The appeal is dismissed.

The costs of appeal are assessed against the plaintiff (Counterclaim defendant).

The grounds of appeal are examined.

1. As to the ground of appeal No. 1, based on its stated reasoning, the lower court concluded the instant transfer agreement with the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) under which D, who is the actual representative of the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) acquired all the project implementation rights and business rights incidental thereto regarding the instant housing project of the Plaintiff E, and concluded the instant transfer agreement with the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”), and the Plaintiff guaranteed the Promissory Notes issued by E in order to secure payment of KRW 1.5 billion, which is part of the transfer price under the said agreement. The instant transfer agreement was not in itself established.

It was determined that it was difficult to view that it was cancelled after the fact.

In light of the relevant legal principles and records, the above fact-finding and determination by the court below are just and acceptable, and there were no errors by failing to exhaust all necessary deliberations or by exceeding the bounds of the principle of free evaluation of evidence in violation of logical and empirical rules, or by misapprehending

2. As to the ground of appeal No. 2, the lower court, on the grounds as indicated in its reasoning, determined that the Defendant’s act of issuing the Promissory Notes as the representative director of E Co., Ltd. constitutes abuse of representative authority by unilaterally causing damage to E

In light of the relevant legal principles and records, the above fact-finding and determination by the court below are just and acceptable, and there were no errors by failing to exhaust all necessary deliberations or by exceeding the bounds of the principle of free evaluation of evidence in violation of logical and empirical rules, or by misapprehending

3. As to the grounds of appeal Nos. 3, 4, and 5, the lower court, based on its stated reasoning, cannot be deemed to have known, or could have known, the fact that the Plaintiff did not adopt a resolution at the board of directors in providing the instant bill guarantee.