If the executive director of a company issues a promissory note representing the name of the representative director, the company's liability.

If the executive director of a company issues a promissory note representing the name of the representative director, the company shall be liable as an issuer of such promissory note in accordance with Article 395 of the Commercial Act.

Article 395 of the Commercial Act

Supreme Court Decision 4292Da123 delivered on December 3, 1959 (Supreme Court Decision 8214 delivered on December 3, 1959, Decision 39571(2)743 delivered on the summary of the decision)

Plaintiff

Defendant corporation

Seoul Central District Court (66A6787) of the first instance trial (Supreme Court Decision 66Da6787)

The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Text 1 of the original judgment can be provisionally executed.

The defendant shall pay to the plaintiff 3 million won with 36% interest per annum from May 15, 66 to the full payment date. The defendant shall pay to the plaintiff 3 million won with 5% interest per annum.

The judgment that the costs of lawsuit shall be borne by the defendant and the declaration of provisional execution were sought.

The defendant's attorney shall revoke the part against the defendant among the original judgment.

The plaintiff's claim is dismissed. The court of first and second instances sought a judgment that all of the costs of lawsuit shall be borne by the plaintiff.

The plaintiff's assertion that the non-party 1, who was the representative director of the defendant company Gap, issued the above promissory note under the name of the non-party 1 (hereinafter referred to as "non-party 2") such as the non-party 6's certificate. The plaintiff's above assertion that the non-party 1's act is an act of the representative director under Article 395 of the Commercial Act, and thus the defendant company should be liable for it. Thus, according to the provisions of Article 395 of the Commercial Act, the non-party 1's act of the non-party 2's act of using the name that is deemed as the president, vice president, managing director, or other director's representative director's act is not authorized to represent the company, the non-party 3's company should be liable for the above non-party 6's non-party 1's non-party 2's non-party 6's non-party 1's non-party 6's non-party 1's non-party 6's non-party 1's non-party 6's non-party 3's testimony.

Therefore, as seen above, even if Non-party 1, the executive director of the defendant company, issued a promissory note representing the name of the representative director of the defendant company, in consideration of the fact that the defendant company should be held liable under Article 395 of the Commercial Code, the defendant company shall be held liable for the act in the name of the representative director, and the defendant company shall be held liable for the act in the name of the representative director. Although the executive director does not refer to the act in the name of the representative director directly, if the executive director is held liable for the act in the name of the representative director, the company shall be held liable for the act in the name of the representative director, and if the executive director is determined the company's liability according to the general principle of the Civil Code as to the act in the name of the representative director, the same act in the name of the representative director differs from the legal effect of the above provisions of the Commercial Code, as well as it violates the spirit of the above provisions, it is reasonable to interpret that the defendant shall be held liable for the act in the name of the representative director without the authority as above in this case.

First, the defendant's argument that the non-party 1 who issued the Promissory Notes does not have the authority to represent the defendant company or to pay the amount on behalf of the defendant company, and that the above Promissory Notes is forged, and in light of the above stated reasoning, the defendant's argument is without merit. Second, the defendant argues that the plaintiff is the person who acquired the Promissory Notes from the non-party 3 and the plaintiff did not have the authority to pay the amount on behalf of the company, so it cannot be viewed as a bona fide good faith. The result of the criminal record verification by the court below or the testimony by the non-party 1 witness of the court below did not have the authority to pay the amount on behalf of the company, and the testimony by the non-party 4 of the court below does not have the evidence that the plaintiff did not have the authority to pay the amount on behalf of the company, and it includes the person who received the endorsement and transfer of the Promissory Notes as stated in Article 395 of the Commercial Act. Finally, the defendant's argument also is groundless.

Therefore, the defendant is obligated to pay the agreed interest rate of 3,00,000 won out of the face value of promissory notes corresponding to the above principal of the loan recognized in accordance with the plaintiff's assertion and 36.5.15% per annum from 66.5.15 to 3.5% per annum under the Interest Limitation Act, and the plaintiff's claim for payment of such money is justified without any further need to determine other points, and the original judgment shall be accepted in some different conclusions, but the original judgment shall not be modified more disadvantageously to the defendant than the original judgment as the case for which only the defendant appealed, and it is so decided as per Disposition by applying Articles 95 and 89 of the Civil Procedure Act to the rejection of the appeal, and Article 199 of the Provisional Execution Act to the burden of litigation costs.

Judges Kim Young-ok (Presiding Judge)