I Became a Law School Genius

Chapter 8

『 Translator – Divinity 』

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

I hadn’t expected that Bae Hyun-jung and I would be called out in this class.

I had decided to wait for the moment when he and I would be called out together.

I felt fate in this almost artificial development.

Good.

I’ve set the stage this much; he’s not a fool who doesn’t know how to play along.

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

“The problem for you two is… this.”

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

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

A had intended to steal the money and run away from the beginning, and ‘B’ bank was negligent in not knowing that A had such an intention.

You are the lawyer hired by ‘B’. What are the remedies available to ‘B’?

(However, assume that A’s act is unauthorized agency and do not consider apparent authority or abuse of representative power) ]

…A familiar type of problem.

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

A corporation is ‘something that is not a person but is recognized as a subject of rights and duties’.

In other words, corporation ‘A’ is not a person, but it can own property and incur debt like a person.

But that’s just legal talk.

A corporation is not a person, nor is it some kind of artificial intelligence program.

It’s just a concept that exists on paper.

Therefore, for a corporation to borrow or repay money to someone in reality, someone who is a ‘real person’ has to do it on its behalf.

That someone is the CEO.

If the CEO goes to a bank and says, ‘I, in the name of our corporation, will borrow some money from your bank’ and takes out a loan, that debt becomes the corporation’s, not the CEO’s.

Even if the corporation can’t repay the money, it’s the corporation’s assets, not the CEO’s, that get seized.

In this case, even if A ran away with the money, ‘B’ bank could simply get the money back from corporation ‘A’, so there wouldn’t be any problem.

But here comes the catch.

‘A’s act is ‘unauthorized agency’, and we’re not supposed to consider ‘apparent authority’ or ‘abuse of representative power’.

What does this mean?

Simply put, unauthorized agency means that A did not have the proper authority to make corporation ‘A’ liable for the debt.

Let’s say one day I go to a bank without Han Seol’s consent and take out a loan in her name.

If the bank goes to Han Seol and demands repayment, she would be very upset.

In this case, what I did is ‘unauthorized agency’, and the debt incurred through that unauthorized agency does not affect Han Seol.

Returning to the given scenario, it means that although A borrowed money in the name of ‘A’, ‘A’ does not have the obligation to repay that money.

‘The instruction not to consider apparent authority or abuse of representative power simply means to solve the problem assuming that ‘A’ has no debt.’

Then who would be wronged?

That’s right.

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

They lent the money thinking it was for corporation ‘A’, but now ‘A’ has no obligation to repay it.

A, the cause of all this, has already run far away, and there’s no way to get the money back from him.

Ultimately, this problem asks whether, from ‘B’s perspective, there is a realistic way to get the money back from corporation ‘A’ instead of the runaway A.

‘There is. There is such a way.’

We can use Article 35 of the Civil Act, ‘Tort Liability of a Corporation’, which we learned in today’s lecture.

The very thing Han Seol was chanting before class.

Article 35 (Capacity of a Corporation for Tort) ① A corporation shall be liable for damages caused to another person by a director or other representative in connection with his/her duties.

There’s no need to overthink it.

It’s the logic that if someone from your organization causes harm to me, the organization should take responsibility and compensate me.

So, all we need to do is examine whether this case meets the requirements for claiming ‘tort liability of a corporation’ and write the conclusion.

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

However, that was only half the answer, considering the unique way this problem was presented… Professor Park Soo-geun’s true intention would be hidden somewhere else entirely.

‘Let’s see what the 37th ranked student is capable of.’

Bae Hyun-jung, after seeing the problem, closed his eyes as if recalling his knowledge, then confidently ran towards the blackboard.

He smoothly wrote down his answer in the space assigned to him without hesitation.

Ten lines, twelve lines.

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

‘You’ve fallen for it, haven’t you?’

I watched him, then went to my assigned space and started scribbling down my answer.

One, two, three, four.

Exactly four lines.

“Hey, why is his answer only four lines long?”

“Can’t you see? He doesn’t know anything, so he has nothing to write. He’s that guy, the delinquent from the Business School.”

“Ah, that guy?”

“He answered well in Criminal Law class last time, so I thought he had changed… I guess the rumor that he just recited what Han Seol told him is true.”

I can hear it all, I can hear it all.

It wasn’t something to be newly offended by, but the weight of Park Yoo-seung’s notoriety was truly extraordinary.

