1. As to KRW 205,00,000 and KRW 150,000 among them, the Defendant shall jointly and severally with C for the Plaintiff, from July 1, 2012 to July 2017.

1. Judgment on the main defense of this case

A. In the instant case where the Plaintiff, a director of the Defendant’s main defense against the Defendant, filed a lawsuit against the Defendant, the Defendant’s auditor, who is not the representative director, must represent the Defendant.

Nevertheless, since the plaintiff filed the lawsuit of this case by indicating the representative director of the defendant as the defendant's representative, the lawsuit of this case shall be dismissed.

B. Article 394(1) of the Commercial Act provides that when a director files a lawsuit against the company, the auditor shall represent the company in respect of the lawsuit.

However, Article 394(1) of the Commercial Act does not apply to a lawsuit filed by a person registered as a director of a company against the company by asserting the resignation against the company, and thus, the representative of the company in such lawsuit shall be deemed not to be the auditor but the representative director

The reasons are as follows.

Since it is not known in the course of the lawsuit in which the resignation of a director was lawfully made in such lawsuit, it is necessary for the court to determine the representative of the company in accordance with the appearance of the company for the stabilization of the litigation relationship.

However, the reason why the Commercial Code provides that auditors represent a company in a lawsuit against a director and a company is to ensure fair performance of a lawsuit, and in a case where a director of the company leaves his office due to resignation, there is no room to apply the above Commercial Code, unless there is any special circumstance.

On the other hand, resignation is a single act with the other party and its declaration of intention reaches the other party and becomes effective at the same time. Thus, even if registration is not completed, it is the principle of losing the status of a director.

Therefore, if a director asserts that he/she has lost his/her position by resignation while filing a lawsuit against the company, he/she can be seen as having left the position of director at least in terms of the relationship between the director and the company.