Open Decision Ledger · Civil obligations & remedies
Interim representative's ordinary business and a delegated summons
Supreme Court, Dec. 28, 2018, 2016Da260400 (judgment)
No holding summary · checked against points at issue. The official text publishes no summary of the holding for this decision. The quotation and factors in this record are copied verbatim from the points at issue; the evidence for each axis is taken from the points at issue, the order and the reasons.
Case name: 소유권이전등기절차이행·소유권이전등기
Official text on the National Law Information Center
Question
When a court appoints a person to act for a corporation's representative under an interim injunction, is that person's authority confined to ordinary business, does convening a meeting to amend the articles or change the composition of officers fall within ordinary business, and is a clan meeting validly summoned when another member summons it with the consent of the senior lineage holder with representative capacity?
Holding
The interim representative's authority is in principle confined to ordinary business, meaning the management of the corporation as it stood before, so convening a meeting to amend the articles or change the officers is not ordinary business. The general meeting's own authority is not so confined: a meeting convened under a lawful procedure may resolve freely to dismiss the represented person and elect a successor, and the successor's authority is not confined to ordinary business. A clan meeting summoned by another member with the consent of the senior lineage holder holding representative capacity is not a summons by an unauthorised person; in this case the resolutions adopted at that meeting were valid. Article 60-2(1) of the Civil Act, Article 300(2) of the Civil Execution Act, and Articles 31 and 71 of the Civil Act were referred to.
Points at issue, verbatim
가처분재판에 의하여 법인 혹은 비법인사단 등의 대표자 직무를 대행하는 자를 선임한 경우, 직무대행자의 권한이 통상사무로 제한되는지 여부(원칙적 적극) 및 정관을 변경하거나 임원의 구성을 변경하기 위한 총회를 소집하는 행위가 법인 등의 통상사무에 속하는지 여부(소극)
Unofficial English translation
Where a person to perform the duties of the representative of a corporation or an unincorporated association, etc. is appointed by a provisional disposition, whether the authority of the person performing such duties is limited to ordinary affairs (affirmative in principle) and whether the act of convening a general meeting for the purpose of amending the articles of incorporation or changing the composition of officers falls within the ordinary affairs of a corporation, etc. (negative)
Disposition
Dismissed Stated in the decision
상고를 모두 기각한다.
Unofficial English translation
All appeals are dismissed.
Form of the test
Elements stated Stated in the decision
가처분재판에 의하여 법인 혹은 비법인사단 등의 대표자 직무를 대행하는 자를 선임한 경우에 그 직무대행자는 가처분명령에 다른 정함이 있거나 법원의 허가를 얻은 경우 외에는 법인 등의 통상사무에 속하지 아니한 행위를 하지 못한다.
Unofficial English translation
Where a person to perform the duties of the representative of a corporation or an unincorporated association, etc. is appointed by a provisional disposition, such person may not perform any act that does not fall within the ordinary affairs of the corporation, etc., unless otherwise provided in the provisional disposition order or unless the permission of the court is obtained.
