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장덕조의 『상법개론』은 〈상법의 의의〉, 〈상법의 법원〉, 〈상인의 의의〉 등이 수록되어 있는 책이다.

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제 1 절　상법의 의의
Ⅰ. 형식적 의의의 상법
상법은 형식적 의의의 상법과 실질적 의의의 상법이 있다. 형식적 의의의 상법은 상
법이라는 이름으로 제정된 법률(상법전)을 말하고, 실질적 의의의 상법은 기업에 관한
특별사법을 말한다(통설). 형식적 의의의 상법은 각국의 역사적 배경과 입법정책을 반영
하므로 이를 가진 나라도 있고 갖지 않은 나라도 있으며, 이를 가진 나라도 나라와 시
대에 따라 그 내용과 체계를 달리하고 있다.
Ⅱ. 실질적 의의의 상법
1. 상 개념의 기원
“商”은 생산자와 소비자 사이에서 상품전환을 중개하여 이윤을 얻고자 하는 행위로
출발하였다. 그리고 상품의 전환과는 무관한 새로운 형태의 상을 유형상이라 하였고,
공업과 원시생산업까지 포함한다.
2. 상법의 대상론
기업법설이 통설이다. 상은 기업이고 상법은 기업법에 해당하는 것이다. 또한 상법
은 기업에 관한 특별사법이다. 실질적 의의의 상법은 학문적 개념으로 상법전의 유무나
그 내용에 관계없이 상법이 규율하는 생활관계의 실질 또는 내용에 의하여 파악된 통일
적이며 체계적인 법역을 말한다고 본다. 실질적 의의의 상법의 대상이 되는 기업은 상
기업만을 의미한다. 이러한 상기법은 “상인적 설비(기업조직)와 방법에 의하여 영리의 목
적으로 경영활동을 하는(기업활동) 경제적 생활체(기업주체)”라고 말할 수 있다. 따라서 실
질적 의의의 상법은 상법전 외에도 많은 상사특별법령과 상관습법 등을 포함한다.
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제 2 절　상법의 법원
Ⅰ. 의 의
상법의 법원(法源)이란 기업에 특유한 생활관계를 규율하는 법규범을 말하는데, 이러
한 상법의 법원에는 상사제정법 ㆍ 상관습법 및 상사자치법 등이 있다. 보통거래약관이
상법의 법원이 되는지에 대하여는 견해가 나뉘어 있다. 상법 제1조는 상사적용법규에
대하여 규정하고 있는데, 이는 상법의 법원과 구별된다. 민법은 기업에 특유한 생활관계
를 규율하는 법규범이 아니므로 상법의 법원이 아니라고 봄이 통설이다. 상법 제1조는 적
용순위만을 규정한 것에 불과하다는 것이고 민법은 상법의 법원이 아니라고 본다. 이
는 민법이 기업에 관한 법이라고 할 수 없으며 다만 기업생활관계에도 일반시민생활관
계와 같게 규율하더라도 무방한 경우가 있으므로 민법을 상사에도 적용되는 법규로 한
것이다. 그런데 민법이 상법의 법원은 아니라 하더라도 상거래에 중요하게 적용되고
있다는 점은 명확하다.
Ⅱ. 상관습법
상관습법은 상법전과의 관계에서는 보충적 효력이 있으나, 민법전과의 관계에서는
상관습법이 민법전보다 우선하여 적용된다(제1조). 상법의 법원인 상관습법이 무엇이냐
에 대하여, 사실인 상관습이 사회의 법적 확신 또는 법적 의식에 의하여 지지를 받게
되는 법규범이라고 하여 상관습법과 사실인 상관습을 구별하는 견해가 있으나, 상법에
서 상관습법과 사실인 상관습을 구별하지 않는 것이 타당하다고 본다.
