[1] Where a director, etc. of a company jointly and severally guaranteed a debt arising from a continuous transaction with a third party of the company, the elements to limit the scope of liability to the debt incurred while in office

[2] The case where the guarantor's liability can be limited in a continuous guarantee agreement

[1] Articles 428 and 429 of the Civil Act / [2] Articles 2 and 429 of the Civil Act

[1] Supreme Court Decision 98Da34911 delivered on December 22, 1998 (Gong1999Sang, 187) / [2] Supreme Court Decision 2005Da3554, 35561 delivered on October 27, 2005 (Gong2005Ha, 1844)

Plaintiff

National Agricultural Cooperative Federation

Daejeon District Court Decision 2009Na13888 Decided December 10, 2009

The appeal is dismissed. The costs of appeal are assessed against the plaintiff.

The grounds of appeal are examined.

Where a director, etc. of a company jointly and severally guaranteed a debt arising from continuous transactions with a third party, he/she shall be held jointly and severally liable to directors, etc. only for the debt incurred during the company's continuous transactions because he/she is in the position of director, and there are special circumstances, such as newly receiving a joint and several guarantee by the director, etc. who has been in office at the time of the transaction whenever the transaction partner of the company makes a transaction. In the absence of such circumstances, the scope of liability cannot be interpreted as limited even to the joint and several guarantee in the absence of such circumstances (see Supreme Court Decision 98Da34911, Dec. 22, 1998, etc.).

In addition, in the continuous guarantee contract, the amount of the principal obligation to be returned to the guarantor's expense is much more than the extent that the guarantor has anticipated or could have anticipated at the time of guarantee. The obligee's excessive occurrence of the principal obligation is considerably worse due to the obligee's gross negligence, or the obligee's failure to know such excessive occurrence of the principal obligation was caused by intentionally expanding the transaction size without any notification or intention, and thus, it can be limited to the guarantor's liability within the reasonable scope (see Supreme Court Decision 2005Da3554, 35561, Oct. 27, 2005, etc.).

The court below, citing the reasoning of the judgment of the court of first instance, acknowledged the facts as stated in its holding, and found that the trade name of the Chungcheong Trade Co., Ltd. is changed from the plaintiff to the Dop, while the representative director was changed from the plaintiff to the Dop, the defendant is found to have received the plaintiff's signature and seal on the column of joint and several sureties, but it seems that the above company had received new application for presence while issuing a new credit card in the process of processing the application for change of registration of credit card, and later, the representative director of the above company changed from the non-party 1 to the non-party 2, but it is difficult to recognize that the defendant received new joint and several sureties whenever there is a change in the company's trade name or the representative director's name or the change in the company's name as a joint and several sureties, and there is no provision that the defendant should obtain new joint and several sureties at the time of change of the company's name or the representative director's change in the company's name.

Furthermore, the lower court determined that the Defendant’s assertion that the Plaintiff’s guarantee liability should be limited is not limited solely on the sole ground that the Defendant was aware of the aggravation of the financial status of the said company, and the amount of the instant guarantee liability is merely 1,300 won, and not only falls within the scope that the Plaintiff, the guarantor, could have sufficiently anticipated at the time of the guarantee, but also within the scope that the Plaintiff could have sufficiently anticipated at the time of the guarantee, and that the amount of the credit card re-issuance cannot be deemed to have been intentionally expanded on the ground that it

In light of the above legal principles and records, the judgment of the court below is just, and there is no violation of the rules of evidence, misconception of facts, or misapprehension of legal principles as otherwise alleged in the ground of appeal.

If the former representative is appointed as a joint and several sureties in the business manual for the change of the defendant's member information, the new representative shall be appointed as a joint and several sureties or a new joint and several sureties shall be appointed.

Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Young-ran (Presiding Justice)