Factors
- 직무대행자의 권한이 통상사무로 제한되는지 여부(원칙적 적극)
- 정관을 변경하거나 임원의 구성을 변경하기 위한 총회를 소집하는 행위가 법인 등의 통상사무에 속하는지 여부(소극)
- 적법한 절차에 따라 소집된 법인 등의 총회에서 피대행자의 해임 및 후임자 선출 등의 결의를 한 경우, 후임자의 권한이 통상사무로 제한되는지 여부(소극)
- 종중의 대표 자격이 있는 연고항존자의 동의 아래 다른 종중원이 종회를 소집한 경우, 종회 소집의 효력(유효)
Unofficial English translation
• Whether the authority of the person performing such duties is limited to ordinary affairs (affirmative in principle)
• Whether the act of convening a general meeting for the purpose of amending the articles of incorporation or changing the composition of officers falls within the ordinary affairs of a corporation, etc. (negative)
• Where, at a general meeting of a corporation, etc. convened by due procedure, a resolution is adopted to dismiss the person being represented and to select a successor, etc., whether the authority of the successor is limited to ordinary affairs (negative)
• Where another member of a clan association convenes a clan meeting with the consent of the person with continuing ties who is qualified to represent the clan association, the effect of the convening of the clan meeting (valid)
Relation to precedent
Follows earlier decisions Stated in the decision
대법원 1995. 4. 14. 선고 94다12371 판결, 대법원 2016. 3. 10. 선고 2015다220054 판결 참조
Unofficial English translation
Supreme Court Decision 94Da12371 decided April 14, 1995, Supreme Court Decision 2015Da220054 decided March 10, 2016, referenced
Decisions referred to
[1] 대법원 1995. 4. 14. 선고 94다12371 판결(공1995상, 1844), 대법원 2005. 1. 29.자 2004그113 결정, 대법원 2016. 3. 10. 선고 2015다220054 판결 / [2] 대법원 2005. 7. 15. 선고 2003다61689 판결, 대법원 2014. 4. 10. 선고 2012다59770 판결
Burden of proof
Not addressed Not in the decision
Open question and revisit condition
What omission or defect in a summons notice, other than the failure to state the delegation of the summons power, would make that notice void?
A later Supreme Court decision on the scope of a general meeting's summons power, on the reading of a quorum clause that refers to those attending, or on the effect of a notice that omits a delegation would call for this entry to be read again. So would an amendment to Article 60-2(1) of the Civil Act or Article 300(2) of the Civil Execution Act, or to Articles 31 and 71 of the Civil Act on corporations by operation of law.
Cross-family AI independent reading & axis check
7 of 8 axes matched GPT-6 Astra (OpenAI, codex CLI) · 2026-10-25
A reader from another model family (GPT-6 Astra), given the official text but not the primary reading, agreed on 7 of the 8 axes; the readings differed on axis 8 (open question and revisit condition).
Axis 8 (Open question and revisit condition): Primary “What omission or defect in a summons notice, other than the failure to state the delegation of the summons power, would make that notice void?” vs Independent “What circumstances would justify judicial authorization for an acting representative to convene a meeting to replace officers before their terms expire?”
The primary reading asks which defects in a summons notice, beyond the missing statement of delegation, would make it void. The independent reading asks what circumstances would justify judicial authorization for an acting representative to convene a meeting to replace officers early.
가처분재판에 의하여 법인 혹은 비법인사단 등의 대표자 직무를 대행하는 자를 선임한 경우, 직무대행자의 권한이 통상사무로 제한되는지 여부(원칙적 적극) 및 정관을 변경하거나 임원의 구성을 변경하기 위한 총회를 소집하는 행위가 법인 등의 통상사무에 속하는지 여부(소극)Raw responses and comparison record: Protocol · Blind readings (JSONL) · Axis comparison (JSONL) · SHA-256 (JSON)
Lower-court contrast & scope of application
Lower-court reading vs. Supreme Court holding
Lower-court context: The Gwangju High Court, Jeonju Bench, in its judgment of 8 September 2016 (2015Na100582, 100599), held that the extraordinary general meeting of 18 October 2014, convened under a summons power delegated to A by the senior lineage holder B, was not unlawful, that the omission to state the delegation in the summons notice alone did not void the notice, and that the plaintiff's rules and Article 14 of its by-laws, which speak of a majority of those attending, could not be held void or treated as a misprint. On that basis it rejected the defendants' preliminary objection that the resolutions were void and the suit therefore improper. It also granted the claim for transfer of title on the release of the name-trust over Land 1 and Land 2, and held that the independent party joinder lacked the elements of a joinder asserting a right or preventing injury and that the joined party's claim against the plaintiff had no interest in confirmation.
