법인 이사의 대표권 제한

목차

1. Issue
2. Whether selling the land in order to secure funds for business falls into the scope of business of the corporation.
3. Whether the clause in the MOI is an external restriction to the powers of the representative.
4. Effects of not having registered the limitations to the representative`s powers
5. Conclusion
6. Tort liability of a corporation (Art 35)
7. Unjust enrichment (Art 741)
8. Relationship between Tort and Unjust enrichment.

본문내용

1. Issue

To determine whether director B`s juristic act can be seen as an act of the corporation`s and make a valid contract between the corporation and C, we need to focus on
1) whether the trade contract was made within the scope of business of the corporation recognized by the MOI (Art34),
2) if it was made within the scope of business of the corporation, the meaning of the clause stating that "In order for the director to dispose of the corporation`s assets there has to be an approval from the BOD", and finally
3) Effects of not having registered the limitations to the representative`s powers, regarding C who is in bad faith(who knows that there was such a restriction in the MOI) (Art60).

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