A. Whether it can be deemed a legitimate representative of a company by acquiring the company's operating right

(b) A case that reverses the judgment below which denied liability of the company due to the act of apparent representative director;

(a) Even if a person acquires the right to operate a company, the board of directors shall not be deemed a legitimate representative of the company unless he/she is selected as a representative director;

B. The case reversing the judgment below that if the representative director of the defendant company Gap transferred the company's shares to Eul and received intermediate payments, and made a proxy form to delegate the company's whole rights, such as the company's management rights and the company's management rights, and transferred the representative director's seal impression and rubbers to Byung to the extent that the exercise of management rights does not interfere with Eul's exercise of management rights, thereby helping Byung manage labor-management rules that occurred in the company, and even before the purchase and sale of the company's taxi operation rights, it independently exercised the company's management rights without any impediment for 4 months until the dispute with the plaintiffs occurred, such as selling the company's taxi operation rights to many persons even before the purchase and sale of the company's taxi operation rights, and if the plaintiffs were to have established the right to collateral security on the company's taxi in order to return the price when the contract is not fulfilled after the purchase and sale contract for taxi operation rights, the plaintiffs should be deemed to have been aware that the representative director was a person exercising legitimate management rights with the company's representative director, and therefore it is difficult for the plaintiffs's unlawful act.

(a) Article 389 of the Commercial Act;

B. Supreme Court Decision 84Meu963 Decided June 11, 1985 (Gong1985, 995) (Gong1987, 1319), 91Da35816 Decided July 28, 1992 (Gong192, 2547)

Plaintiff 1 and 2 others, Counsel for the defendant-appellant

Seoul High Court Decision 201Na1448 delivered on May 21, 201

Seoul High Court Decision 93Na13201 delivered on December 10, 1993

The judgment below is reversed and the case is remanded to Seoul High Court.

We examine the grounds of appeal.

1. As to the assertion that it is a legitimate representative's act

Even if Nonparty 1 acquired the right to operate the Defendant Company, the decision of the court below that it cannot be deemed a legitimate representative of the Defendant Company is just and acceptable, and there is no error of law as pointed out in the theory of lawsuit, and there is no reason to issue this issue.

2. As to the liability caused by the act of an apparent representative director

A. The judgment of the court below

Based on its evidences, the court below decided to acquire the above shares of the defendant company, which are owned by the defendant company 1 on June 22, 1990, on the condition that the non-party 1 entered into a contract with the non-party 2, who is the representative director of the defendant company, to take over all the shares of the defendant company owned by him, and completed a power of delegation to delegate all the management rights of the defendant company on June 30, 1990, and used only for the scrapping of the defendant company after acquiring the representative director's seal and rubber, the non-party 2 was operating the defendant company as the representative of the defendant company. The non-party 1, who is the above non-party 1, decided to take over the above shares of the defendant company, which are owned by the defendant company 1, but which is the above non-party 1, who is the representative director of the defendant company, for the reasons that the non-party 1, who was the above representative director of the defendant company, was not a legitimate owner of the above shares of the defendant company 10.

B. Determination of party members

However, we cannot accept the judgment of the court below that the plaintiffs knew or did not know that the above non-party 1 was not a legitimate representative director of the defendant company due to gross negligence for the following reasons.

First of all, among the reasons cited by the court below as the basis for its determination, the defendant company was unable to operate the company normally due to the conflict between labor and management, and these circumstances were easily confirmed around the company, and the act of taking over the right to operate a taxi owned by the defendant company for so-called dispatch operation is prohibited under the current law, and such act is subject to strict sanctions from the supervisory authority, so it is difficult to view that the above act is the basis for determining whether the above non-party 1 is a legitimate representative of the company. In other words, it is difficult to view that the above non-party 1 is indicated in the contract prepared between the above non-party 1 and the above non-party 1 as an individual, and that the name of the transferor is written between the above non-party 1 and the private seal affixed by the defendant representative director, and the above non-party 1 did not frequently appear in the defendant company while the plaintiffs were living in the office in which they operated, and the location where the plaintiffs concluded the above contract was not the defendant company's office.

Rather, according to the evidence duly examined by the court below, the above non-party 2 transferred the shares of the defendant company to the above non-party 1 and received intermediate payment, and made a proxy form to delegate all the rights of management and operation of the defendant company to the above non-party 1, and transferred the representative director's seal impression and rubber to the office so that the exercise of management rights does not interfere with the non-party 1's exercise of management rights. Accordingly, the above non-party 1 made the vice president's position to the non-party 3 to assist the management of the company, and settled labor-management rules occurred in the defendant company, and the plaintiff purchased the defendant company's taxi operation rights to many persons even before the purchase and sale of the above non-party 2, from June 30, 190 to the time when the dispute with the above non-party 2 occurred, the plaintiffs were not aware of the fact that the non-party 1 was not a legitimate representative director of the defendant company's establishment of the above non-party 1's right of operation.

3. Nevertheless, without further proceeding to examine this point, the court below rejected the plaintiffs' claims by concluding that the plaintiffs were malicious or grossly negligent merely due to the reasons stated in its reasoning, and it is erroneous in the misapprehension of the rules of evidence by failing to exhaust all necessary deliberations, and thereby misunderstanding facts against the rules of evidence, which affected the conclusion of the judgment. Therefore, the argument pointing this out has merit.

Therefore, the judgment of the court below is reversed and the case is remanded to the court below. It is so decided as per Disposition by the assent of all participating Justices.

Justices Ahn Yong-sik (Presiding Justice)