Supreme Court standard: The Supreme Court found no error. Noting only that parts of the appellate reasons were not well put, it held the conclusion right: a meeting convened after the represented person and the incumbent officers had all resigned by agreement, with the consent of the clan's senior lineage holder, to elect successors is a matter of the clan's ordinary business, unlike a case where the interim representative joins the resolution appointing a successor or convenes the meeting while the represented person's term has not yet ended. It also held that entrusting the summons power to another clan member does not make the summons one by an unauthorised person, and it affirmed the findings on the name-trust and on the joinder before dismissing all the appeals.
Distinguishing conditions
- An interim representative who directly joins the resolution appointing the represented person's successor, or convenes the meeting while the represented person's term has not yet expired.
- A summons meeting governed by other terms in the interim injunction order or by a court's permission, since the authority is confined only where the order says nothing else.
- A clan meeting summoned by another member without the consent of the senior lineage holder who holds representative capacity.
Record verification notes
Set the file against four points before relying on this decision: whether the interim injunction order contained other terms on the representative's authority, whether all the incumbent officers and the represented person in fact resigned by agreement, whether the senior lineage holder with representative capacity consented to the summons and to the delegation, and which clause of the corporation's rules governs the quorum, since the Court refused to read 'a majority of those attending' in Article 14 of the by-laws as a misprint. Also confirm that the meeting's resolutions go no further than dismissing the represented person and electing successors.
From the official text
Points at issue
[1] 가처분재판에 의하여 법인 혹은 비법인사단 등의 대표자 직무를 대행하는 자를 선임한 경우, 직무대행자의 권한이 통상사무로 제한되는지 여부(원칙적 적극) 및 정관을 변경하거나 임원의 구성을 변경하기 위한 총회를 소집하는 행위가 법인 등의 통상사무에 속하는지 여부(소극) / 적법한 절차에 따라 소집된 법인 등의 총회에서 피대행자의 해임 및 후임자 선출 등의 결의를 한 경우, 후임자의 권한이 통상사무로 제한되는지 여부(소극) [2] 종중의 대표 자격이 있는 연고항존자의 동의 아래 다른 종중원이 종회를 소집한 경우, 종회 소집의 효력(유효)
Unofficial English translation
[1] Where a person to perform the duties of the representative of a corporation or an unincorporated association, etc. is appointed by a provisional disposition, whether the authority of the person performing such duties is limited to ordinary affairs (affirmative in principle) and whether the act of convening a general meeting for the purpose of amending the articles of incorporation or changing the composition of officers falls within the ordinary affairs of a corporation, etc. (negative) / Where, at a general meeting of a corporation, etc. convened by due procedure, a resolution is adopted to dismiss the person being represented and to select a successor, etc., whether the authority of the successor is limited to ordinary affairs (negative) [2] Where another member of a clan association convenes a clan meeting with the consent of the person with continuing ties who is qualified to represent the clan association, the effect of the convening of the clan meeting (valid)
Summary of the holding
The official text publishes no summary of the holding for this decision. The quotation and factors in this record are copied verbatim from the points at issue; the evidence for each axis is taken from the points at issue, the order and the reasons.
Order
상고를 모두 기각한다. 상고비용 중 원고와 피고 3, 피고(선정당사자) 4 사이에 생긴 부분은 피고 3, 피고(선정당사자) 4가 각 부담하고, 원고, 피고 겸 독립당사자참가인과 나머지 피고들 사이에 생긴 부분은 피고 겸 독립당사자참가인이 부담한다.
Unofficial English translation
All appeals are dismissed. As to the costs of the appeal, the portion incurred between the plaintiff and Defendant 3 and Defendant (Selected Party) 4 shall be borne by Defendant 3 and Defendant (Selected Party) 4, respectively, and the portion incurred between the plaintiff, the defendant who is also an independent party intervenor, and the remaining defendants shall be borne by the defendant who is also an independent party intervenor.
Provisions referred to
[1] 민법 제60조의2 제1항, 민사집행법 제300조 제2항 [2] 민법 제31조, 제71조
Read 2026-10-25 · Cross-read 2026-10-25. All quotes matched against the official text. The Chinese-character placeholders the court used for anonymised parties are given in their Korean readings, and parenthetical Chinese-character glosses are omitted.
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