Ⅲ. 보통거래약관의 법원성
1. 의 의
약관규제법 제2조 제1호는 “약관이란 그 명칭이나 형태 또는 범위에 상관없이 계약
의 한쪽 당사자가 여러 명의 상대방과 계약을 체결하기 위하여 일정한 형식으로 미리
마련한 계약의 내용을 말한다”고 정의한다.1) 이에 의하면 보통거래약관은 그 명칭이나
1) 이러한 취지에서 다수의 수요자에게 전기를 공급하는 공급규정은 공급계약조건을 당사자가 개별적으로 협정하는 것
을 금지하고 오로지 공급규정의 정함에 따를 것을 규정하고 있어, 그 공급규정은 보통계약약관으로서의 성질을 가진
다. 대법원 2002.4.12. 선고 98다57099 판결(전기사업법은 다수의 일반 수요자에게 생활에 필수적인 전기를 공급하
는 공익사업인 전기사업의 합리적 운용과 사용자의 이익보호를 위하여 계약자유의 원칙을 일부 배제하여 일반 전기
사업자와 일반 수요자 사이의 공급계약조건을 당사자가 개별적으로 협정하는 것을 금지하고 오로지 공급규정의 정함
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형태 또는 범위에 상관없이 사업자가 다수의 상대방과 보험계약을 체결하기 위하여 미
리 마련한 계약의 내용이 되는 것으로서 보통거래약관의 일종을 말한다. 보통거래약관
의 의의를 몇 가지로 분설하면 다음과 같다. ① 사업자가 일방적으로 작성하는 것이다.
사업자가 소비자와 계약체결시에 협상하여 개별적으로 내용을 정하는 것이 아니라 사
업자가 일방적으로 작성한다. ② 다수의 계약을 체결하기 위한 것이다. 이러한 점에서 보
험계약 등은 부합계약성을 띠는 것이다. ③ 사전에 미리 작성하여 둔다. 계약체결시 작성
하는 것이 아니라 미리 작성하여 두는 것으로, 예컨대 보험사업자는 보험사업의 허가
를 취득하고자 할 때 금융위원회에 보통거래약관을 제출하여야 한다.
위 요건을 충족하는 경우 보통거래약관이 되고 그 명칭이나 형태 등을 불문한다. 즉 약관
의 명칭을 사용하지 않는 경우에도 위 세 가지 요소가 있다면 약관으로 분류되고 약관규제법
의 적용을 받는다. 판례도 이러한 취지에서 지방자치단체가 다수의 상대방과 계약을 체결하
기 위하여 미리 마련한 계약의 내용이 되는 것은 “택지공급계약서”의 명칭으로 가지고 있다
하더라도 약관에 해당한다 하고,2) 골프클럽의 운영에 관한 회칙도 약관으로서의 성질을 가진
다고 하였다.3) 요컨대 약관규제법의 적용 대상이 되는 약관이라 함은, 그 명칭이나 형태 또는
범위에 상관없이 계약의 일방 당사자가 다수의 상대방과 계약을 체결하기 위하여 일정한 형
식에 의하여 미리 마련한 계약의 내용이 되는 것을 말한다(통설 및 판례).
2. 보통거래약관에 대한 규제
보통거래약관은 사업자가 소비자와 협상하여 작성하는 것이 아니라 사전에 미리 만
들어 두는 것이고, 기술적인 복잡한 내용도 많이 포함한다. 그리하여 사회경제적 약자
인 소비자의 보호를 위하여 약관에 대한 규제가 필요하다.
3. 보통거래약관의 명시설명의무
(1) 의 의
약관규제법에서는 사업자는 계약체결에 있어서 고객에게 약관의 내용을 계약의 종
류에 따라 일반적으로 예상되는 방법으로 분명하게 밝히고, 고객이 요구할 때에는 당
해 약관의 사본을 고객에게 내주어 고객이 약관의 내용을 알 수 있게 하여야 하고, 또
한 사업자는 약관에 정하여져 있는 중요한 내용을 고객이 이해할 수 있도록 설명하여
야 한다고 정한다(약관규제법 제3조 제2항, 제3항). 그 위반의 효과와 관련하여서는 약관규제
에 따를 것을 규정하고 있는바, 이러한 공급규정은 일반 전기사업자와 그 공급구역 내의 현재 및 장래의 불특정 다수
의 수요자 사이에 이루어지는 모든 전기공급계약에 적용되는 보통계약약관으로서의 성질을 가진다).
2) 대법원 1998.12.23. 선고 96다38704 판결.
3) 약관이라는 명칭을 사용하지 않는 경우에도 약관의 범주에 들어간다고 한 판결로, 골프클럽의 운영에 관한 회칙도 약
관이라 한 경우로서 대법원 2000.3.10. 선고 99다70884 판결.
