The judgment of the court below is reversed, and the case is remanded to the Seoul Central District Court Panel Division.

The grounds of appeal are examined.

Article 395 of the Commercial Act provides for the company's liability for acts of directors using a name that can be recognized as having authority to represent the company. In order to protect a third party who has trusted the appearance of a representative director in accordance with the doctrine of notions or theory of external appearance by an indication, the above provision shall apply mutatis mutandis to cases where the company allows a third party who is responsible for the existence of such appearance to use the name of the representative director in good faith, not only to cases where the company allows a person who is not qualified as a director to use the name of the representative director in good faith, but also to cases where a person who is not qualified as a director uses the name of the representative director in his/her own discretion without taking any measures despite the company

(See Supreme Court Decision 97Da34709 delivered on March 27, 1998, etc.). Nevertheless, the court below rejected the Plaintiff’s assertion that “The Plaintiff’s former representative director, “G, who was the former director of the Plaintiff, issued the instant promissory note to the Defendant to pay for the Defendant the Defendant the obligation to D” (No. 3-2) and issued a confirmation to the effect that “The Plaintiff, who was the former director of the Plaintiff, delivered the instant promissory note to the Defendant is an act of the apparent representative director as provided in Article 395 of the Commercial Act.” However, the court below rejected the Plaintiff’s assertion solely on the ground that G

Such measures by the court below are erroneous in the misunderstanding of legal principles as to the apparent representative director and failing to exhaust all necessary deliberations, which affected the conclusion of the judgment.

The second ground for appeal pointing this out is with merit.

Therefore, without further proceeding to decide on the remaining grounds of appeal, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided by the assent of all participating Justices