The liability of the company for the discount of the bill issued by the managing director who is not entitled to represent the company.

Although the company is not registered as a director on the register of the company, if the company gives the position of the managing director in charge of business outside the company and gives endorsement of bills and borrows money in lieu of the regular director of the company, the company is liable to a bona fide third party under Article 395 of the Commercial Act, because it does not have the right to endorsement of bills or money on behalf of the company and borrow money.

Article 395 of the Commercial Act

Seoul High Court Decision 77Da2436 decided Feb. 13, 1979; 77Da2436 decided Feb. 13, 197; 195(1) of the Commercial Act, Article 395(1) of the Commercial Act, Article 1205(1) of the Commercial Act, Article 27(1) through (66)

Kim Jong-so

Defendant Company

1. The plaintiff's main claim is dismissed.

2. As to the Plaintiff KRW 25,00,000 and KRW 10,000 among them, the Defendant shall pay to the Plaintiff an amount of KRW 5,000 from June 21, 1983 to June 26, 1983 with an amount of KRW 10,00,000 per annum from June 26, 1983 to the date of full payment.

3. The costs of lawsuit shall be borne by the defendant.

4. The above paragraph 2 can be provisionally executed.

The plaintiff should pay to the plaintiff 25,00,000 won with 25% interest per annum from the day following the delivery of the complaint of this case to the day of full payment.

The judgment and the declaration of provisional execution that the costs of lawsuit shall be borne by the defendant, and the judgment and the declaration of provisional execution as stated in Paragraph 2 of this Article are respectively sought.

In full view of the statements in Gap evidence Nos. 2-1 through 6 (each promissory note) which can be recognized as the authenticity by the testimony of the witness non-party 1, and each of the testimonys and arguments of the witness and non-party 2 from March 9, 1983 to the witness and non-party 28 of the same month, each endorser of six promissory notes with the total face value of KRW 25,00,000,000, in the separate sheet issued by the non-party 3 as the payee from March 9, 1983, shall be endorsed by the non-party 1 as the name of the ordinary director of the defendant company and deliver it to the plaintiff as a security, and the remaining amount after deducting the interest of KRW 3% per month from the date of endorsement to the date of payment, and there is no counter-written evidence.

As the Plaintiff’s primary exercise of the right of recourse against the endorser of the above Promissory Notes on the premise that Nonparty 1 was the representative of the Defendant company or as the representative director, the Defendant had the right of recourse to the above Promissory Notes. As to the Defendant’s conjunctive claim for loans to persons interested in the cause of the above Promissory Notes, Nonparty 1, who is an endorser of the above Promissory Notes, was only in charge of sales at the Defendant company, and is not an executive director or a managing director, and the Plaintiff did not have the right of issuance or endorsement of the Promissory Notes on behalf of the Defendant company, even though Nonparty 1 was well aware that he did not have the right of issuance or endorsement of the Promissory Notes, the Defendant Company did not have any responsibility for the above lending of the above money to the Plaintiff regardless of its own needs, and thus, the Defendant Company did not have the right of payment for the above money to Nonparty 1’s own act, and thus, the Defendant Company did not have the right of payment for the above money to Nonparty 1’s purchase of the Promissory Notes, and did not have the right of Nonparty 1’s.

Thus, in relation to the above acts performed by the non-party 1 using the name that the defendant company is entitled to represent the defendant company, the non-party 1 is responsible for the endorsement and assignment of bills and borrowing of money to the plaintiff who is a bona fide third party.

However, in order for the Plaintiff to exercise the right of recourse against the endorser of a promissory note, which is a primary claim, the payment of the promissory note must be presented for the payment at the place of payment within the period for which the payment was presented. Since the Plaintiff’s presentation for payment of each of the said promissory notes was made on August 16, 1983 after the expiration of the payment presentment period (from June 20, 1983 to July 2, 1983) of each of the said promissory notes, the Plaintiff’s primary claim is groundless.

Therefore, the defendant sought as a preliminary claim by the plaintiff. The non-party 1 is obligated to pay damages for delay at the rate of 25 percent per annum from July 1 of the same year to July 1 of the same year for the amount of KRW 10,000,000 for the amount of KRW 25,000,000 which was borrowed from the plaintiff as the regular business of the defendant company as if the non-party 1 were the representative of the defendant company and the amount of KRW 10,000 which is the above agreement from the date of payment to the date of full payment, and within the scope of the limit under the Interest Limitation Act for the amount of KRW 5,00,000 which is claimed by the plaintiff, from June 21, 1983 to the date of full payment. Thus, the plaintiff's preliminary claim is justified.

Therefore, the plaintiff's primary claim is rejected, and the conjunctive claim is accepted, and the burden of the costs of lawsuit is decided as per Disposition by applying Article 89 of the Civil Procedure Act to the provisional execution declaration, Article 199 of the same Act to the provisional execution declaration, and Article 6 of the Act on Special Cases Concerning Promotion, etc. of Legal Proceedings

Judge Cho Jae-ho (Presiding Judge)