(a) Qualification for temporary directors and temporary representative director;

(b) Whether a temporary director or a temporary representative director is qualified as a liquidator or a representative liquidator (affirmative);

(c) The opposing power of the registration of dissolution and appointment of liquidator;

(d) Requirements for a representative liquidator to assert the invalidity of the above purchase in a case where the representative liquidator purchases the company's property from the company without approval of the liquidator's meeting and sells it to a third party.

E. In a case where the representative liquidator purchased company's real estate from the company without approval of the liquidator's meeting and sold it to a third party, but the company's claim for cancellation of registration of transfer against the third party purchaser is dismissed due to the invalidity of the representative liquidator's above purchase, whether the company's lawsuit against the representative liquidator seeking cancellation of registration of transfer against the representative liquidator (negative)

A. In the event that all the directors and representative directors of a stock company are vacant, the qualifications of temporary directors and temporary representative directors appointed by the court are not limited, and only those who have interest in the company are eligible to be appointed as temporary directors, etc.

(b) Where a stock company is dissolved (including cases of dissolution deemed dissolved under Article 15 (3) of the Commercial Act), (excluding cases of merger or bankruptcy) the temporary directors and temporary representative directors at the time of dissolution shall be the liquidator and representative liquidator, except where otherwise provided in the articles of incorporation or where other persons are appointed at the general meeting of shareholders;

C. Registration of dissolution of a stock company and registration of liquidator is merely a requisite for setting up against a third party, and there is no registration of dissolution pursuant to Article 15(3) of the Commercial Act and registration of dissolution pursuant to Article 531(1) of the Commercial Act, even if there is no registration of party appointment pursuant to Article 531(1) of the Commercial Act.

D. In a case where a director or liquidator of a stock company, on behalf of the company without the approval of the board of directors or liquidators' meeting, trades in conflict with the company on behalf of a third party other than the company, and sells to a third party an object acquired through a direct transaction with the company, the company may assert the invalidity of the act for the director or liquidator on the ground that there was no approval of the board of directors or liquidators' meeting. However, with respect to the above third party, the company may assert the invalidity only when the third party, other than the absence of approval of the board of directors or liquidators' meeting, proves that the other party is bad faith.

E. In a case where the liquidator of a stock company purchases and sells real estate owned by the company without approval of the liquidator's meeting, if he dismisses the company's claim for the registration of real estate ownership transfer against the third purchaser due to failure to prove the third purchaser's bad faith without approval of the liquidator's meeting, there is no benefit to seek the cancellation of the registration of real estate ownership transfer even in relation to the above liquidator.

(a) Articles 386(2) and 389(3)(b) of the Commercial Act; Article 5(3) of the Enforcement Decree of the Commercial Act; Articles 37, 530, 228, 542, 253, and (d) Articles 542 and 398 of the Commercial Act; Articles 226 of the Civil Procedure Act; Articles 398 and 542 of the Commercial Act

Supreme Court Order 68Ma119 Dated May 27, 1968 68Ma140 Dated May 27, 1968; Decision 63Ma29 Dated May 5, 1964; Decision 77Ma907 Dated May 26, 1978>

Law Firm Dairy Co., Ltd., Counsel for the plaintiff-appellant

Park Young-young et al. and 51 others

Seoul High Court Decision 79Na3815 delivered on September 15, 1980

The appeal is dismissed.

The costs of appeal shall be borne by the plaintiff.

The grounds of appeal are examined.

1. Regarding the qualifications of temporary directors, etc.

According to the reasoning of the judgment of the court below, the Seoul Special Resident's District Court decided that the defendant be placed in this case as a director and representative director of the plaintiff company, the reasons for the appointment of the non-party, and the president and the director and the director and the registration thereof was completed on January 8, 1964. In comparison with the records, since this is the vacancy of the director, etc., it can be known that it is the purport of being appointed as a temporary representative director and the director under Articles 386 (2) and 389 (3) of the Commercial Act as a person to perform the duties of the director. Since there is no provision regarding the qualifications to be appointed as a temporary director under Article 386 (2) and Article 389 (3) of the Commercial Act, the theory that the plaintiff company is eligible to be appointed as a temporary director, etc. is an independent opinion, and even if there is a registration of the director, etc. on the register of the plaintiff company at that time, this is clear that it is not a legitimate director appointed at the general meeting of shareholders of the plaintiff company.

