A. Whether the act of appointing an attorney by the representative director appointed by provisional disposition belongs to the regular director of the company (affirmative);

(b) Number of liquidators of the stock company;

(c) Validity of a resolution on appointment of directors at a general meeting of liquidation corporation;

(d) The effective term of provisional disposition suspending the execution of duties of directors who have no fixed period of suspension.

A. The act of a person who was appointed as a representative director due to provisional disposition delegated the attorney-at-law to act as a representative director, entering into the relevant fee contract, or entrusting the counter-appeal in relation thereto belongs to the regular business of the company, but the agreement on the payment of remuneration to the other party of the company cannot be deemed as falling under the regular business of the company, so

(b) The number of liquidators of a stock company shall be no superior even to one person, and in that case one liquidator shall be a representative liquidator as a matter of course.

C. Where a company is dissolved, unless otherwise provided in the articles of incorporation or unless a general meeting of shareholders appoints a liquidator, a director shall naturally become a liquidator and a new director may be appointed at the expiration of the term of office. Therefore, the resolution of appointment shall not be deemed null and void on the ground that a director was appointed without a liquidator at a general meeting of shareholders of the liquidated corporation.

D. In the case of a lawsuit seeking revocation or invalidation or non-existence of the resolution of the general meeting of shareholders that appointed the pertinent director, etc. whose execution of duties has been suspended by provisional disposition, if the provisional disposition creditor won the lawsuit, and the judgment becomes final and conclusive, the provisional disposition will lose its effect as a matter of course by attaining the purpose of the judgment in favor of the merits, even in the absence of

(a) Article 408(b) of the Commercial Act; Article 531(d) of the Commercial Act; Article 407 of the Civil Procedure Act; Article 714(2) of the Civil Procedure Act;

Supreme Court Decision 88Meu983, 9890 Decided May 23, 1989, Supreme Court Decision 88Meu17877 Decided September 12, 1989

Attorney Park Jong-young, et al., Counsel for the defendant-appellant

Defendant 1

Defendant 2 and five others

Seoul High Court Decision 85Na4359 delivered on October 16, 1987

All appeals are dismissed.

The costs of appeal shall be assessed against each appellant.

1. First, we examine the ground of appeal by the Plaintiff’s attorney.

On the first ground for appeal

The act of a person who has been appointed as a representative director by provisional disposition delegated the attorney-at-law to act as a representative and concluding the fee contract belongs to the regular business of the company, and it is also the case of entrusting the counter-litigation.

In the same purport, the court below is just in holding that Nonparty 1, an acting liquidator of the plaintiff company, delegated the lawsuit to Defendant 1, an attorney-at-law and completed the registration of transfer of ownership in the same name as that of the defendant in accordance with the fee payment agreement, cannot be deemed to exceed the scope of the company's regular business affairs. There is no error in the misapprehension of legal principles as to the scope of authority of the acting liquidator

On the third ground for appeal

Since there are not less than two liquidators, the execution of duties by one acting liquidator as a liquidator of a liquidation company is an incomplete juristic act, so a juristic act by one liquidator in a dissolved corporation must obtain permission from the court, or there is no limitation on the number of liquidators of a stock company. In this case, one liquidator is the representative liquidator as a matter of course.

In the opposite view above, we cannot be employed to criticize the judgment of the court below.

On the second ground for appeal

Defendant 1, an attorney-at-law, to accept the case and take over the forest of this case, which is the object of the right to dispute as remuneration, shall not be employed as an attacking the original judgment on the ground that it did not assert that there was a violation of Article 25 of the Attorney-at-Law Act and that the appeal

2. Next, we examine the grounds of appeal by the attorney, including Defendant 2, Defendant 3, Defendant 4, Defendant 5, and Defendant 6, and the grounds of appeal by Defendant 7.

On the first ground for appeal

According to the reasoning of the judgment below, the court below rejected the defendants' assertion that the plaintiff company's general meeting of shareholders was non-existent on July 18, 1984, on the ground that it is difficult to recognize the defendants' grounds for non-existence of evidence alone, and there is no other evidence to find that there was a defect to the extent that the above general meeting of shareholders was non-existence. In light of the records,

As long as the above measures of the court below are justified, it is without merit to determine whether there was any error in the court below's explanation about the general meeting of shareholders, since it does not affect the conclusion of the judgment, and therefore, it is without merit.

On the second ground for appeal

If a company is dissolved, except in the case of merger or bankruptcy, if there are other provisions in the articles of incorporation or if a general meeting of shareholders does not appoint a liquidator separately, a director shall naturally become a liquidator and a new director may be appointed at the expiration of the term of office. In the same purport, the court below is just in holding that the resolution of appointment cannot be deemed null and void on the ground that a director was appointed without a liquidator at a general meeting of shareholders of the liquidated corporation

On the third ground for appeal

In a lawsuit on the merits where a director, etc. whose execution of duties has been suspended due to a provisional disposition is revoked or its invalidation or non-existence is confirmed, if the judgment becomes final and conclusive, the provisional disposition shall lose its validity as a matter of course by attaining the purpose of the judgment in favor of the principal case, even if the period of suspension of the performance of duties is not fixed (see Supreme Court Decision 88Meu9890 delivered on May 23, 1989). Therefore, the argument of the judgment of the court below is not permissible.

On the fourth ground

The act of the representative director of a corporation and acting for the representative director of the corporation delegated the attorney-at-law to act as a litigation agent and concluded the fee contract belongs to the regular director of the corporation. However, the agreement on the payment of attorney's fees to the other party of the company cannot be deemed as the regular director of the company. In the same purport, the court below is just in holding that the decision is null and void without the permission of the court, since the same day as the payment of attorney's fees to the other party of the company belongs to the regular director of the company. Thus, the court below did not err in the misapprehension

The Supreme Court precedents cited by the theory of the lawsuit are different cases, and it is not appropriate to this case.

Concerning points 5 and 6

According to the reasoning of the judgment of the court below, as to the assertion that the defendant 2, the bona fide third party, and the defendant 4, the defendant 5, and the defendant 6, who were transferred part of the share in the forest of this case from the defendant 2, even though the act of the plaintiff's acting liquidator was not included in the company's regular business activities, the defendant 1, who was a bona fide third party, and the defendant 3, the defendant 4, the defendant 5, and the defendant 6, could not be asserted against the defendant 2. However, the above argument is rejected because the defendant 2 acted in good faith. The review by the record of the court below is acceptable and there is no violation of the rules of evidence such as the theory of lawsuit.

In addition, we cannot accept the argument that there was an error in the omission of judgment since the judgment of the court below was not included in the judgment of the defendant 3, defendant 4, defendant 5, and defendant 6.

However, according to the reasoning of the judgment below, Defendant 2 could know the fact that he donated part of the forest land of this case from Nonparty 2, his fleet, and therefore, Defendant 2 erred in the judgment below's explanation that he was the direct counter-party of the Plaintiff company, but the court below acknowledged that Defendant 2 cannot be seen as the good faith, so the above error does not affect the conclusion of the judgment, and therefore, it is without merit.

In addition, the above grounds of appeal Nos. 5 and 6 of Defendant 7 are new facts not asserted in the original trial, and they do not constitute legitimate grounds of appeal.

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

Justices Yoon So-young (Presiding Justice)