[1] Requirements for the establishment of a company during the establishment

[2] The case holding that one of the promoters recognized the company's tort liability on the ground that the tort committed by one of the promoters while promoting the company's incorporation was closely related to the company's representative director's duties after establishment objectively

[3] Whether confession of indirect facts is binding (negative)

[1] In order to establish a company under incorporation, the articles of incorporation is prepared and the promoters have accepted at least one share of shares.

[2] The case holding that one of the promoters recognized the company's tort liability on the ground that it is closely related to the company's representative director's duties after the establishment of the company objectively after the appearance of unlawful act committed in promoting the incorporation

[3] The court or the party concerned shall not be bound to make a confession of indirect facts.

[1] Article 172 of the Commercial Act / [2] Article 35 (1) of the Civil Act, Article 172 of the Commercial Act / [3] Article 261 of the Civil Procedure Act

[1] Supreme Court Decision 90Nu2536 delivered on December 26, 1990 (Gong1991, 660), Supreme Court Decision 93Da50215 delivered on January 28, 1994 (Gong1994Sang, 830), Supreme Court Decision 97Da56020 delivered on May 12, 1998 (Gong198Sang, 1611) / [3] Supreme Court Decision 92Da21135 delivered on November 24, 1992 (Gong193Sang, 226), Supreme Court Decision 94Da37868 delivered on November 4, 1994 (Gong194, 3235), Supreme Court Decision 97Da97989 delivered on February 28, 197 (Gong1994, 3235)

Plaintiff (Attorney Kim Nam-jin, Counsel for the plaintiff-appellant)

Cropic Environment Co., Ltd. (Attorney Park Jong-ho, Counsel for defendant-appellant)

Seoul High Court Decision 98Na25407 delivered on June 9, 1999

The appeal is dismissed. The costs of appeal are assessed against the defendant.

The grounds of appeal are examined.

On November 293, the court below held that the non-party 1 was the joint owner of the non-party 1's headquarters and the non-party 2's non-party 1's non-party 2's non-party 3's non-party 1's non-party 5's non-party 1's non-party 2's non-party 1's non-party 3's non-party 1's non-party 1's non-party 5's non-party 1's non-party 1's non-party 2's non-party 1's non-party 1's non-party 1's non-party 1's non-party 2's non-party 1's non-party 1's non-party 2's non-party 1's non-party 1's non-party 1's non-party 1's non-party 3's non-party 1's non-party 1's non-party 1's non-party 1's non-party 1's.

Furthermore, the lower court determined that, inasmuch as Nonparty 1’s act of disposing of the shower in this case constitutes a tort against the Plaintiff, the mortgagee, and such tort appears to have been committed objectively in close relation to the duties as the representative director of the Defendant Company, the Defendant Company was liable to compensate the Plaintiff for damages incurred by Nonparty 1’s intentional tort in relation to the said duties.

In order to establish a company under incorporation, the articles of incorporation was prepared and at least one week of incorporation (see Supreme Court Decision 97Da56020, May 12, 1998; Supreme Court Decision 93Da50215, Jan. 28, 1994). Examining detailed records, the court below acknowledged that the non-party 1 did not have an objective evidence as to whether the non-party 1’s establishment of the company under incorporation was based on the facts that the non-party 1 took over at least one share of the shares at the time of establishment of the company under incorporation, and that the non-party 1 was not the representative director of the company at the time of establishment of the non-party 1 as well as the non-party 1’s act of disposal on behalf of the non-party 1 as the non-party 1’s act of disposal on behalf of the non-party 1 at the time of establishment of the company. Thus, the court below acknowledged that the non-party 1 did not have an objective act of disposal on behalf of the company.

The judgment of the court below to the same purport is just, and there is no error of law by misunderstanding the legal principles as to the company under establishment or the legal principles as to the liability for damages caused by the illegal act of the representative director.

Inasmuch as Nonparty 1 acquired and disposed of the shower of this case in the name of an individual, it does not deny the connection with the execution of his duties.

In addition, according to the first instance court's statement, both the plaintiff and the defendant stated that "the defendant company was registered only from 1994 to the beginning of 1995 and did not have any office staff." However, this is merely an indirect fact as to whether the act of disposal of the shower in this case as the representative director of the defendant company could be an indirect fact as to whether the act of disposal of the shower in this case has a duty relationship as the representative director of the defendant company, and thus, the confession of such indirect fact is not bound by the court or the party (see Supreme Court Decisions 96Da53789 delivered on February 28, 1997, 92Da21135 delivered on November 24, 1992). The court below established a contact with the defendant company after the incorporation process of the defendant company was completed, and recognized that the court below committed an unlawful act of violation of the rules of evidence or the fact that the plaintiff company was conducting the business of storing the goods in this case, which is the supervisory office or the party to the business.

All arguments in the grounds of appeal are rejected.

Therefore, the appeal is dismissed, and all costs of appeal are assessed against the defendant. It is so decided as per Disposition by the assent of all Justices who reviewed the appeal.

Justices Kim Jong-sik (Presiding Justice)