Even an important property of a company, the conclusion of the mortgage contract is not subject to a special resolution of the general meeting of shareholders.

Even the important property of a corporation is not subject to a special resolution of the general meeting of shareholders in establishing the right to collateral security.

Article 374 of the Commercial Act

The Haak-gu Ltd.

six others except the Bank of Korea

Seoul High Court Decision 70Na40 decided December 29, 1970

The appeal is dismissed.

The plaintiff's expense for appeal shall be borne by the plaintiff.

Judgment on the grounds of appeal Nos. 1 and 4 by the Plaintiff’s Attorney;

The court below confirmed that the non-party 1 and the non-party 2 asserted that the plaintiff was a director of the above company as of April 12, 1964, and that the non-party 1 and the non-party 2 were registered as a director of the above company as of April 23, 1964, and rejected the plaintiff's assertion that the above two persons still are not in a position to exercise the director's authority of the above company's director as of April 12, 1964, and that the resolution of offering real estate to the defendant Industrial Bank of Korea of the plaintiff company as security is invalid on the premise that the above two persons are directors of the above company, the court below decided that the non-party 5 and the non-party 6 did not still have been a director of the above company's right to collateral security as of April 12, 1964, and that the non-party 1 and the non-party 2 did not have the right to collateral security of the plaintiff company as the non-party 1 and the non-party 2's right to collateral security.

Determination on the ground of appeal No. 2

The judgment of the court below is justified in holding that the act of establishing the right to collateral security against the company's property does not constitute an act falling under any of the subparagraphs of Article 374 of the Commercial Act, and it does not require a special resolution of the general meeting of shareholders in the contract to establish the right to collateral security even if the company's property is important. There is no objection to the contrary opinion

The judgment on the third ground for appeal as above;

The plaintiff's assertion that the contract to establish a collateral security was invalid of violation of public order and good morals, which only takes preference to the above non-party company, because the non-party company was committed in collusion with the members of the above non-party company and the defendant Industrial Bank of Korea, beyond the social norms and went beyond the equivalent preferential relationship, was justified in rejecting the above assertion on the purport that the above argument itself cannot be a legal ground for the content of the contract to establish a collateral security with the plaintiff company and the defendant Industrial Bank of Korea to violate public order and good morals. The appeal is groundless.

Determination on the ground of appeal No. 5

In view of the original judgment, insofar as the claim for cancellation of the registration of collateral security in the future of the defendant Industrial Bank of Korea on the premise that the contract to establish collateral security with the plaintiff and the defendant Industrial Bank of Korea is null and void is not reasonable, the remaining claim for cancellation is also groundless. Therefore, the appeal is groundless.

Determination on the ground of appeal No. 6

The court below held that the plaintiff's registration of establishment of a collateral security was cancelled on the premise that the registration of establishment of a collateral security was null and void due to the successful bid of the real estate and the subsequent registration of establishment of a collateral security was cancelled on the premise that the registration of establishment of a collateral security will be restored in the future

There is no error in rejecting the plaintiff's claim seeking cancellation, and the appeal is groundless.

The judgment on the ground of appeal No. 7

The appeal is not only just to criticize the court below's legitimate fact-finding and the choice of evidence preparation, and there is no violation of the rules of evidence such as the theory of lawsuit in the original judgment, but it is not reasonable to discuss the appeal.

Therefore, it is so decided as per Disposition by the assent of all participating Justices.

[Judgment of the Supreme Court (Presiding Judge) Nabri-dong and Dobri-Jaking Hanwon