If the transferee of the shares before the issuance of share certificates requests compensation for damages under Articles 399 and 414 of the Commercial Act against directors and auditors appointed at a general meeting of shareholders (negative)

If a person who was appointed as a director or auditor at a meeting of the transferee prior to the issuance of share certificates, and registered as a director or auditor of the company, was found to be a legitimate director or auditor of the company, it is difficult to inquire about the liability for damages under Articles 399 and 414 of the Commercial Act on the ground that the general tort was committed in relation to the company, separate from the establishment of a tort.

Articles 335(2), 399, and 414 of the Commercial Act

Seoul Trust Bank, Inc.

Defendant 1 and eight others

Busan District Court (79Gahap5)

1. Revocation of the original judgment;

2. The plaintiff's claim is dismissed.

3. All the costs of lawsuit shall be borne by the plaintiff in the first and second instances.

The Defendants jointly and severally pay to the Plaintiff the amount of KRW 132,326,749 and the amount at the rate of five percent per annum from September 30, 1972 to the full payment system.

The costs of lawsuit shall be borne by the defendants and a declaration of provisional execution.

The same shall apply to the order.

The plaintiff asserts as follows as the cause of the claim.

In other words, the plaintiff has a loan claim against the non-party 1 corporation with 77 Ma343 final and conclusive judgment. The amount of the claim is 285,616,863 won as of June 30, 1978, but the non-party company has no sufficient means. Meanwhile, from July 1, 1968 to December 31, 1970, the defendants are directors or auditors of the non-party company (the non-party 2 and 3 are the auditors and all remaining directors) while serving as a director or auditors of the non-party company (the non-party 2 and 3 are the non-party company's company's company's company's company's company's company's company's company processing (the non-party 3's company's company's company's company's company's company's company's company's 90 billion won omitted in its book and did not report it to the district tax office's office's company's company's 9090 billion won or 97.

Therefore, since the Plaintiff is liable to compensate the Defendants for damages as a director or auditor in violation of their respective duties as a director or auditor and due to an act in violation of laws and regulations, Articles 399 and 414 of the Commercial Act are liable. As such, whether the Defendants were the director or auditor of the non-party company during the above period as the Plaintiff’s head;

If Gap evidence Nos. 1, 10, 12, 14, 15, and Eul evidence Nos. 5-7, and Eul evidence Nos. 5-7 - all the purport of the parties' arguments in testimony of the court below's witness return, the court below's trial and the public hearing witness testimony, the defendant et al., except the defendant Nos. 2 and 3, can be recognized as a director who is registered and performs his duties in the non-party company's corporate register during the above period as an auditor. However, as acknowledged below, the non-party company cannot be a legitimate director or auditor because the non-party company's meeting was appointed and registered as a director or auditor. Thus, if there were errors in this act, the non-party company's failure to perform the duties of director or auditor or because it violated the law, it cannot be viewed as a subject of the above legal provisions' liability for damages.

However, if the above evidence - Nos. 2-2, 8, 4, 5, and 6 were without any dispute over the establishment of each of the above evidence, the non-party company was established at 10,000 capital of 10,000 shares per share or 1000 shares of 10,000 shares, and the number of 90,000 shares was increased by 90,000 shares and 45,000 shares was 45,000 shares before the shareholders' general meeting of shareholders, and the non-party company was merely the non-party 2,3 had the remaining 45,00 shares, 4,5,65,00 shares issued by the non-party 4,50 shares, but did not have any share certificates issued by the non-party 1 to the non-party 2,50,600 shares before the issuance of the shares to the non-party 1,560,74,700 shares before the issuance of the shares;

In addition, in addition, in light of the whole purport of the parties' arguments in each part of Gap evidence Nos. 4, 6-1, 2, and 8-1, 3-9, Gap evidence Nos. 9-1, 10-1, 12-9, Gap evidence Nos. 13-1, 2, 14, 15, and Gap evidence Nos. 17, which are acknowledged to have been genuine by the testimony of the court below witness Kim-I, the court below's witness Kim-I, Kim Jong-chul, Kim Jong-nam, etc., testimony of the party witness Kim Jong-chul, the first instance court witness, the first instance court witness, and Kim Jong-nam, which are in fact a director or auditor, the defendant et al. was subject to taxation from the district tax office having jurisdiction over the non-party 1, 32,326,749, etc., and it can be found that the defendant's damage claim was clearly made by the non-party 1 and the third party company's damage claim against the defendant 2.

Accordingly, the plaintiff's claim for objection cannot be dismissed as it is obvious that the non-existence of the right to claim damages against the defendant of the non-party company, who is the subrogation, is well-grounded. Since the original judgment is unfair with different conclusions, it shall be revoked pursuant to Article 386 of the Civil Procedure Act, and the plaintiff's claim shall be dismissed, and it shall be decided as per Disposition by applying Articles 96 and 89 of the Civil Procedure Act with respect to the burden

Judges Cho Jong-soo (Presiding Judge) and a provision on the abnormal statement