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(영문) 부산고등법원 2018.07.19 2017나55483
물품대금 등
Text

1. The plaintiffs' appeal and the plaintiffs' selective claims added by this court are all dismissed.

2. Filing an appeal;

Reasons

1. The plaintiffs' assertion

A. The Plaintiffs, who are engaged in the Defendant’s responsible plastic type and shipping business following the denial of legal personality, have claims, such as the price for goods not supplied or provided with services until October 2015 (hereinafter “the price for goods, etc. of this case”). Since T’s corporate form is de facto limited to the Defendant’s personal enterprise, or the Defendant abused its legal personality by establishing T as a means to avoid applying the law to oneself, the Defendant is jointly and severally liable for the payment of the price for the goods, etc. of this case to the Plaintiffs.

B. The Defendant, who is one shareholder of the Defendant’s liability T in the business execution order under Article 401-2 of the Commercial Act, has been holding the position of the president of T, and received reports on the business affairs of T regularly from the representative director V, and when approving the disbursement of the company expenses, V was in the confirmation column, and the Defendant signed the approval column to act as the final approving authority.

Therefore, the defendant is not a director but a person who conducts business by using the name of the chairperson (Article 401-2 subparagraph 3 of the Commercial Act) or a person who instructs directors to conduct business by using his influence over the company (Article 401-2 subparagraph 1 of the same Act

Thus, pursuant to Articles 401-2 and 401 of the Commercial Act, the defendant shall be liable to compensate for the damage of a third party in proximate causal relation with the neglect of duties by intention or gross negligence as an executive instruction.

Although the defendant has determined the business closure of T and received a report on the business of the company on a regular basis, and since the expenditure of the company was directly approved, the result of the decrease in the sales has deteriorated, and thus, it may not be paid if it is continuously supplied by the plaintiffs, T intentionally (or by gross negligence) has continued to receive the goods of this case from the plaintiffs.

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