Where a company permits the use of the name of the representative director by a joint representative director, and the liability under Article 395 of the Commercial Act;

In cases where a company determines that several representative directors jointly represent the company and registers such fact, if one of the joint representative directors permits or neglects to do a juristic act using the name of representative director, the company shall be liable for the juristic act done solely on behalf of the company against a third party acting in good faith under Article 395 of the Commercial Act.

Article 395 of the Commercial Act

[Plaintiff-Appellant] Plaintiff 1 and 1 other (Law Firm Han-sung, Attorneys Park Jae-young and 1 other, Counsel for plaintiff-appellant-appellant-appellant-appellant-appellant-appellant-Appellee)

Plaintiff 1 and one other

Two Won Construction Co., Ltd. and two others

Seoul High Court Decision 92Na47733 delivered on August 19, 1993

All appeals are dismissed.

The costs of appeal shall be assessed against the defendants.

1. Determination on the first ground of appeal by Defendant Two Won Construction Co., Ltd. (hereinafter referred to as Defendant Co., Ltd) and Defendant two and Defendant three

A. In a case where several representative directors jointly represent the company and have registered it, when one of the joint representative directors permits or neglects to do a juristic act using the name of representative director, the company shall be liable for the juristic act done solely on behalf of the company against the third party acting in good faith pursuant to Article 395 of the Commercial Act (see, e.g., Supreme Court Decision 91Da1911 delivered on Nov. 12, 191; Supreme Court Decision 92Da1903 delivered on Oct. 27, 1992). Accordingly, we cannot accept the decision of the court below that ruled to the same purport that there was an error in the misapprehension of legal principles as to the apparent representative director under Article 395 of the Commercial Act.

B. The decision of the court below on the point that the plaintiff pointed out the theory of lawsuit (the fact that the plaintiff is a bona fide third person who is a joint representative director of the defendant company's joint representative in entering into the apartment sale contract with the defendant company to purchase the real estate of each of the 1 and 2 of this case, and that the non-party 1, who is the sole representative director of the defendant company, has the right to represent the defendant company independently, and the non-party 2, who agreed on October 6, 198 that the non-party 1, who was the sole representative director of the defendant company, shall assume all obligations arising from the apartment sale contract, etc. of this case that the non-party 1 signed with the defendant company solely on behalf of the defendant company, shall be justified in light of the evidence relation as explained by the court below, and it cannot be deemed that the judgment below erred by violating the rules of evidence or by misapprehending the legal principles on the history of commercial registration,

2. Determination as to ground of appeal No. 2

The judgment of the court below as to the point that the theory of lawsuit points out (the point that the registration of ownership transfer with respect to the second real estate of this case was made on the ground of a false declaration of intention in collusion with Defendant 2) is just and acceptable in light of the evidence relation as stated by the court below, and it cannot be viewed that there is an error of law that misleads the facts contrary to the rules of evidence, such as the theory of lawsuit, against the rules of evidence. The argument is nothing more than criticism of the judgment of the court below for the determination of evidence and the recognition

3. Determination as to each ground of appeal No. 3

The court below held that since the defendant company's debt amounting to 50,000,000 won against the non-party 3, a transfer registration of ownership was made under the above non-party 3's designation instead of 10,000,000 won, and the above non-party 3 agreed to transfer the ownership of the second real estate to the non-party 3 and completed the registration of ownership transfer under his name, the above defendant's assertion that the registration is valid in conformity with the substantive relationship is not sufficient to acknowledge the above defendant's assertion, and even if it is assumed that the non-party 3 and the above defendant agreed to receive the second real estate in accord with the defendant company's claim relation with the non-party 3 and the above defendant company, the court below rejected the defendant's assertion that the above non-party 2 purchased the second real estate in this case from the defendant company prior to the above payment agreement and completed the provisional disposition against the defendant company, and therefore, the above defendant's transfer registration cannot be asserted against the above plaintiff.

4. Therefore, all appeals by the Defendants are dismissed, and the costs of appeal are assessed against the Defendants who have lost them. It is so decided as per Disposition by the assent of all participating Justices.

Justices Ahn Yong-sik (Presiding Justice)