(a) Where a director, etc. of a company has jointly and severally guaranteed a debt incurred by continuous transactions with a third party of a company, requirements for imposing liability only for the debt incurred while in office for the transactions of the company on directors, etc

B. Whether the delivery of a joint and several surety or implied acceptance shall be deemed to have been made with respect to the automatic extension of the contract period, unless there is an objection between the obligee and the principal obligor in a continuous commodity supply transaction contract (affirmative with restriction)

A. In a case where a director, etc. of a company jointly and severally guaranteed a debt incurred by a continuous transaction with a third party of a company, he/she shall be deemed to be jointly and severally and severally guaranteed the company's debt incurred from the continuous transaction of the company because he/she is in the position of director in order to assume only the debt incurred while in office for the company's transaction against the director, etc., and there are special circumstances, such as newly accepting a joint and several guarantee by the director, etc. who was in office at the time of the transaction whenever the transaction partner of the company makes a transaction, and

B. In a case where a continuous contract for the supply and supply transaction of goods was concluded to automatically extend the term of the contract between the two parties within one year, barring any objection thereto, it shall be deemed that the consent or implied consent was obtained for the automatic extension of the term of the contract, unless there are special circumstances on the delivery of a joint and several surety that guarantees the obligation for the payment of goods during the contract

(b)Article 428 and Article 429 of the Civil Code, Section 382 of the Commercial Code;

A. Supreme Court Decision 82Meu789 Decided April 28, 1987 (Gong1987, 863) (Gong1987, 1390) decided July 21, 1987 (Gong1987, 1390) (Gong198, 986) b. Supreme Court Decision 88Meu23186 decided Sep. 12, 1989 (Gong1989, 1462), 91Da25932 decided Oct. 22, 191 (Gong1991, 2809).

Colonel Business Corporation

Defendant

Seoul High Court Decision 92Na21144 delivered on September 17, 1992

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

We examine the grounds of appeal.

1. Where a director, etc. of a company jointly and severally guaranteed a debt incurred by a continuous transaction with a third party of the company, the director, etc. shall be liable only for the debt incurred by the company's transaction to the director, etc. for the transaction, and it shall be required that the director, etc. shall be jointly and severally guaranteed the company's debt incurred by the continuous transaction of the company due to the status of director, and there are special circumstances, such as newly receiving a joint and several guarantee by the director, etc. who had been in office at the time of the transaction whenever the transaction is conducted by the other party to the company. In the absence of such circumstances, the joint and several guarantee shall not be interpreted as limited as above (see, e.g., Supreme Court Decision 87Meu289

The reasoning of the judgment of the court below is examined in light of the records. The court below is justified in rejecting the defendant's assertion on the limitation of liability for guarantee, on the ground that even if the defendant jointly and severally guaranteed the obligation arising from a continuous transaction with the company and then resigned from the above representative director, and most of the goods payment obligations arising from the transaction that the defendant was in office as the representative director were settled and extinguished, no circumstance exists that the defendant agreed to assume liability for guarantee only within the limit of the amount of obligation arising from the above representative director's office, or that the scope of the liability for guarantee should be limited within the above scope, and there is no error in the misapprehension of legal principles, such as the theory of lawsuit.

2. In addition, as determined by the court below, the plaintiff and the non-party company agreed to automatically extend the term of validity for one year each time from the date of entering into a continuous contract for the supply of goods as determined by the judgment of the court below, and the defendant agreed to automatically extend the term of the above contract one year each other, unless there is any objection among both parties, and if the defendant becomes a joint guarantor with respect to the non-party company's obligation for the payment of goods to the plaintiff during the above contract period, the defendant shall be deemed to have consented or implied consent with respect to the automatic extension of the above contract period (see, e.g., Supreme Court Decision 8Da23186, Sept. 12, 1989). Thus, the court below's rejection of the defendant's assertion that the defendant's joint and several liability of this case was terminated one year after the expiration of the guarantee period

3. Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.