the overall performance of duties by the directors in charge of affairs, including the representative director. Thus, even though there are grounds to suspect that the performance of duties by the director in charge of affairs by the board of directors was illegal, it cannot be exempted from liability for damages suffered by the company.

According to the records, even though some of the Defendants were the ordinary directors who did not take charge of the duties of the non-party company, they cannot be exempted from their liability solely on the ground that they were ordinary directors, as seen earlier, and they were related to the non-party company that entrusted the processing of mixed radiation at issue in this case, and could have known the non-party company of the illegal performance of duties related to the above entrustment of the processing of the director in charge of the company. Thus, the judgment below which recognized the responsibility of the non-party company's duty of monitoring as a director is just and there is no ground

(2) According to Article 412 of the Commercial Act (amended by Act No. 3724, Apr. 10, 1984) which was in force at the time of the instant case, the supervisory authority of the auditor is limited to the inspection of accounting books and documents, and the inspection of the company's business affairs and financial status when necessary for the performance of duties, and the inspection of the company's property, and the general right to audit is not granted. However, according to the records of the records, the records of the records of the court below, the auditor of the Defendants and Defendant 12 and Defendant 13, among the Defendants, are in a position to clearly know the fact that the non-party company was entrusted, processed, and taken out, and reported as a person involved in the management of the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund and the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund for the fund.

5. We examine the ground of appeal No. 7.

Since liability for damages caused by the breach of duty of director or auditor of a corporation is not a general tort liability, but a default liability due to delegation relationship, the extinctive prescription period is ten years like general liability.

The court below's decision to the same purport is just and it is not justified to dispute the judgment below on the premise that the short-term extinctive prescription period for damage claim due to tort should be applied

In addition, this paper argues that the extinctive prescription does not have the effect of interruption if the creditor has been interrupted only when he/she has filed a lawsuit and has filed a lawsuit on behalf of the creditor, but it cannot be employed only because it is an independent opinion

In addition, the argument that the damage claim for this portion has expired since 10 years have already elapsed prior to the filing of the lawsuit with respect to the closure of the report for the business year from June 1, 1967 to December 31, 1967. However, since the damage claim for this case was asserted by the plaintiff due to the breach of the duties of the defendants, since the non-party company's right to claim compensation for damages incurred by the non-party company due to the imposition and collection of the goods tax and the direct logistics tax from the tax authority, the period of the extinctive prescription is proceeding from the time of the above damage that can exercise the right to claim compensation, and

6. We examine the grounds of appeal No. 8.

In light of the records, even if we look at the records, there is no room to recognize any negligence on the part of the plaintiff who is merely a vicarious exercise of the damage claim against the defendants of the non-party company as the creditor or the victim and contributed to the occurrence of the damage of this case, so the omission of judgment on comparative negligence defense does not affect the conclusion

7. Therefore, the judgment of the court below is reversed for the reasons stated in Paragraph 3 (4) above and remanded to the court below for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating judges.

Justices Lee Il-young (Presiding Justice)