1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

purport.

1. Basic facts

A. The Defendant was the representative director of the Plaintiff from May 10, 2006 to March 30, 2012, and the director C and auditor were also executives of the Plaintiff around December 2009.

B. On December 14, 2009, the defendant entrusted a notary public with the preparation of a notarial deed of a monetary loan agreement with the content that "the plaintiff borrowed KRW 670,765,800 from the defendant on December 14, 2009 at the rate of 30% per annum, interest and delay damages, and if the above loan obligation is not repaid, it shall be recognized that there is no objection even if compulsory execution is performed," and on the same day, the notarial deed of a monetary loan agreement with the above content (hereinafter "notarial deed of this case") was made by the notary public under the 771 of the 2009 deed which was signed by the notary public.

【Reasons for Recognition】 The entries of evidence Nos. 1-1 and 10-10, and the purport of the whole pleadings

2. The cause of the claim and the judgment thereof

A. The Defendant’s act of entrusting the preparation of the instant notarial deed constitutes an act of conflict between directors and stock companies, and thus the approval of the board of directors is required. The Defendant entrusted the preparation of the instant notarial deed on the basis of a forged general meeting of shareholders. Even according to the Defendant’s forged general meeting of shareholders, the Defendant requires the management staff to attach data calculated and gathered the content of the notarial deed to the notarial deed. However, the notarial deed is invalid as it is not accompanied by such data.

B. Determination 1) The instant notarial deed constitutes an act of conflict between directors and stock companies with the content that the Plaintiff bears the obligation to the Defendant, a representative director, at the time of its preparation, and thus, the Defendant’s commission of the instant notarial deed from the Plaintiff’s representative director’s qualification requires the approval of the board of directors pursuant to Article 398 of the Commercial Act (amended by Act No. 10060, Apr. 14, 201).