표현대표이사가 대표이사를 대행한 행위에 대한 회사의 책임

Acts done by an apparent representative director in the name of other representative director and liability of a company

An apparent representative director is a director who has no authority to represent a company but uses a title which is assumed that he has the authority to represent the company under the permission of a company. According to Korean Commercial Law, a company shall be liable to a third person acting in good faith for any act done by a director who has used any title such as president, vice-president, executive director, managing director, etc. from which it may be assumed that he has the authority to represent the company even where such person has no such authority(Korean Commercial Law article 395). This regulation is aimed to protect a third person who trusts that an apparent representative director has an authority to represent a company in his own name. It is questionable if this regulation is applicable to the case that an apparent representative director acts in the name of other representative director, not in his own name. In this case the third person trusts that the apparent representative director has the authority to act in the name of other director. It is resonable that article 395 should be applicable in that case. Because what is important is an apparent director has used any title that assumed he has an authority to represent the company. It is not important that an apparent representative director acts in his own name or in the name of other representative director. And a third person acting in good faith who has a transaction with an apparent representative director who acts in the name of other representative director should be protected. But if a third person trusts an authority of an apparent representative director to act in the name of other representative director with gross negligence, article 395 shall not be applicable and the company is not liable to the third person.