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Main Issues
Liability of the company for acts of apparent representative director who is not qualified as directors
Summary of Judgment
Even if the representative director is not qualified as a director, the company shall be liable to a bona fide third party for the act of the representative director even if the company allows him/her to use the name of the representative director or the company permits him/her to use such name with the knowledge of the fact.
[Reference Provisions]
Article 395 of the Commercial Act
Reference Cases
Supreme Court Decision 77Da2436 Decided February 13, 1979
Plaintiff-Appellee
Korea Daily Co., Ltd.
Defendant, the superior, or the senior
Kim Jong-Un Co., Ltd.
Judgment of the lower court
Seoul Central District Court Decision 86Na1633 delivered on January 16, 1987
Text
The appeal is dismissed.
The costs of appeal are assessed against the defendant.
Reasons
We examine the grounds of appeal.
Although the Apparent representative director is not qualified as a director, the company is liable to a bona fide third party for the act of the Apparent representative director (see Supreme Court Decision 77Da2436, Feb. 13, 1979) in accordance with Article 395 of the Commercial Act even if the company permits the use of the Apparent representative director's name or the company's use of the Apparent representative director's name with the knowledge of the fact that the court below actually requested the advertisement of this case based on the evidence, although the person who actually requested the advertisement of this case is the non-party 1, the defendant company was formed between the non-party 2 and the plaintiff's employees with the fact that the Apparent representative director is in the position of the defendant company in the office of the defendant company, and the advertisement of this case was formed between the non-party 2 and the plaintiff's employees as the defendant company. Although the above non-party 2 is actually non-party 1 and the above non-party 2 is not qualified as a director of the defendant company, the defendant company should be liable for the plaintiff
Therefore, the appeal is dismissed, and the costs of appeal are assessed against the defendant. It is so decided as per Disposition by the assent of all participating Justices.
Justices Park Jong-hee (Presiding Justice)