[1] The meaning of "act within the scope of purpose" or "act within the scope of the articles of incorporation that limits the legal capacity of a corporation"

[2] Whether reorganization programs which change rights to reorganization claims of the Construction Mutual Aid Association by conversion into investment violate the purpose or business of the Construction Mutual Aid Association (negative)

[1] The legal capacity of a legal entity is limited by the law that is the basis of the establishment of the legal entity and the purpose of its articles of incorporation, but acts within the scope of its purpose do not limit to the purpose itself as stipulated in the law or articles of incorporation, but include acts directly and indirectly necessary for the performance of that purpose.

[2] Even if a debt-equity swap implemented under a reorganization plan is not itself a business stipulated in the Act or the articles of incorporation, or the business stipulated in Article 56 of the Framework Act on the Construction Industry, it cannot be deemed that it is directly and indirectly necessary to carry out the business, and therefore, the reorganization plan, the content of which is the change of the right to a debt-equity swap, does not coincide with the provisions of the Act.

[1] Article 34 of the Civil Code / [2] Article 34 of the Civil Code, Article 233 (1) of the Company Reorganization Act, Articles 56 and 68 of the Framework Act on the Construction Industry

[1] Supreme Court Decision 86Meu1384 delivered on January 19, 198 (Gong1988, 445) Supreme Court Decision 91Da8821 delivered on November 22, 1991 (Gong1992, 260), Supreme Court Decision 98Da56935 delivered on April 23, 199, Supreme Court Decision 98Da2488 delivered on October 8, 199 (Gong199Ha, 2280)

Construction Financial Cooperative (Attorney Jeon Jong-gu, Counsel for the plaintiff-appellant)

The administrator of Han Han Island Corporation

Busan High Court Order 200Ra22 dated November 14, 2000

The special appeal is dismissed.

The grounds of special appeal are examined.

Under Article 56 of the Framework Act on the Construction Industry, which limits the contents of the business that a special appellant can carry out, the special appellant cannot arbitrarily invest in the reorganization company, and thus, the reorganization plan of this case which allows 70% of the special appellant to convert into equity (or convertible bonds) out of 70% of the reorganization claim of this case is unlawful and its execution is impossible, and the special appellant's immediate appeal seeking cancellation of the approval decision of the reorganization plan is dismissed on the ground that Article 56 (1) of the Framework Act on the Construction Industry provides for "the contributions to construction-related corporation" under subparagraph 7, while setting the scope of the business of the mutual aid association, so it cannot be concluded that the acceptance of new shares issued by the reorganization company cannot be necessarily concluded in accordance with the provisions of related Acts and subordinate statutes, and even if the special appellant cannot accept new shares issued by the reorganization company due to the provisions of related Acts and subordinate statutes, so long as it is not possible for the appellant to liquidate them by the method of transferring them to a third party, the court dismissed the provisions of the reorganization plan of this case on conversion.

The legal capacity of a legal entity is limited by the law that served as the basis for the establishment of a legal entity and the purpose of its articles of incorporation, but the term "act within the scope of its purpose" does not limit to the purpose itself as stipulated in the law or the articles of incorporation, but includes all necessary acts directly and indirectly in performing that purpose (see, e.g., Supreme Court Decisions 91Da821, Nov. 22, 1991; 98Da56935, Apr. 23, 199; 98Da2488, Oct. 8, 199).

According to the articles of incorporation of the special appellant, it can be known that the special appellant is a corporation with the purpose of promoting the sound development of construction business by promoting voluntary economic activities and improving economic status of its members through providing necessary guarantee and financing and mutual aid services to the special appellant as a constructor who registered construction business under the Framework Act on the Construction Industry. According to the approved reorganization plan of this case, the amount equivalent to 70% of the principal amount of general reorganization claims and future indemnity claims, including special appellant, shall be adjusted into a debt-equity swap (the amount of bonds newly issued by the reorganization company shall be repaid as a substitute for the amount of the principal): Provided, That where the limit of investment is limited by the related Acts and subordinate statutes, convertible bonds shall be underwritten. In light of the above legal principles and financial deficiencies, but the purpose of reorganization of the company having economic rehabilitation value is to coordinate the interests of creditors, shareholders, and other interested parties, and to promote the reorganization of the company, it is not necessary to enter into a debt-equity swap plan of this case into the same purpose as the reorganization plan or the alteration of the rights of this case.

Therefore, the decision of the court below that the reorganization plan of this case is not appropriate or not feasible, is just, and there is no error of law as pointed out in the special grounds for appeal. The special grounds for appeal cannot be accepted.

Therefore, the special appeal is dismissed. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Seo-sung (Presiding Justice)