Whether one of the joint representative directors can generally and comprehensively delegate the exercise of power of representation to another representative director (negative)

The purpose of the joint representative system in a stock company is to ensure the uniformity of business execution by allowing several representative directors to exercise their power of representation in the external relation, to exercise their power of representation, to prevent abuse or misuse of the power of representation among the representative directors, and to promote the profits of the company by preventing the abuse or misuse of the power of representation among the representative directors. Therefore, it is not allowed that one of the joint representative directors individually delegate his power of representation to other joint representative directors, regardless of the delegation of it to the other joint representative directors individually.

Article 389(2) of the Commercial Act

Attorney Shin Chang-dong et al., Counsel for the defendant-appellant

Dongbu Mutual Savings Bank Co., Ltd., Counsel for the defendant-appellee and three others

Seoul High Court Decision 87Na2670 delivered on January 20, 1989

The judgment below is reversed and the case is remanded to Seoul High Court.

1. As to ground of appeal No. 2

According to the reasoning of the judgment below, the court below found that the defendant's issuance date of the above non-party 1's non-party 2's non-party 2's non-party 2's non-party 2's non-party 1's non-party 2's non-party 2's non-party 2's non-party 2's non-party 1's non-party 2's non-party 2's non-party 1's non-party 2's non-party 2's non-party 2's non-party 1's non-party 2's non-party 2's non-party 1's non-party 1's non-party 2's non-party 2's non-party 1's non-party 2's non-party 1's non-party 1's non-party 2's non-party 3's non-party 1's non-party 1's non-party 3's non-party 2's non-party 3's non-party 2's non-party 1'.

2. As to the first ground for appeal:

On the basis of the records, the court below found that the above non-party 2 and the above non-party 3 were designated as a joint representative director, but the above non-party 3 delegated the above non-party 2 to the above non-party 1 the authority to issue the Promissory Notes and to prepare a notarial deed, etc. as stated in the judgment, and delegated the above non-party 2 to the above non-party 1 the above non-party 2 the authority to issue the Promissory Notes, etc., but it decided that the non-party 2 delegated the above non-party 1 the authority to issue the Promissory Notes to the above non-party 1, but it is not effective as an exercise of the right to represent the company. The recognition of the joint representative system in the stock company is to ensure the unity of the business execution by allowing several representative directors to exercise their power to exercise their power of representation and to promote the company's interest by preventing any abuse or misuse of the power of representation by mutual check between the representative directors. Thus, it shall not be permitted to delegate the right to represent the specific matters comprehensively.

In this case, it is evident that the above non-party 2, who is a joint representative, was comprehensively delegated by the non-party 3, who is another joint representative director, to exercise the above power of representation. The court below's determination that the above non-party 1's issuance of the above promissory note upon delegation by the non-party 2 was effective against the plaintiff is eventually erroneous in the misapprehension of legal principles as to the method of exercising the power of joint representative in the corporation, which affected the conclusion of the judgment, and this constitutes the ground for reversal under Article 12 (2) of the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings. Therefore,

3. Therefore, the judgment of the court below is reversed, and the case is remanded to the Seoul High Court. It is so decided as per Disposition by the assent of all participating Justices.

Justices Lee Chang-chul (Presiding Justice)