To choose to believe rumors even after witnessing my performance firsthand.

Perhaps it was a story intentionally spread by Bae Hyun-jung.

“Time’s up. Then, who wants to explain their answer first?”

“I’ll go first, Professor.”

“Alright, Mr. Bae Hyun-jung.”

It was advantageous to present first in this kind of situation.

Since the answer was fixed, if the first presenter got it right, the next person would be left with nothing to say.

Bae Hyun-jung must have stepped forward knowing that.

“The issue in this problem is whether ‘A’ is liable for A’s actions under the ‘tort liability of a corporation’. According to Article 35, Paragraph 1 of the Civil Act, the requirements for holding a corporation liable for tort are: first, it must be an act of a director or other representative; second, it must be an act related to their duties; and third, it must have caused damage to another person.”

Bae Hyun-jung confidently continued his presentation.

“Since A is the CEO of ‘A’ and has caused damage to ‘B’ bank, the other requirements are naturally met. However, since A borrowed the money for his own embezzlement, not for the duties of the corporation, it can be argued whether it was an ‘act related to their duties’.”

The flow was excellent up to this point.

“In this case, precedents do not ask whether it was ‘actually related to their duties’. Instead, they use the criteria of whether the objective nature of the act can be outwardly related to the corporation’s duties.”

He explained the precedent’s stance and applied it to the scenario.

“According to this, the act of borrowing money from a bank can be seen, at first glance, as procuring funds for the corporation’s activities. Therefore, it would be considered to have job-relatedness.”

Why judge based on outward appearance?

Naturally, it’s to protect the counterparty.

If the criteria were whether it was actually related to their duties, the counterparty would have to investigate the details every time they dealt with the CEO.

Wouldn’t that be too bothersome, tedious, and difficult?

“However, there is an exception. If the counterparty knew that the CEO’s act was not actually related to their duties, or if they did not know due to gross negligence, they cannot claim tort liability.”

Bae Hyun-jung took a breath and continued,

“But in the problem, although ‘B’ bank was negligent, it doesn’t say they were grossly negligent, so the exception does not apply.”

The reason for the exception is the same.

The significance of Article 35 is to protect the counterparty.

But is it worth protecting someone who knew from the beginning that the CEO was going to embezzle money, or someone who didn’t know due to very gross negligence?

No, that’s the stance of our Civil Act.

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

“Ultimately, ‘B’ can claim damages from ‘A’ based on Article 35, Paragraph 1 for tort liability.”

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

He had a look on his face that didn’t doubt he was right.

“Good. Well done, Mr. Bae Hyun-jung.”

However, contrary to his words, Professor Park Soo-geun’s expression seemed somewhat dissatisfied.

It was understandable. While the answer wasn’t bad, it didn’t reach the professor’s true intention.

This was my chance.

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

“…Yes, I do.”

“Go ahead.”

I cleared my throat and put on a very regretful expression.

“Mr. Bae Hyun-jung.”

“Yes, Mr. Park Yoo-seung.”

“Is this truly your best?”

“What did you say?”

Bae Hyun-jung’s expression hardened instantly.

“Read the problem again. Does it say to examine the tort liability of the corporation?”

“What are you talking about? Extracting the issue and writing the answer without being told is the basics of essay questions, isn’t it?”

“Of course it is. But is the issue you extracted the correct one? Or is it everything? Could it be, Mr. Bae Hyun-jung, that you wrote an incomplete answer because you were prejudiced into thinking this problem was just about reaffirming today’s lesson?”

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

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

Professor Park Soo-geun looked at me with a curious expression.

“Please look at the question again. It says, ‘You are the lawyer for ‘B”, right? This is the sentence that pierces the core of this problem.”

This style of question doesn’t appear much these days.

In the era of law schools, the bar exam divides essay questions into smaller 10-point sub-problems, making each question deal with only one issue.

On the other hand, questions asking you to write an opinion favorable or unfavorable to a specific person as a lawyer or prosecutor were more common during the bar exam era.

And, that means…

“Mr. Bae Hyun-jung, do you know how a lawyer writes a legal brief?”

“…What…”

“In court, you never know which arguments the judge will accept and which they will reject. So, you write down not only the most likely to be accepted, but all possible claims. This is called primary and alternative claims.”

“What are you trying to say!”

“Examine everything possible and find the most advantageous solution for the client.”

In other words, if you know something, write it all down and compare the effects.

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