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(영문) 수원지방법원성남지원 2019.09.10 2018가단235759
물품대금
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Determination on the application of the theory of denial of legal personality

A. The plaintiff's assertion has a claim against the non-party corporation C (hereinafter "non-party corporation"), and the non-party corporation is actually operated by the defendant, the only internal director, who is his representative and the sole internal director, and the defendant is also jointly and severally liable to pay the price for the above goods to the non-party corporation by applying the theory of denial of legal personality.

B. The defendant cannot be held liable for the transaction with the non-party company. Moreover, the defendant only lent the name of the representative to the non-party D who is the actual manager and did not participate in the management of the non-party company. Thus, the plaintiff's claim is unreasonable.

C. In light of the judgment, where a company is in the external form of a juristic person but merely takes the form of a juristic person and practically takes the form of the juristic person, or where it is used without permission for the purpose of avoiding the application of the laws against the person behind the juristic person, the denial of the responsibility of the person behind the juristic person by asserting that even if the act of the company is an act of the company in the external form, it shall be attributed only to the company on the ground that the person behind the company is a separate person, and the legal effect thereof shall be attributed to the company, cannot be permitted in light of the justice and equity as an abuse of the juristic person in violation of the principle of trust and good faith. Therefore, the company as well as the person behind the corporate action shall be held liable

However, if the company seems to be only an individual company of a person behind the corporate personality, in principle, the company's legal act or fact-finding act at issue is mixed with the company and its hinterland to the extent that it is difficult to distinguish between the company and its surrounding person, or the general meeting of shareholders.

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