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법은 당해 약관을 계약의 내용으로 주장할 수 없다고 한다(약관규제법 제3조 제4항). 요컨대
사업자는 약관의 내용을 계약의 종류에 따라 일반적으로 예상되는 방법으로 분명하게
밝히고(약관규제법 제3조 제2항), 중요한 내용에 대하여는 고객이 이해할 수 있도록 설명의
무를 부과하고 있다(약관규제법 제3조 제3항). 전자를 명시의무, 후자를 설명의무라 한다.
① 소비자가 약관의 전체에 대하여 인지할 수 있는 가능성을 제공하는 것이 명시이고,
② 명시된 약관 중 중요한 내용에 대하여 구두나 문서를 통하여 이해유무에 관계없이
설명하도록 한다.
(2) 중요한 내용에 대한 설명의무
설명의무의 이행은 고객에 대하여 직접 구두로 하는 것이 원칙이나, 특별히 중요한
조항을 일목요연하게 정리한 문서에 서명날인을 받음으로써 설명에 갈음할 수 있는 것
으로 본다. 설명의 정도는 구체적이고 상세한 것이어야 하나, 그 조항의 법적 의미와
효과까지 상세하게 설명하여야 하는 것은 아니다. 설명의무의 입증책임은 사업자에게
있으며, 입증을 위하여 구두 설명의 경우 설명필의 확인서를, 별도의 설명문으로 대신하는
경우에는 설명문에 서명날인을 받아둘 필요가 있다. 일방적 설명이 있으면 족하고 당해
조항에 대한 고객의 구체적이고 개별적 동의를 얻을 필요까지는 없다. 수령인이 관심
을 가지고 실제로 들었는가, 읽었는가 또는 인지하였는가 등은 묻지 않는다. 요컨대 사
업자가 소비자에게 관련 정보를 구체적으로 이해시킬 의무가 아니라, 정보의 적극적 제
공의무를 규정하는 것이다.
1) 중요한 내용
사업자는 보험계약을 체결할 때에 소비자에게 보통거래약관을 교부하여 주고, 계약
조항에서 중요한 내용은 이해할 수 있도록 설명하여야 한다. 계약의 조항 중에서 중요
한 내용이 무엇이냐는 각 보험의 특성을 감안하여 파악할 문제이나, 일반적으로 보험
금액·보험기간·사업자의 면책사유·보험사고·보험계약의 해지사유 등은 중요한 사
항으로서 설명하여야 한다. 판례도 설명의무의 대상이 되는 ‘중요한 내용’이라 함은 사
회통념에 비추어 고객이 계약체결의 여부 또는 대가를 결정하거나 계약체결 후 어떤 행동
을 취할지에 관하여 직접적인 영향을 미칠 수 있는 사항을 말하고, 약관조항 중에서 무엇
이 중요한 내용에 해당하는지에 관하여는 일률적으로 말할 수 없으며, 구체적인 사건
에서 개별적 사정을 고려하여 판단하여야 한다고 판시한다.4)
2) 위반효과
위반의 효과가 바로 다음에서 살필 보통거래약관의 구속력의 문제이다.
4) 대법원 2016.9.23. 선고 2016다221023 판결; 대법원 2010.7.15. 선고 2010다19990 판결; 대법원 2008.12.16. 자
2007마1328 결정.
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4. 보통거래약관의 구속력
보통거래약관의 법원성은 보통거래약관이 계약의 당사자를 구속하는 근거가 무엇이
냐에 대한 문제이기도 하다. 그 이론은 규범설과 계약설(의사설)로 대별되나, 판례는 계
약설에 입각한다.
(1) 규범설
규범설은 보통거래약관이 존재하는 거래에 있어 특별한 사정이 없는 한 ‘그 거래는
약관에 의한다’는 사실인 관습 또는 상관습이 존재하는 결과라 본다. 법사회학적으로
볼 때에는 보통거래약관은 객관적인 법과 비슷하고 보험계약상의 법원으로 다루게 되
는 것이라 하면서, 보통거래약관의 구속력의 근거를 보통거래약관 자체의 규범성에서
찾는다. 그 근거로는 약관규제법 제3조에 사업자가 설명을 하지 않은 경우 계약의 내
용이 되지 않는다는 규정이 있음에도 불구하고 상법에 보통거래약관의 설명의무위반
효과를 따로이 규정(제638조의3)하는 입법적인 배경을 고려하여 볼 때, 보통거래약관에
대하여는 일반 약관과는 다른 효력을 부여한 것으로밖에 볼 수 없다는 것,5) 계약설은
보통거래약관의 존재의의를 무색하게 한다는 비판이다. 다수의 계약체결을 전제로 하여
시간과 비용을 줄이고자 하는 것이 보통거래약관의 존재의의이나, 사업자가 설명하고
소비자가 이해한 경우에 한하여 계약의 내용이 된다는 것은 약관의 존재의의를 무시하
는 이론이라는 것이다.
