Whether there is a special transfer for the purpose of devolving the rights and obligations acquired by the promoters before being equipped with the substance of the corporation.

The term "company in the process of incorporation" means a company established in the course of incorporation by promoters, in order to explain the relationship between the rights and duties acquired by acts necessary for the establishment of the company and the relationship attributable to the established company at the same time as the company is incorporated only when the articles of incorporation is prepared and at least one share of shares was acquired by the promoters at the time of acquisition by at least one share of shares. The rights and duties acquired by promoters prior to the incorporation of the company as a company in the process of incorporation are attributed to the promoters or promoters' associations according to specific circumstances. In order to revert the rights and duties

Article 172 of the Commercial Act

Supreme Court Decision 84Nu678 delivered on July 23, 1985 (Gong1985, 1196) 90Nu2734 delivered on November 23, 1990 (Gong1991, 254) 90Nu2536 delivered on December 26, 1990 (Gong191, 660)

tin Won Industrial Co., Ltd.

Attorney Kim Jong-hoon, Counsel for the defendant-appellant

Daejeon District Court Decision 92Na5827 delivered on September 3, 1993

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

We examine the grounds of appeal.

1. On the first ground for appeal

According to the records, the court below's determination that the non-party association held that the non-party association held that the non-party association held the title trust of the land of this case by purchasing the land to be incorporated into the Incheonan Industrial Complex for Small and Medium Enterprises, and the seller refused to sell part of a lot of land and completing the registration of ownership transfer in the name of the defendant after purchasing the land from the former owner and completing the registration of ownership transfer from the former owner, shall be justified, and there is no error of law by misunderstanding the facts against the rules of evidence, such as the theory of lawsuit, in the process. The arguments are without merit.

2. On the second ground for appeal

The term "company in the process of incorporation" is established when promoters formed the articles of incorporation in order to explain the relationship between the rights and duties acquired by the acts necessary for the establishment of a company and the relationship attributable to the established company at the same time as the establishment of the company, and at least one share of shares was acquired by the promoters at least when the promoters acquired shares. The rights and duties acquired by the promoters prior to the establishment of a company in the process of incorporation are attributed to individuals or promoters associations according to specific circumstances, and in order to revert the rights and duties vested to them to the company after the establishment, special transfer such as takeover or assumption of obligations, etc. (see Supreme Court Decision 90Nu2536 delivered on December 26, 190).

However, according to the reasoning of the judgment below, the court below recognized the fact that the plaintiff company purchased ( Address omitted) miscellaneous land 2,727 square meters (the land of this case became the land of this case after dividing it as the time of original adjudication) in the name of the non-party 2, a pro-friendly non-party 1, who is the preparatory member of the establishment of the plaintiff company on November 30, 1982, and paid the price as stated in the judgment, and accordingly, determined that the plaintiff company purchased the above land from the non-party incorporated association.

However, according to the certified copy of the corporate register attached to the records, the registration date of incorporation of the plaintiff company on April 16, 1983, which was the date of the above purchase, was not established by the plaintiff company on November 30, 1982, and other records were examined, so there is no evidence to acknowledge that the plaintiff company at that time falls under the company during the establishment of the plaintiff company. Thus, at the time of the conclusion of the above purchase and sale contract, the plaintiff company does not fall under the company during the establishment of the plaintiff company, and it cannot immediately belong to the plaintiff unless it takes special measures to acquire rights pursuant to the above purchase and sale contract. Therefore, in order to recognize the plaintiff company as the purchaser of the above sale contract, the court below must explain special transfer for the acquisition of rights pursuant to the above sale contract, such as taking over the buyer's status in the above sale contract after its establishment. However, the decision that the plaintiff concluded a sale contract in the name of the non-party 2 was erroneous by misapprehending the legal principles as

On the other hand, the plaintiff asserted that the plaintiff newly prepared a sales contract by changing the name of the contractor to the plaintiff under the consent of the non-party association after the plaintiff completed the registration of the establishment, although the name of the non-party association was the non-party 2 at the time of the sale contract and the non-party corporation's name at the time of the purchase contract from September 17, 192 at the date of the second pleading of the first instance trial (refer to the records No. 454). The purport of the assertion that the above change of the purchaser's name was the acquisition of the purchaser's status. In addition, the non-party corporation's letter No. 6 (refer to the transfer documents, the records No. 115 page) written by the non-party corporation to take over the above management work of the Corporation to the National Foundation of Incheon (refer to the document of transfer, and the record No. 6,825,000 won in the land-to-land outstanding amount, and the status of the purchaser of the non-party corporation and the plaintiff's name can be changed.

Therefore, the judgment of the court below is erroneous as seen above, but its conclusion is justified, so such illegality shall not affect the judgment. The arguments are without merit.

3. On the third ground for appeal

As determined by the court below, as long as the land of this case was excluded from the above Corporation site, there is no reason to conclude that the land of this case belongs to the above Corporation site.

4. Accordingly, the defendant's appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Park Jong-ho (Presiding Justice)