(a) Validity of a proposal for payment made by a completed bill whose place of issuance is not supplemented;

(b) Method of proposing payment when a bill contains a third party's payment clause;

C. Whether the holder of a promissory note may exercise his/her right to claim the amount of the note against the guarantor without presenting it for payment (affirmative)

D. Whether the guarantor of a bill may set up against the holder of the bill on his/her personal defense (negative)

(e) The responsibility of the guarantor of a bill where the obligation on the cause of the bill issued to secure a future obligation is confirmed not to continue to exist; and

(f) Where the representative director exercises his authority for personal benefits and the other party acted in bad faith, effects on the company;

(g) Judicial effects of fund management in violation of Article 11 of the Short-Term Finance Business Act;

(h) Status of administrators of the reorganization company, and persons authorized to manage and dispose of the assets of the reorganization company;

(i) Whether the company reorganization creditors and administrators recognize the right of offsetting;

A. The issue of a promissory note is one of the requirements for a promissory note, and even if the right to supplement is given to the addressee or the holder without any indication, it is invalid as a completed bill, and thus the right on a promissory note cannot be legally established without the exercise of the right to supplement the promissory note, and therefore, it cannot be a lawful presentation for payment even if it is presented for payment with such an unsatisfed bill.

(b) If a bill contains a third party statement of payment, the presentation for payment must be made to the person in charge of payment at the place of business or address of the person in charge of payment.

C. The drawer of a Promissory Notes is obligated to pay the amount of the Promissory Notes in absolute terms, so it is possible for the drawer to claim the amount of the Promissory Notes even if the holder did not present it for payment to the drawer, and the guarantor of the Promissory Notes for the drawer bears the same responsibility as the surety guaranteed. Therefore, the holder may also exercise the right to claim the amount of the Promissory Notes without presenting it

(d) In the case of a guarantee of a bill as a personal defense which can only be set up against the principal or a person who acquired bad faith, the drawer of the bill cannot set up against the holder of the bill with such personal defense of the principal.

E. A person who receives a promissory note guaranteed for the drawer on a bill issued to secure future debts shall be deemed not only the issuer of the bill, but also the guarantor of the bill shall not exercise his rights as to the guarantor of the bill, unless there are special circumstances. Thus, it is unreasonable in light of the principle of good faith to require the guarantor to receive the payment of the bill from the guarantor of the bill, and thus, the guarantor of the bill may refuse the payment of the bill against the payee. Thus, if the holder of the bill, who received the endorsement transfer from the above payee, satisfies the requirements of the proviso of Article 17 of the Bills of Exchange and Promissory Notes Act, the guarantor of the bill may oppose against the holder of bad faith as a defense of abuse of rights.

F. Even if the representative director's act is within the scope of representative authority, it is not due to the company's interest, but due to the company's personal interest, and if the other party knew or could have known the representative director's intention, it shall be null and void against the company.

G. The provision of Article 11 of the Short-Term Finance Business Act is a regulation, and even if the operation of funds was conducted in violation of this provision, it does not affect the validity under private law.

(h) The receiver of the reorganization company is neither an agency nor a representative of the reorganization company, but a kind of public trustee as a manager of the so-called interested organization composed of the reorganization company, its creditors and shareholders, so the reorganization company may not administer or dispose of its property unless the receiver is the receiver.

I. The Company Reorganization Act recognizes the reorganization creditor's right of offset unless the requirements under Article 162 are met and is prohibited by Article 163 of the same Act (in this case, the exercise of offset rights must be the manager), but on the other hand, offset in the receiver's side is not permitted in principle pursuant to Article 112 of the same Act, and it is possible to the extent that the court's permission is granted, unless reorganization claims are governed by reorganization proceedings.

(a) Articles 10 and 38(1)(b) of the Bills of Exchange and Promissory Notes Act; Articles 4 and 38(1) of the Bills of Exchange and Promissory Notes Act; Article 78(d) of the Bills of Exchange and Promissory Notes Act; Articles 17, 32 and (e) of the Bills of Exchange and Promissory Notes Act; Articles 17 and 32 of the Bills of Exchange and Promissory Notes Act; Article 389 of the Commercial Act; Article 11(g) of the Short-term Financing Act; Article 53 of the Company Reorganization Act; Articles 112 and 1

C. Supreme Court Decision 80Da2695 delivered on April 14, 1981, 80Da2695 delivered on December 8, 1987, h. Supreme Court Decision 73Da692 delivered on June 25, 197

Type Insurance Co., Ltd

Attorney Song Jong-il Investment Finance Co., Ltd., Counsel for the defendant Lee Jong-chul, Lee Jin-hun, Lee Jin-jin, and Jin-Jin-Jin

Seoul High Court Decision 85Na1844 delivered on July 24, 1986

The appeal is dismissed.

