1. The defendant's appeal is dismissed.

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

Purport of claim and appeal

1..

1. The reasoning of the judgment of the court of first instance citing this case is as follows. Thus, the reasoning of the judgment of the court of first instance citing this case is identical to the ground of the judgment of the court of first instance except for the dismissal as set forth in the following paragraph (2).

2. As follows, the third part of the judgment of the court of first instance, of the 11th to 4th of the 11th of the judgment, shall be added to the following parts:

1) The conclusion of a joint and several guarantee agreement between the representative director of the defendant company and the plaintiff (hereinafter “joint and several guarantee agreement of this case”) under the stock sales agreement of this case against the plaintiff by the representative director of the defendant company without the resolution of the board of directors exceeds the scope of the representative director’s daily business execution. Thus, the resolution of the board of directors is required in accordance with Article 393(1) of the Commercial Act.

Nevertheless, the joint and several surety contract of this case was concluded without the resolution of the board of directors and the plaintiff also knew or could have known such circumstances. Thus, the joint and several surety contract of this case is null and void in relation to the defendant.

2) Even if the representative director of a judgment company did not undergo a resolution of the board of directors concerning external transactions, such a resolution of the board of directors is merely an internal decision-making of the company. Thus, if the other party to the transaction knew or could have known that there was no resolution of the board of directors, the transaction shall be effective. In this case, the company asserting that the other party to the transaction knew or could have known that there was no resolution of the board of directors (see, e.g., Supreme Court Decisions 94Da33903, Apr. 11, 1995; 2005Da3649, Jul. 28, 2005). In this case, even if the conclusion of the joint and several surety contract in this case goes beyond the scope of the representative director’s daily business affairs, the resolution of the board of directors was necessary, and further, the defendant concluded the joint and several surety