2. As to qualifications of the liquidator

According to Article 531 of the Commercial Act, a director at the time of dissolution shall be deemed a liquidator, except where there are other provisions in the articles of incorporation (except where a company is dissolved or goes bankrupt) or where a general meeting of shareholders is appointed by another general meeting of shareholders. This is interpreted to include a temporary director, etc. appointed pursuant to Articles 386 and 389 of the Commercial Act. This is the time when the temporary director, etc. is different from acting directors under Article 407 of the Commercial Act and has the same authority as the original director or the representative director and is also an act that does not fall under the ordinary business of the company (see, e.g., Supreme Court Order 68Ma119, May 22, 19

In addition, the dissolution of the company referred to in this article also includes cases where dissolution is considered to be dissolution under Article 15(3) of the Commercial Act (see Supreme Court Order 68Ma140, May 27, 1968). Since there is no dispute between the parties that the plaintiff company is deemed to be dissolved under Article 15(3) of the Commercial Act, the decision of the court below to this purport is justifiable in that the plaintiff company becomes a liquidator and a representative liquidator as a matter of course in this case where the reasons for the company's temporary director at the time of January 1, 1965, as well as the reasons for the company's temporary director at the time of January 1, 1965, and the defendant's beds, who is the president and temporary representative director, do not peep

Since the resolution of dissolution by the general meeting of shareholders of the plaintiff company itself becomes null and void and the registration of dissolution or liquidator is also null and void, it is merely a requisite to set up against the third party (see Supreme Court Order 63Ma29, May 5, 1964). However, as the resolution of dissolution and appointment of liquidator of the plaintiff company is null and void, the registration of dissolution and appointment of liquidator of the general meeting of shareholders was null and void. In addition, even if there is no registration of dissolution and appointment of liquidator under Article 15(3) of the Commercial Act, and there is no registration of dissolution under Article 531(1) of the Commercial Act, even if there is no registration of dissolution and appointment of liquidator under Article 531(1) of the Commercial Act, there is no ground for the theory on this point.

3. As to the self-transaction under Article 398 of the Commercial Act

The judgment of the court below rejected the plaintiff's assertion that the act of selling the land of this case 21 is null and void in violation of Article 398 of the Commercial Act, which applies mutatis mutandis to a liquidator pursuant to Article 542 of the Commercial Act, can assert the invalidity of the transaction on the ground that the company can not obtain the approval of the board of directors with respect to the company's interests in the transaction of this conflict of interest between the director and the company. In this case, the plaintiff has the burden of proving that the company did not obtain the approval of the board of directors.

The provisions of Article 398 of the Commercial Act are applicable to a third party who, without the approval of the board of directors in terms of trade safety, acquired the object from the director of the board of directors in good faith, and the company can claim the invalidity of the act on the ground that the director did not obtain the approval of the board of directors. However, in a trade between third parties other than the company on its behalf, the company needs to protect the safety of the transaction and the third party acting in good faith on its behalf. Thus, the company can claim the invalidity of the transaction without the approval of the board of directors. This legal principle applies to the third party who again acquired the object through a direct trade with the company without the approval of the board of directors in terms of trade safety, and the company cannot claim the invalidity of the transfer registration if the third party purchaser is acting in good faith (see, e.g., Supreme Court Decision 7Da907, Dec. 26, 1978). The records show that the above list of land at issue is invalid in order with the above third party's liquidator and its title transfer registration between the defendant 1 and the above.

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

Justices Jeon Soo-hee (Presiding Justice)