Chapter 8

“Next… Group 9, Bae Hyun-jung. Group 10, Park Yoo-seung. Please come forward.”

…What? Already?

I hadn’t expected to be called up alongside Bae Hyun-jung this soon. I had been waiting for the perfect moment to clash with him, to savor it when the time finally came.

But fate had handed me the opportunity right here and now.

Fine then.

No sense in wasting such a stage. Time to give Hyun-jung a memory he’d never forget.

“Our case is this one.”

Professor Park Soo-geun switched on the projector, and text appeared on the board.

***
Case Prompt

*“Company ‘Gap’ is a corporation that collects and manages pottery and earthenware artifacts. Its CEO, A, borrowed 500 million won from Bank ‘Eul’ under Gap’s name, deposited it into Gap’s account, then withdrew the money and fled overseas.

A had intended to embezzle the money from the start. Eul Bank was unaware of A’s intent, though it was negligent.

You are the attorney hired by Eul. What legal remedies are available to Eul?

(Assume A’s actions were an ‘unauthorized agency,’ and do not consider apparent authority or abuse of authority.)”*

…A familiar type of problem.

Let’s break it down.

A corporation, legally speaking, is an entity that can own property and debts like a person, even though it isn’t one. But in reality, since it’s just an abstract concept on paper, it needs an actual person—the CEO or representative director—to act on its behalf.

So when the CEO borrows money from a bank “for the company,” the debt belongs to the company, not the CEO. If the loan goes unpaid, the company’s assets are seized—not the CEO’s.

Here, CEO A borrowed the money under Gap’s name but then ran off with it. Normally, that wouldn’t matter; Eul Bank could still collect from Gap.

But the problem gave us a twist:

“Assume it was an unauthorized agency. Do not consider apparent authority or abuse of authority.”

In other words, A wasn’t authorized to saddle Gap with that debt.

It’s like me walking into a bank and taking out a loan in Han Seol’s name without her consent. The bank couldn’t then demand repayment from her—she’d have no obligation.

So in this case, Gap has no duty to repay.

And if Gap doesn’t have to pay, who gets hurt?

That’s right—Eul Bank.

They thought they lent money to Gap, but in reality, Gap owes them nothing. And the actual culprit, A, has already vanished abroad.

So the real question is: as Eul’s attorney, how can you recover money from Gap despite all this?

There is a way.

Civil Code Article 35: a corporation’s liability for torts.

***
Civil Code Article 35(1):
A corporation is liable for damages caused to others by its directors or other representatives in the course of performing their duties.

The idea is simple: “Your representative hurt me, so your organization has to make it right.”

So the key was to see whether A’s conduct could be treated as a tort “in the course of duty.”

Most students would stop there.

But I knew the professor’s intent lay deeper.

“Let’s see what 37th place can do.”

Hyun-jung closed his eyes briefly, recalling his notes, then strode to the board confidently.

He scribbled line after line—ten, twelve in total.

I didn’t need to read it. I knew exactly what he was doing.

He had taken the bait.

While he wrote, I calmly stepped to my spot and dashed off my answer.

One, two, three, four lines. That was all.

“Ha! Only four lines? He clearly doesn’t know anything.”

“Of course. What did you expect? That’s Yoo-seung—the business school’s disgrace.”

“Right, him. Guess the rumors were true—his big answer in Criminal Law last time must’ve been fed to him by Han Seol.”

I heard every word.

Not that it stung anymore. Yoo-seung’s reputation was that rotten. Even when they saw me perform with their own eyes, they’d rather believe the gossip.

Maybe Hyun-jung had been the one spreading it.

“Time’s up. Now, which of you wants to present first?”

“I’ll go first, professor.”

“Very well. Hyun-jung.”

He knew the first speaker had the advantage. If his answer was correct, I’d be left looking pointless.

“The issue here is whether Gap is liable under Civil Code Article 35. The requirements are: one, the act must be by a director or representative; two, it must be in the course of duty; three, the act must have caused damage to another.”

So far, solid.

“A is Gap’s CEO, and Eul suffered damages. So those are satisfied. The question is whether A’s act counts as ‘in the course of duty,’ since he borrowed money only to embezzle it.”

Good analysis.

“According to case law, it doesn’t matter if it was actually for the company’s benefit. What matters is whether, from the outside, the act could reasonably appear related to the company’s business. Borrowing money from a bank certainly looks like a corporate activity, so it counts.”

And why judge by appearances?

To protect third parties. Otherwise, anyone dealing with a company would have to investigate every transaction’s hidden motives—a nightmare.

“Of course, there’s an exception: if the counterparty knew, or through gross negligence should have known, that the act wasn’t truly within duty, then no liability. But here the facts say only ‘negligence,’ not gross negligence. So the exception doesn’t apply.”

Nicely reasoned.

“In conclusion, Eul can hold Gap liable under Article 35 and claim damages.”

Hyun-jung finished, beaming with confidence.

“Well done, Hyun-jung,” Professor Park said.

But his face betrayed a hint of disappointment.

Exactly. It wasn’t wrong, but it wasn’t the whole picture either.

Now was my chance.

“Yoo-seung, do you have any comments on that answer?”

“…Yes, professor.”

“Go ahead.”

I coughed lightly, then put on a look of deep regret.

“Hyun-jung.”

“Yes, Yoo-seung?”

“…Was that really your best?”

“…What?”

His expression stiffened.

“Read the problem again. Did it say to analyze corporate tort liability?”

“Of course not—but finding the right issues is the very essence of an essay problem!”

“True. But did you find all the issues? Or did you let your assumption—that this was just a review of today’s lesson—blind you into writing a shallow answer?”

“Professor! I object! He’s dismissing my answer without proper grounds!”

“Explain further, Yoo-seung,” the professor said, eyes glinting.

“Look carefully at the wording. ‘You are the attorney for Eul Bank.’ That’s the real key here.”

This style of problem had almost disappeared in the bar exam era, replaced by short sub-questions. But back in the old judicial exam days, it was common: answer not as a neutral scholar, but as an advocate.

“And as any practicing lawyer knows… when you file a brief, you don’t gamble on just one argument. You write every possible claim that could favor your client. That’s called primary and alternative claims.”

“…What’s your point?” Hyun-jung snapped.

“My point is: a real lawyer examines every possible angle, then shows why their client’s position wins under any of them.”

I fixed him with a stare.

“As Eul’s lawyer, did you really do that? Or did you just regurgitate what you assumed the professor wanted?”

Hyun-jung’s face froze.