1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

1. The reasons for the court's explanation concerning this case are as follows: the name of the defendant, "B", "B", and the name of the representative director of the plaintiff, "B", "B", and the name of the defendant, "B", which are "B", are as follows. The defendant's assertion in the trial of the court of first instance is as stated in the column of reasons for the judgment of the court of first instance except for additional determination as to the contents claimed by the defendant in the trial of the court of first instance pursuant to the main sentence of Article 420 of the Civil Procedure Act. Thus, it is cited as it is in accordance with the main sentence of Article 420

(The judgment of the court of the first instance is recognized as legitimate even if the defendant's additional testimony of documentary evidence and witness of the trial of the court of the first instance presented in the trial. 2. Additional judgment

A. The summary of the defendant's assertion 1) Even if the entrustment management contract of this case was concluded between the plaintiff and the defendant, it is invalid because the defendant, the only in-house director of the plaintiff, entered into a contract unfavorable to the plaintiff, which constitutes one's own transaction under Article 398 of the Commercial Act. 2) At the time of the preparation of the agreement of this case, the defendant, who was the representative of the plaintiff, was authorized to act for the plaintiff, or was ratified explicitly by the plaintiff under the agreement of this case. Thus, the agreement under the agreement of this case remains effective against the plaintiff.

B. Article 398 of the Commercial Act provides that a director’s claim for self-transaction shall be subject to the approval of the board of directors for a transaction between a director and a company. The purpose of the provision is to prevent a director from pursuing his own interest and causing damage to the company and a shareholder by making a direct transaction with the company or a transaction with a third party for his own interest. Thus, in light of the purport of the provision, a transaction between a director and a company violates Article 398 of the Commercial Act.