1. The part against the defendant in the judgment of the court of first instance shall be revoked, and the plaintiff's claim corresponding to the revoked part shall be dismissed.

1. Determination on the defense prior to the merits

A. In the first instance court of the defendant's assertion, G, which filed a lawsuit against F, the representative director of the plaintiff company, was the auditor of the plaintiff company under Article 394 of the Commercial Act. However, in the appellate court, G, who is the representative director of the plaintiff company, did not have the authority to represent the plaintiff company, since F, the representative director of the plaintiff company, withdrawn

B. Article 394(1) of the Commercial Act, in a lawsuit between a director and a company, may make it difficult to realize the rights of the company due to the homogeneity of interests between the director and the company, so the company’s neutrality and objectivity of the position of auditor shall be entrusted to the auditor.

However, in the first instance trial, the representative F of the Plaintiff recognized that the Plaintiff Company guaranteed the Defendant’s obligation to repay the shares paid in person by the Plaintiff Company. The Defendant, upon receiving the instant litigation documents and protesting against F, stated that F was “I want to pay a company by an external auditor G, and F was at any doubt about whether I would respond to the company by using the attorney-at-law” (the Defendant’s grounds of appeal on January 29, 2014). In this case, F and the Defendant seem to have a same interest.

Therefore, in accordance with the above provisions of the Commercial Act, it is reasonable to apply mutatis mutandis to the case where the representative of the Plaintiff Company against the Defendant, who represents the Plaintiff Company, becomes an auditor G, not a representative director.

(In addition, since the auditor G has been proceeding with the first instance trial from the lawsuit of this case against the defendant, it is reasonable to represent the plaintiff company in the appellate trial). The defendant's defense is without merit.

2. Judgment on the merits

A. 1F, on August 21, 201, borrowed from a certified judicial scrivener named in the name of the Plaintiff Company, deposited KRW 450 million with capital increase issued by the Plaintiff Company’s post office as capital increase and received a certificate of stock payment custody on the 24th of the same month.