Episode 8

“Next… Group 9, Bae Hyun-joong, and Group 10, Park Yoo-seung, please come forward.”

I didn’t expect that Bae Hyun-joong and I would be called up right away during this class.

I had decided to just wait for the moment when I would be called up with him someday.

I felt a sense of destiny in this development, which even seemed a bit contrived.

Alright.

I wasn’t a fool who didn’t know how to play even when the stage was set for me like this.

Let’s give Bae Hyun-joong an unforgettable memory.

“The problem for the two of you is… this.”

Professor Park Soo-geun projected a beam onto the blackboard.

[‘A’, is a corporation that collects and manages relics such as ceramics and earthenware. A, the CEO of ‘A’, borrowed 500 million won from ‘B’ bank in the name of ‘A’, received the money into an account in the name of ‘A’, and then withdrew it and fled overseas.

A had the purpose of embezzling the money and running away from the beginning, and ‘B’ bank has negligence in not knowing that A had such a purpose.

You are a lawyer hired by ‘B’. What are the means of redress for ‘B’?

(Assume that A’s actions were an unauthorized agency, and do not review apparent agency or abuse of representative authority)]

…It was a familiar type of problem.

First, let’s think about the relationship between a corporation and its CEO.

A corporation was said to be ‘something that is not a person, but is recognized as a subject of rights and obligations.’

In other words, ‘A’ the corporation was not a person, but was an entity that could own property or take on debt like a person.

But that was just in the legal sense.

A corporation was not a person, and it was not some kind of AI program either.

It was just a concept that existed in documents.

Therefore, if a corporation wanted to borrow or repay money from another party in reality, then someone who is a ‘real person’ had to act on its behalf.

That someone was the CEO.

If the CEO took out a loan saying, ‘I’ll borrow some money from your bank in the name of our corporation,’ then that debt would belong to the corporation, not the CEO.

Even if the money couldn’t be repaid, the property that was owned by the corporation, not the CEO, would be put under a red tag.

In this case, even if A ran away with the money, ‘B’ bank would just have to get the money back from ‘A’ the corporation, so there wouldn’t be any problems.

But here, a condition appeared.

‘A’s actions were an ‘unauthorized agency,’ and ‘apparent agency’ and ‘abuse of representative authority’ should not be reviewed.’

What did that mean?

Unauthorized agency, simply put, meant that A didn’t have the legitimate authority to put ‘A’ in debt.

Let’s say that one day, I went to the bank without Han Seol’s consent and took out a loan in Han Seol’s name.

If the bank went to Han Seol and told her to repay the money, Han Seol would feel very wronged.

What I did in this case was ‘unauthorized agency,’ and the debt that resulted from that unauthorized agency would not affect Han Seol.

Returning to the case, it would mean that even though A borrowed money in the name of ‘A’, ‘A’ had no obligation to repay that money.

‘Not reviewing apparent agency or abuse of representative authority means that we should just assume that ‘A’ has no debt and solve the problem.’

Then who would feel wronged?

That’s right.

‘B’ bank, which lent the money, would feel wronged.

They lent the money thinking it was going to ‘A’ the corporation, but ‘A’ had no obligation to repay it.

A, the culprit of all of this, had already run away far away, so there was no way to get the money back from him.

In the end, this question was asking if there was a realistic way for ‘B’, from their position, to get the money back from ‘A’ the corporation, aside from A who ran away.

‘There is a way. There is such a way.’

If I used Article 35 ‘Vicarious Liability of Corporations’ of the Civil Act that I learned in today’s lecture, it would be possible.

It was exactly what Han Seol had been chanting before class.

Article 35 (Vicarious Liability of Corporations) ① A corporation is responsible for compensating for damages caused to others by its directors or other representatives in the performance of their duties.

There was no need to think about it in a difficult way.

It was the logic that if someone in your organization caused harm to me, then the organization should take responsibility and compensate me instead.

So, I just had to examine if this case had met the requirements for ‘vicarious liability of corporations’ and write the conclusion.

‘…That’s what they would think. Usually.’

But that was only half the answer.

Considering the unique way that this problem was written… Professor Park Soo-geun’s true intention must be hidden somewhere else entirely.

‘Let’s see the skills of a 37th-place person.’

After looking at the problem, Bae Hyun-joong closed his eyes as if he was reviewing his knowledge, and then he ran to the blackboard with a confident expression.

He wrote his answer smoothly in the space that was assigned to him.

Ten lines, twelve lines.

I couldn’t see the contents, but I could roughly guess them.

‘He fell for it, that guy.’

I watched him for a while, and then I went to my assigned space and started to scribble down my answer.

One, two, three, four.

It was just four lines.

“Hey, why does his answer only have four lines?”

“Can’t you tell? He doesn’t know anything, so he has nothing to write. Isn’t he that guy? That troublemaker from the Business Administration department.”

“Ah, that guy?”

“He answered well during the criminal law class last time, so I thought he had changed… It looks like the rumor that he was just reading what Han Seol told him was true.”

I could hear everything, I could hear everything.

