A. Method of determining whether the act of the manager is related to the business of the manager

(b) Where the act of the manager may oppose the other party on the ground that he/she has violated the restriction on his/her proxy authority;

A. Whether the act of the manager is about the business of the manager must be determined abstractly according to the objective nature of the act regardless of the manager's subjective intent at the time of the act.

(b) Even where the act of the manager is deemed to be an act concerning business administration in view of his objective nature, if the manager has committed an act for himself or a third party's interest or in contravention of the restriction on his right of representation, only if the other party has acted in bad faith, the proprietor may oppose the other party

Article 11 of the Commercial Act

[Judgment of the court below]

National Bank of Korea, Attorneys Kim Jae-in, Lee Jae-sik, and Yol-in, Counsel for the defendant-appellant

Seoul High Court Decision 86Na285 delivered on August 21, 1986

The appeal is dismissed.

The costs of appeal shall be borne by the defendant.

The grounds of appeal are examined.

With respect to the First Ground:

According to the reasoning of the judgment below, according to the facts without dispute and the evidence duly admitted, the court below acknowledged the fact that the plaintiff entered into a contract with the non-party 2 to sell the real estate at the defendant's ○○○ Branch Office on February 5, 1985 to the non-party 2 at the defendant's ○○ Branch Office's 150,000,000 won for the plaintiff's original adjudication on the plaintiff's ownership under the presence of the non-party 1, and the above non-party 1 entered into an agreement with the non-party 2 on behalf of the defendant to grant a loan of KRW 150,00,000 with the above real estate as security on behalf of the defendant, and the above non-party 1 agreed to grant the above money to the non-party 2 as the above real estate sale price to the plaintiff and the non-party 2 at the 20th of that month. The above fact finding is justifiable in light of the records, and there is no violation of the rules of evidence.

2. On the second ground for appeal:

Whether a manager's act is related to the business of a manager shall be determined abstractly according to the objective nature of the act regardless of the manager's subjective intent at the time of the act. Accordingly, the defendant's loan under Article 18 (1) 4 of the National Banking Act is one of the business of the defendant's manager, and the non-party 1, the head of the above 00 branch office, as the defendant's manager, has a comprehensive power of attorney over the business of the above branch office. Thus, the non-party 1's agreement to pay directly to the plaintiff the money to the non-party 2 pursuant to the agreement with the plaintiff and the non-party 2 is incidental to the "loan of funds" as one of the defendant's business, and it falls under the scope of the defendant's business or the non-party 1's right of attorney as the head of the above branch office. Accordingly, the above agreement made by the non-party 1

However, even if any act of a manager is deemed to be an act concerning business administration in view of its objective nature, if the manager has committed an act in violation of the restriction on his or her right of representation for his or her own interest or a third party, he or she may oppose against the other party for such reason.

In the same purport, the court below is just in holding that the above agreement made by Nonparty 1 is related to the business of business owner in light of its objective nature, and there is no evidence to view that at the time of the above agreement, Nonparty 1 knew of the Plaintiff’s agreement without intent to conduct the Defendant’s business or in violation of the prohibition of restricting the right of representation by the Defendant’s internal rules, etc., and therefore, the Defendant cannot oppose the Plaintiff on such ground. There is no error of law by misunderstanding legal principles as to the scope of the right of representation, such as theory of lawsuit, or by neglecting the determination of evidence.

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

Justices Yoon Il-young (Presiding Justice)