The costs of appeal shall be borne by the defendant.

1. As to ground of appeal No. 1

Since the place of issuance of a promissory note is one of the requirements of a bill, any supplementary right is not valid as a completed bill even if the right to supplement is given to the payee or the holder without the statement therein, and therefore, the right on a bill cannot be legally established without the exercise of the right to supplement the bill. Therefore, even if the bill is presented as a complete bill, it cannot be a lawful presentation for payment, and if the bill contains a third party payment clause, presentation for payment must be made to the person in charge of payment at the place of business or address of the person in charge of payment, and generally, as the place of payment, the statement "OO branch of an Obank" should be interpreted as the place of payment as the place of payment.

Meanwhile, since the issuer of a Promissory Notes is obligated to pay the amount of the Promissory Notes in absolute terms, the issuer may claim the amount of the Promissory Notes against the drawer even if the holder did not present it for payment (see Supreme Court Decision 80Da2695, Apr. 14, 1981). Since the guarantor of a Promissory Notes for the drawer bears the same responsibility as the guaranteed person (Article 77(3) of the Promissory Notes Act, Article 32(1) of the Bills of Exchange and Promissory Notes Act). Thus, the holder may also exercise the right to claim the amount of the Promissory Notes without presenting it for payment

The court below acknowledged that the Plaintiff, a holder of Promissory Notes No. 4 in its reasoning, presented at the place of payment on the date of the presentation prior to maturity, and then presented it to the Defendant, a guarantor for the issuer, by filling the place of payment to Daegu Metropolitan City and Metropolitan City on the date of the first instance court’s 1st day of maturity, and then held that the Defendant is liable to pay the amount of the Promissory Notes to the Plaintiff simultaneously with the delivery of the Promissory Notes from the Plaintiff as a guarantor of the Promissory Notes, in light of the above legal principles, it is not justified in light of the above legal principles, and thus, it is not acceptable to accept the theory of review on the premise that the issuer of the Promissory

2. As to ground of appeal No. 2

On August 22, 1983, the original judgment: (a) the Plaintiff agreed to pay the above 1,00,000 won in the name of the non-party 1,00,000 won in the name of the non-party 1 and the non-party 1 and the non-party 1 were to pay 1,000,000 won in the name of the non-party 1 and the non-party 1 were to have paid 1,00,000 won in its own name or 1,000 won in its own name, and there is no reason to believe that the above 1,00,000,000 won in its own account or 1,00,000 won in its own account, and there is no reason to believe that the above 1,00,000,000 won in its own account or 1,000 won in its own account and there is no reason to set up against the non-party 1 and the non-party 1 and its employees.

However, unless there is a special reason to believe that a person who receives a promissory note guaranteed for the drawer is not in existence due to the cause of the issuance of the promissory note, it is unfair in light of the principle of trust and good faith that a person who receives a promissory note from the guarantor of the bill intends to receive the payment from the guarantor of the bill because it does not have any substantive reason to exercise his rights as well as the issuer of the bill, barring any special circumstance, barring any special circumstance, and thus, it shall be deemed unfair in light of the principle of trust and good faith, and it shall be reasonable that the guarantor of the bill can refuse the payment of the bill against the payee. If the holder of the bill, who received a endorsement from the above payee, falls under the requirements of the proviso of Article 17 of the Bills of Exchange and Promissory Notes Act, the guarantor of the bill can oppose against the holder of the bad faith, and therefore, the judgment of the court below, without considering this point, is correct, but it shall not be justified in light of the legal principles as seen above.

3. As to the third ground for appeal:

In general, the scope of representative authority of representative director of a corporation is consistent with the scope of the corporation's ability.

However, a company may impose internal restrictions on such representative authority through internal procedures or internal rules such as the articles of incorporation, resolution of the board of directors, etc., and if such internal restrictions become effective, the representative director has only the limit of the representative authority. However, even if the restriction on the representative authority is an act beyond the scope of the representative authority, if the restriction on the representative authority is an act beyond the scope of the company's legal capacity, it is reasonable to believe that the act is a representative act of the company, and such trust should be protected. Thus, the restriction on the representative authority of the Korean Commercial Act provides that the restriction on the representative authority of the company cannot be set up against a bona fide third party (Articles 389 and 209). Accordingly, if the representative director knows that it is necessary to protect the third party of the act beyond the scope of the representative authority, and thus, the company can prove the effect of the act in bad faith by proving it.

In addition, even if the representative director's act is within the scope of representative authority, it is not because of the company's interest, but because of the company's personal interest, if the other party knew or could have known the representative director's intention, it is invalid against the company.