It wasn’t like I was hurt by it, but the weight of Park Yoo-seung’s notoriety was not ordinary.

Even after witnessing my performance directly, they still chose to believe the rumors.

Perhaps Bae Hyun-joong had intentionally spread those stories.

“Time’s up. Then, which of you would like to explain your answer first?”

“I’ll go first, professor.”

“Alright, Bae Hyun-joong.”

In a situation like this, the person who presented first actually had the advantage.

Since the answer was already determined, if the first presenter got the answer right, the next person would just become a useless side character.

Bae Hyun-joong must have known that, which was why he had stepped forward.

“The issue in this problem is whether ‘vicarious liability of corporations’ is established for A’s actions at ‘A.’ According to Article 35, Paragraph 1 of the Civil Act, the requirements for holding a corporation liable for an illegal action are: one, it must be an act of a director or other representative, two, it must be an act related to their duties, and three, a third party must have suffered damages as a result.”

Bae Hyun-joong confidently continued his presentation.

“A is the CEO of ‘A’, and he has caused damages to ‘B’ bank, so the other requirements are naturally met. However, since A borrowed the money to embezzle it for himself and not for the duties of the corporation, the issue is whether it was an ‘act related to their duties’.”

Up to this point, it was a very good flow.

“Precedents do not ask whether it is ‘actually related to their duties’ in this case. Instead, they use the objective nature of the act, that is, whether it can appear to be related to the duties of the corporation on the outside.”

He explained the attitude of the precedents and applied it to the case.

“According to that, the act of borrowing money from a bank can at least appear to be for procuring funds for the corporation’s activities, so it can be seen that it is recognized to be related to their duties.”

Why did they base their judgment on the appearance?

Naturally, it was to protect the other party.

If they based it on whether it was actually related to their duties, then the other party would have to investigate the inner workings every time they made a transaction with the CEO.

That would be too annoying, cumbersome, and difficult, wouldn’t it?

“However, there is an exception. If the other party knew that the CEO’s actions were not actually related to their duties, or did not know due to gross negligence, then vicarious liability cannot be imposed.”

Bae Hyun-joong paused to take a breath and then continued.

“However, in the problem, ‘B’ bank had negligence, but it was not written that they had gross negligence, so they do not fall under the exception.”

The reason why there was an exception was the same.

The purpose of Article 35 was to protect the other party.

But if someone knew from the start that the CEO was going to embezzle the money, or if they didn’t know due to gross negligence, would they even be worth protecting?

Our civil law said that they were not.

‘This is why it’s important to look at the legislative intent and purpose of the system.’

“In the end, ‘B’ can hold ‘A’ liable for damages based on vicarious liability under Article 35, Paragraph 1.”

Bae Hyun-joong finished his explanation and looked back at the professor with a proud expression.

His face said that he didn’t doubt that he was correct.

“Alright. I heard you well, Bae Hyun-joong.”

But unlike his words, Professor Park Soo-geun’s expression seemed somewhat disappointed.

That was to be expected. The answer he had just given was not bad, but it did not reach the professor’s true intention.

Now was my chance.

“Park Yoo-seung. Do you have anything to say about this solution?”

“…Yes, I do.”

“Tell me.”

I cleared my throat and put on an expression that looked as if I was very regretful.

“Bae Hyun-joong, fellow student.”

“Yes, Park Yoo-seung, fellow student.”

“Really, is this the best you could do?”

“What, are you saying?”

Bae Hyun-joong’s expression froze at that moment.

“Read the problem again. Did it say that you had to review the vicarious liability of corporations?”

“What are you saying? Isn’t it basic for a case problem to extract the issues and write the answers without being told to do so?”

“Of course it is. But is the issue that you extracted the correct issue? Or was it all of them? Could it be that Bae Hyun-joong, fellow student, was trapped by the preconceived notion that this problem was to check what we learned today and ended up writing an insufficient answer?”

“Professor, I object! Park Yoo-seung is criticizing my answer without any proper basis!”

“…Explain it in more detail, Park Yoo-seung.”

Professor Park Soo-geun was looking at me with a strange expression.

“Please look at the question again. It says, ‘You are a lawyer for ‘B’.’ That is the phrase that penetrates the core of this problem.”

This was a style that was not often seen these days.

The case problems in the bar exam in the law school era were divided into small 10-point sub-problems, where each problem only dealt with one issue.

On the other hand, problems that asked you to write opinions that were advantageous or disadvantageous to a specific person as a lawyer or prosecutor were more often seen during the bar exam days.

And, that meant…

“Bae Hyun-joong, do you know how lawyers write their briefs?”

“…What?”

“In court, you can’t know what arguments the judge will accept and what arguments they will reject. Therefore, you write down all the possible claims and not just the most likely one to be accepted. We call these primary claims and secondary claims.”

“What are you trying to say!”

“To review everything that is possible, and to find the most advantageous plan for your client.”

In other words, it meant to write down everything you knew and compare the effects of each option.

“The effort to bring the maximum benefit to the client as a lawyer. Did you put in that effort? While solving this problem?”

“…”