1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

1. Determination as to the cause of claim

A. The gist of the Plaintiff’s assertion is that the co-defendant of the first instance trial would place an order for the plant construction around November 2009, and the Plaintiff issued a tax invoice of KRW 10,000,000 upon the Plaintiff’s request, but did not place an order for the construction, thereby paying the surcharge of KRW 10,000,000, and the co-defendant of the first instance trial did not pay the surcharge of KRW 10,000,000. The co-defendant of the first instance trial made a refund of the surcharge equivalent to the

However, the co-defendant of the first instance court is in the form of a juristic person, but it is merely that the defendant, who is an individual, takes the form of a juristic person (i.e., the defendant, as the representative director of the co-defendant of the first instance court, has committed a violation of the duty of loyalty and duty of care as a director's duty of care (ii). If the defendant lends only the name of the representative director, he/she shall be held liable for it under Article 24 of the Commercial Act.

(C) Therefore, the defendant is jointly and severally liable to return the above KRW 10,000,000 to the plaintiff with the co-defendant of the first instance trial.

B. First of all, in light of the Plaintiff’s above argument (1), if the company appears to be merely an individual company behind the corporate personality, as a matter of principle, whether the pertinent legal act or fact-finding act has been mixed to the extent that it is difficult to distinguish between the company and its hinterland, whether the decision-making procedure was not followed by the law or the articles of incorporation, such as whether the company did not hold a general meeting of shareholders or the board of directors, the degree of the company’s capital failure, the scale of business and the number of employees, etc., the company should be punished to the extent that it is only its name and is not only the personal business, and even if it does not reach the degree of the corporate personality, the company has abused its corporate personality.