A. Whether an acting director appointed by a provisional disposition of the court before dissolution of the company is naturally a liquidator if the company is dissolved (affirmative);

(b) Where a company that has been appointed as a director has been dissolved and a person acting as a liquidator is appointed as a liquidator by a new provisional disposition without invalidation of the provisional disposition before dissolution, a legitimate person acting as liquidator.

C. The meaning of the act that belongs to the "general director of the company" that can be appointed as the director under Article 408 (1) of the Commercial Code

(d) The case holding that, in a lawsuit brought against a company by an employee against the company, the representative director of the company was not present on the date of pleading, thereby losing the company's constructive confession judgment, and the judgment became final and conclusive because the appeal was not filed against it, it constitutes a "ordinary business of the company" under Paragraph (c) above

A. In case of a provisional disposition by the court that suspends the performance of duties for a director of the company and appoints such director's acting director, the duties of the director at the time of dissolution are performed by the acting director and the contents of the acting director's act are the same as those of the director whose performance of duties has been suspended. Thus, the acting director who was appointed pursuant to the provisional disposition prior to dissolution pursuant to Article 531 (1) of the Commercial Act is naturally a liquidator if the

B. The provisional disposition suspending the performance of duties of the director and appointing his acting director is effective not only between the parties, but also between the third parties, and the act committed against the provisional disposition is null and void even in relation to the third parties, while the authority of the acting director appointed by the provisional disposition is null and void until the court renders a judgment of cancellation, and the judgment is void only when the judgment is made. Therefore, even if the company that was appointed by the acting director was dissolved and the company was appointed by the new provisional disposition without the invalidation of the provisional disposition before dissolution, the effect of the provisional disposition is maintained, and only the acting director appointed by the provisional disposition is authorized as the liquidator.

C. The term "general affairs" under Article 408 (1) of the Commercial Act refers to affairs within the ordinary business scope in the continuation of the company's business, i.e., general affairs that do not have an important influence on the company's business, and the status of the acting director is provisional until the decision of the principal lawsuit is rendered, etc., it belongs to the ordinary business of the acting director, unless it is judged that it is desirable to have a regular director confirmed or to be entrusted to the newly appointed person after the issuance of a final decision on the dispute in question, such as the fundamental change of the company's business purpose

D. The case holding that in a lawsuit seeking the implementation of the procedure for the registration of ownership transfer to the company in lieu of the withdrawal equipment to be paid by an employee to the company in lieu of the withdrawal equipment to be paid by the company in substitution, the representative director of the company won the constructive confession because he was not present on the date of pleading even after being summoned by the court, and the judgment became final and conclusive because the above acting director did not appeal, and even though the above acting director did not bring about the same effect as accepting the claim by the above act of the acting director, the above series of acts by the acting representative of the company cannot be deemed as an act of regular business of the company, unless the real estate is deemed as

(b)Article 407(a)(b) of the Commercial Code, article 531(1)(c)(d) of article 408(1);

A.B.C. (d) Supreme Court Decision 91Da4362 delivered on December 24, 1991 (dong) 91Da4379 delivered on December 24, 1991 (Dong). Supreme Court Decision 80Da2511 delivered on September 8, 1981 (Gong1981, 14366) D. Supreme Court Decision 75Da120 delivered on May 27, 1975 (Gong1975, 8514) 81Da358 delivered on April 27, 1982 (Gong1982,525) 87Meu2691 delivered on September 12, 1989 (Gong1989,146)

[Defendant-Appellant] Plaintiff (Attorney Kim Young-chul, Counsel for defendant-appellant)

Attorney Kim Tae-tae, Counsel for the defendant-appellant

Seoul High Court Decision 90Na46323 delivered on December 14, 1990

The appeal is dismissed.

The costs of appeal shall be assessed against the defendant (Plaintiffs for retrial).

We examine the grounds of appeal.

With respect to No. 1:

Article 531 (1) of the Commercial Act provides that when a company is dissolved, a director shall be a liquidator except in the case of merger or bankruptcy. Thus, it may be doubtful whether a person appointed as a director acting as a director of the company prior to dissolution becomes a liquidator of the dissolved company. However, in the event that a provisional disposition is issued by the court that appoints such director as a director of the company is suspended, the duties of the director at the time of dissolution shall be performed by the acting director and the contents of the act of the acting director shall be the same as those of the director whose performance of duties is suspended. Therefore, it is reasonable to say that the acting director appointed pursuant to the provisional disposition prior to dissolution becomes a liquidator if the company is dissolved.

The judgment of the court below to the same purport is just and there is no error in the misapprehension of legal principles as to Article 531 (1) of the Commercial Act.

With respect to the second and fourth points

The provisional disposition that suspends the performance of duties of a director of a corporation and appoints an acting director shall be effective not only between the parties, but also for a third party, and the act committed against the provisional disposition shall be null and void even in relation to the third party, while the authority of an acting director of a director appointed by the provisional disposition shall continue to exist until the judgment of the court is revoked, and the judgment shall

Therefore, even if a company for which a director has been appointed is dissolved and an acting liquidator of a dissolved company is appointed by a new provisional disposition without invalidation of the provisional disposition before dissolution, the effect of such provisional disposition is maintained as it is, and only the acting liquidator appointed by such provisional disposition has the authority as a liquidator.

The judgment of the court below to the same purport is just and the representative director appointed by the preceding provisional disposition is a legitimate representative of the defendant company. In so doing, the judgment of the court below is not deemed to contain a judgment on the validity of the subsequent provisional disposition, and it is not erroneous in the misapprehension of legal principles as to the validity of the provisional disposition and the provisional disposition decision, or in the omission of judgment.

On the third ground for appeal

Article 408(1) of the Commercial Act provides that in case of a provisional disposition in which a director is suspended from performing his duties and an acting director is appointed, the acting director shall not conduct any act that does not belong to the regular director of the company except as otherwise provided in the provisional disposition order. In this context, the term "general affairs" refers to ordinary affairs within the ordinary business scope in continuing the company's business, i.e., the ordinary business that does not have an important influence on the company's management, and the status of the acting director is provisional until the judgment of the principal lawsuit is rendered, etc., the business or business purpose of the company is fundamentally changed or the important business property is disposed of, unless it is judged that it is desirable to leave the dispute to the ordinary director or to the newly appointed director after the final judgment is rendered.

According to the records, the judgment subject to a retrial in this case is confirmed that the plaintiff (the defendant for a retrial) who was an employee of the defendant company, had the right to receive the real estate of this case from the defendant company (the plaintiff for a retrial) in lieu of the withdrawal equipment to be paid by the defendant company, was the plaintiff's winning of the judgment as a constructive confession because the representative director of the defendant company was not present at the date of pleading despite being duly summoned from the court, and was not present at the court, and the above acting representative did not appeal. Thus, even if the above act of the above acting representative brought the effect of recognizing the plaintiff's claim due to the above act of the above acting representative, the above series of acts by the above acting representative of the defendant company does not constitute the act of ordinary business of the defendant company, unless there is any material supporting that the above act constitutes the basic property or important property

The judgment of the court below to the same purport is just and there is no error in the misapprehension of legal principles or omission of judgment as to an act of non-performance of duties by an agent.

Therefore, the 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 Kim Yong-sung (Presiding Justice)