[Plaintiff, Appellee] Lee Jae-chun
[Defendant, Appellant] Donga Sangsa Co., Ltd., Attorney Kim Jong-pyo, Litigation Representative
[Judgment Below] Seoul High Court Decision 87Na632, decided August 3, 1987
[Order]
The appeal is dismissed.
The costs of the appeal shall be borne by the Defendant.
[Reasoning]
As to the grounds of appeal by the Defendant's litigation representative,
According to the reasoning of the judgment below, the court below found the following facts: the Plaintiff took office as a standing director (常任理事) of the Defendant company on April 17, 1980 and worked in that capacity; upon the Defendant company's dissolution pursuant to a resolution of the general meeting of shareholders on April 16, 1982, the Plaintiff lost his status as director and was appointed liquidator (淸算人) on the same day; on March 26, 1984, the performance of his duties was suspended pursuant to a court's provisional disposition; and on May 23 of the same year, a judgment dismissing him as liquidator was rendered and became final. The court below also found that, under the Defendant company's regulations, when a standing director retires, retirement pay for executives (임원퇴직금) is to be paid at the rate of three months' worth of monthly remuneration for each year of service. Based on these findings, the court below held that the Plaintiff should be deemed to have continued working for the Defendant company until the judgment dismissing him as liquidator became final, and since the instant lawsuit was filed within three years from the time that judgment became final, the Defendant's defense that the Plaintiff's claim for retirement pay had become extinguished by the statute of limitations was without merit, and rejected it.
Officers such as directors who hold the authority to execute the business of a company are entrusted by the company with the handling of certain affairs (see Article 382(2) of the Commercial Act (상법)); accordingly, they are not in an employment relationship in which they provide certain labor under the direction and supervision of an employer and receive prescribed wages in return. Therefore, even where they receive a fixed amount of remuneration, such remuneration cannot be deemed wages as prescribed by the Labor Standards Act (근로기준법). Furthermore, even where retirement pay is paid to officers such as directors pursuant to the company's regulations, such retirement pay is not retirement pay as prescribed by the Labor Standards Act, but rather a form of remuneration paid as consideration for the performance of duties during the period of service (see this Court's Decision 77Da1742, decided November 22, 1977). Accordingly, the provision on the statute of limitations for wage claims under Article 41 of the Labor Standards Act does not apply to an officer's, such as a director's, claim for retirement pay; instead, the statute of limitations provision applicable to ordinary claims must apply.
The court below erred in treating the Plaintiff's claim for retirement pay as a claim for retirement pay under the Labor Standards Act and in determining the extinctive prescription period to be three years as prescribed by that Act. However, in light of the date on which the Plaintiff filed the instant lawsuit, it is clear that the Plaintiff's claim for retirement pay had not become extinguished by the statute of limitations. Therefore, the conclusion of the court below rejecting the defense of extinctive prescription is justified.
Moreover, the portion of the judgment below stating that the Plaintiff retired from the position of standing director due to the company's dissolution is merely an expression to the effect that the Plaintiff lost his status as standing director due to the company's dissolution, and the court below's determination was to the effect that the contractual relationship between the Plaintiff and the company terminated upon the finalization of the judgment dismissing him as liquidator. Therefore, the judgment below does not contain any inconsistency in reasoning or any error in the misapprehension of legal principles regarding the time of accrual of the claim for retirement pay and the starting point for the extinctive prescription period, as argued in the grounds of appeal. The argument is without merit.
Accordingly, the appeal is dismissed, and the costs of the appeal are to be borne by the losing party. This judgment is rendered as stated in the Order by the unanimous opinion of the Justices involved.
Presiding Justice Yoon Kwan
Justice Kim Hyung-ki
Justice Park Woo-dong