(2) 계약설
계약설은 보통거래약관은 그 자체로서는 결코 법규범이 될 수 없고, 전통적인 법률
행위이론에 의하여 보통거래약관에 의한 계약을 보통의 계약과 같이 보아 당사자가 계
약의 개별 조항을 알고 계약을 체결하였기 때문에 당사자를 구속한다는 견해로서 통설
이다. 계약설에서는 약관은 계약의 문례(文例)에 불과하고 그 자체로써 효력을 가지는
것이 아니라 당사자 사이의 편입합의에 의하여 계약의 내용이 된다고 한다.6) 계약설의
근거는 (i) 약관규제법 제3조 제4항으로서 당사자가 약관의 명시·설명의무를 위반하여
계약을 체결한 때에는 그 약관은 계약의 내용으로 주장할 수 없다고 규정하고 있고, (ii)
법률행위이론의 일반이론에 의하면 계약 당사자가 이를 계약의 내용으로 삼고자 하는
의사가 있어야만 하는 것은 너무나 당연하고, (iii) 소비자의 보호와 관련하여 계약설이
보다 우수하다는 점이다. 소비자가 알지 못하는 한 계약의 내용으로 편입되지 아니한
다고 하여 계약자보호에 보다 충실할 수 있다는 것이다.
5) 사업자의 설명의무 위반시 소비자는 보험계약의 성립일로부터 1월 이내에 취소할 수 있다는 규정의 해석에 대하여는
규범설과 의사설의 해석이 판이하게 다르다. 규범설에 의하면 1개월 이내에 계약을 취소하지 않으면 설명되지 아니한
부분도 계약의 내용이 된다고 함에 반하여, 의사설을 취하는 입장에서는 취소하지 아니한 채로 1개월의 경과시 다시
약관규제법이 적용되어서 설명되지 아니한 부분은 계약의 내용이 되지 않는다는 것이다.
6) 대법원 1989.3.28. 선고 88다4645 판결.
8　？？　제 1 편　상법총칙
5. 판례의 입장과 설명의무의 예외
(1) 계약설
판례는 계약설에 입각하여 있다.7) 그런데 약관의 편입합의는 완화되어 있어, 판례는
약관을 계약의 내용에 포함시키기로 하는 보험계약서가 작성된 경우에는 계약자가 그 약관
의 내용을 알지 못하는 경우 구속력을 가지는 것으로 설시한다. 요컨대 대법원 1985.
11.26. 선고 84다카2543 판결은 “보통보험약관이 계약당사자에 대하여 구속력을 갖는
것은 그 자체가 법규범 또는 법규범적 성질을 가진 계약이기 때문이 아니라 보험계약
당사자 사이에서 계약내용에 포함시키기로 합의하였기 때문이라고 볼 것인바, 일반적
으로 당사자 사이에서 보통보험약관을 계약내용에 포함시킨 보험계약서가 작성된 경우에는
계약자가 그 보험약관의 내용을 알지 못하는 경우에도 그 약관의 구속력을 배제할 수 없는
것이 원칙이나 다만 당사자 사이에서 명시적으로 약관에 관하여 달리 약정한 경우에는
위 약관의 구속력은 배제된다”고 하였다. 이와 같이 포괄적 합의로서 약관을 계약내용
에 편입시킬 수 있다는 계약설에서는, 약관설명의무의 취지를 개인소비자와 계약체결
과정은 최소한의 수준에서 투명해질 필요가 있으며 입법적으로 사업자에게 최소한의
정보제공의무를 설정하여 약관계약에서 소비자의 정보력열세를 희석화할 필요에서 설
명의무를 부과한다고 본다. 판례는 원칙적으로 약관은 당사자 사이에서 그 계약의 일
부로 포함시키고자 하는 합의가 있었기 때문에 구속력을 가진다고 하나, 중요한 내용
에 대하여는 설명을 필요로 한다고 본다.8)
따라서 판례의 입장은 중요한 내용에 관한 부분과 같이 정리할 필요가 있다. 약관규
제법 제3조는 약관의 중요한 내용에 대하여는 설명의무를 부과하고 이를 설명하지 않
았다면 그 약관을 계약의 내용으로 주장할 수 없다고 하고 있다. 따라서 (i) 약관의 중
요하지 않은 내용에 대하여는 ‘일반적으로 당사자 사이에서 보통보험약관을 계약내용
에 포함시킨 보험계약서가 작성된 경우에는 계약자가 그 보험약관의 내용을 알지 못하
는 경우에도 그 약관의 구속력을 배제할 수 없는 것이 원칙’이라는 판례의 설시대로 계
약에의 편입요건을 완화함에 의하여 계약자가 설사 알지 못한 경우라 하더라도 특별한
사정이 없는 한 계약의 내용이 된다고 본다. (ii) 그러나 중요한 내용에 대하여는 사업자
가 설명의무를 이행하여야만 계약의 내용이 된다. 이 경우에도 계약자가 그 내용을 반
드시 알아야만 하는 것은 아니다.