In light of the records, although the court below's explanation of the argument in the fact-finding court like the theory, it is not deemed that there is no evidence that the plaintiff knew, or could have known, the fact that the plaintiff knew, or could have known, of the restriction of power of representation or abuse as mentioned above, in light of the records, although the expression was insufficient and inappropriate, the court below's explanation of the argument in the fact-finding court is not required to be examined and judged, and therefore, the argument in this regard cannot be accepted.

4. As to the fourth ground for appeal:

The provisions of Article 11 of the Short-Term Finance Business Act are regulated, and even if the management of funds was conducted in violation of this provision, it does not affect the validity of the private law (see Supreme Court Decision 86Meu1230, Dec. 8, 1987). The judgment below to the same purport is justified and justified, and the theory of objection against it is not acceptable as an independent opinion.

5. As to the fifth ground for appeal:

(1) As duly decided by the court below, in case where luminous Industries Co., Ltd. or Mine Mutual Savings and Finance Company, which is an enterprise belonging to the Mine Life Group, has paid the insurance premium to be paid to the plaintiff in accordance with the employee retirement insurance contract concluded between the plaintiff and the plaintiff, if luminous Construction Co., Ltd. has paid the insurance premium to be paid to the plaintiff from the plaintiff, the above luminous Construction Co., Ltd. has a claim to seek payment of the insurance premium equivalent to the above two companies. In case where the defendant is liable to guarantee as a guarantor of a bill issued by the luminous Construction Co., Ltd., the above company, as the guarantor of a bill, the defendant has the right to indemnity against the above company as the guarantor of a bill, while if it is necessary to prevent the reduction of general property due to the debtor's insolvency, the defendant is entitled to exercise the claim by subrogation of the above company, Gwangju Industrial Co., Ltd. and Mine Mutual and Finance Company, as well as the Gwangju Mutual and Finance Company, the defendant's exercise of the right to set-off against the plaintiff.

(2) According to the court below's determination, the company reorganization procedure was commenced on February 1985 with respect to light-name housing and light-name construction, which is the guarantor of the bill guarantee of this case. Thus, when the company reorganization procedure is decided pursuant to the Company Reorganization Act, the right to manage and dispose of the company's business and the assets is exclusively attached to the receiver (Article 53 (1) of the Company Reorganization Act). The receiver of the reorganization company is neither the reorganization company nor its representative, nor the so-called reorganization company and its creditors and shareholders as a public trustee of the so-called party's organization comprised of so-called reorganization company and its shareholders (see Supreme Court Decision 73Da692 delivered on June 25, 1974). Thus, the reorganization company cannot manage and dispose of its assets without the receiver.

In addition, in the event of the commencement of the company reorganization procedure, it is impossible to receive repayment or other extinguishing act (excluding exemption) without resorting to the reorganization procedure in principle (the main text of Article 112 of the same Act). As such, it is not reasonable to maintain equity in the sense of equity in that the reorganization creditor is not able to receive repayment unless he is in accordance with the reorganization procedure. Therefore, it is not reasonable that his own debt to the company should be fully paid to the company even though he is not able to receive repayment. Therefore, the Company Reorganization Act recognizes the offset right of the reorganization creditor unless the requirements provided in Article 162 of the Company Reorganization Act are met and it is prohibited by Article 1

On the other hand, set-off at the receiver's side is not allowed in principle pursuant to the provisions of Article 112 of the same Act that the reorganization claim cannot be extinguished without resorting to reorganization proceedings, but can only be allowed within the extent permitted by the court.

The court below's rejection of the defendant's defense of offsetting against the defendant, which has the right to claim for luminous construction, such as Mademan Housing Co., Ltd., among the respondent of the bill of this case, is somewhat insufficient, but since the court below's rejection of the defendant's defense of offsetting against the defendant, it is clear by the defendant's petition itself that the requirements for the exercise of the right of offsetting and the legitimate conditions for the exercise of the right of offsetting against the above can not be accepted, the judgment below

(3) The court below's rejection of the defendant's defense of offsetting the part of the insurance contract on the ground that there is no evidence suggesting that the insurance contract between the non-party 1's mining and forestry master's business management, the hot spring and optical spring and the defendant's petition concluded with the plaintiff company was terminated due to the cancellation of the insurance contract or other causes, and that there is no evidence suggesting that the insured's consent was obtained in order to cancel the insurance contract in each of the above insurance contract, and that there was no evidence suggesting that there was the insured's consent to cancel the insurance contract.

6. The appeal shall be dismissed, and it is so decided as per Disposition by the assent of all participating judges, because all of the arguments are without merit.

Justices Kim Yong-ju (Presiding Justice)