[1] Whether a representative director of a mutual savings and finance company is liable for damages as a director in a case where a mutual savings and finance company fails to recover the loan because the representative director of a mutual savings and finance company loans more than the limit of loan to the same person without securing

[2] Whether a representative director of a mutual savings and finance company who did not secure sufficient security and loans in excess of the loan limit to the same person is included in the scope of cancellation of liability of directors under Article 450 of the Commercial Act (negative)

[1] Where a representative director of a mutual savings and finance company has neglected his/her duties, such as lending money in excess of the limit of loans to the same person at the time when he/she is in office, and thereby has caused damage to the mutual savings and finance company to prevent the collection of loans, he/she shall be liable to compensate for the damage equivalent to the amount exceeding the limit of loans extended to the same person

[2] The cancellation of the liability of directors under Article 450 of the Commercial Act is limited to the matters approved at the ordinary meeting, which are stated in the financial statements, etc., but the representative director of the mutual savings and finance company, who extended loans in excess of the same person's loan limit without securing sufficient collateral, is not known through the financial statements, etc. Therefore, it cannot be deemed that the representative director's liability for damages was cancelled on the ground that there was no other resolution within two

[1] Article 39(1) of the Commercial Act; Article 12 of the former Mutual Savings and Finance Company Act (amended by Act No. 6429 of March 28, 2001) (see Article 12 of the current Mutual Savings Banks Act) / [2] Article 450 of the Commercial Act

[2] Supreme Court Decision 68Da305 decided Jan. 28, 1969 (No. 17-1, 86)

Joint Bankruptcy Trustee of the Bankrupt Mutual Savings and Finance Company and one other (Law Firm Shin, Attorney Jeong Young-young, Counsel for the plaintiff-appellant)

Song-Jon et al. (Law Firm Sejong, Attorneys Ha-Jon et al., Counsel for defendant-appellant)

Seoul High Court Decision 2000Na50192 delivered on November 1, 2001

All appeals are dismissed. The costs of appeal are assessed against the Defendants.

1. Determination on the appeal by Defendant Song-sung

The court below held that the non-party's liability cannot be revoked on the ground that the non-party did not obtain any other resolution within 2 years after the general meeting of the non-party mutual savings and finance company approved the financial statements, etc. at the general meeting of the non-party mutual savings and finance company, since the non-party neglected to perform his/her duties such as lending money exceeding the limit of loans to the same person and failing to secure sufficient collateral, thereby causing damage to the non-party mutual savings and finance company to prevent the collection of loans. Thus, the non-party mutual savings and finance company is liable for damages equivalent to the amount exceeding the limit of loans for the same person from among the loans not collected to the non-party mutual savings and finance company, and the cancellation of the director's liability under Article 450 of the Commercial Act is limited to the matters approved at the general meeting of the general meeting of shareholders as stated in the financial statements, etc.

In addition, it is proper that the court below held that the non-party, immediately after the Financial Supervisory Commission's management improvement order for the non-party mutual savings and finance company was issued, entering into a mortgage agreement that was retroactive to the contract date on February 15, 1997, and completed the registration of establishment of a mortgage on the non-party mutual savings and finance company on two occasions on July 6, 199 and July 8, 199, constitutes a fraudulent act detrimental to the non-party mutual savings and finance company, which is the creditor, and that the non-party was presumed to be a malicious beneficiary, and there is no error in violation of the rules of evidence or inconsistent reasoning, as otherwise alleged in the grounds of appeal. Accordingly, the ground of appeal

2. Judgment on the appeal by Defendant Kim Jong-sik

The court below's decision is justified in holding that the real estate owned by the non-party mutual savings and finance company, which is the only property for which the employee who bears the liability for damages amounting to KRW 2.5 billion, is a fraudulent act detrimental to the creditor and that the defendant Kim Jong-sik is presumed to be a malicious beneficiary, and there is no error in violation of the rules of evidence as alleged in the grounds of appeal. Accordingly, this part of the grounds

On the other hand, the argument that part of the liability for damages to the non-party mutual savings and finance company of the employment entertainment was extinguished by prescription is a new argument that did not exist until the closing of argument in the court below and cannot be a legitimate ground

3. Therefore, all appeals shall be dismissed, and the costs of appeal shall be borne, and this decision is delivered with the assent of all Justices.

Justices Zwon (Presiding Justice)