7) 그 판결들로는 대법원 1986.10.14. 선고 84다카122 판결; 대법원 1989.3.28. 선고 88다4645 판결; 대법원
1989.11.14. 선고 88다카29177 판결; 대법원 1990.4.27. 선고 89다카24070 판결; 대법원 1991.9.10. 선고 91다
20432 판결; 대법원 1996.10.11. 선고 96다19307 판결; 대법원 1997.9.5. 선고 95다47398 판결; 대법원 1999.4.9.
선고 98다20714 판결; 대법원 2004.11.11. 선고 2003다30807 판결; 대법원 2007.6.29. 선고 2007다9160 판결 등
이 있다.
8) 대법원 1989.11.14. 선고 88다카29177 판결.
제 1 장 서 론 ？？　9
(2) 설명의무의 면제
판례는 중요한 사항에 해당함에도 불구하고, 설명을 하지 않아도 계약의 내용이 되
는 사항으로 크게 세 가지의 예외를 인정한다. 그 세 가지의 예외의 경우는 규범설에
의한 결론과 동일하다. 다만 사업자가 고객에게 약관의 내용을 따로 설명할 필요가 없
는 특별한 사정이 있다는 점은 이를 주장하는 사업자가 증명하여야 한다.9)
1) 소비자나 그 대리인이 약관의 내용을 충분히 잘 알고 있는 경우
이 면제를 정확히 적용한 보험약관 사건은 주운전자에 관한 것이다.10) 여기서는 소
비자가 주운전자의 고지의무에 관한 보험약관상의 내용을 충분히 잘 알면서 보험료 절
감을 위하여 주운전자를 허위로 고지하였다고 보아, 사업자가 그에 관한 약관설명의무
를 다하지 아니하였다는 소비자의 항변을 배척하고 고지의무 위반을 이유로 보험계약
의 해지를 인정한 사례이다.
2) 거래상 일반적이고 공통된 것이어서 당사자가 알고 있다고 예상할 수 있는 사항
이를 근거로 설명의무를 면제한 판례는 이하에서 살펴 볼 네 개11)이다. 특기할 점은
그중 세 개의 판례는 자동차보험약관에 관한 사건으로, 그 약관을 자동차보험거래에서
일반적으로 사용하고 있다는 근거를 내세운다. 이 예외와 관련하여 유의미한 판결이
있다. 과거 거래상 일반적으로 사용되는 표준약관이라는 이유로 이 예외를 적용한 판
례들이 있었으나 “약관에 정하여진 사항이 보험계약 체결 당시 금융감독원이 정한 표
준약관에 포함되어 시행되고 있었다거나 국내 각 보험회사가 위 표준약관을 인용하여
작성한 보험약관에 포함되어 널리 보험계약이 체결되었다는 사정만으로는 그 사항이
‘거래상 일반적이고 공통된 것이어서 보험계약자가 별도의 설명 없이 충분히 예상할 수
있었던 사항’에 해당하여 보험자에게 명시·설명의무가 면제된다고 볼 수 없다”고 한
것이고, 타당한 판결로 평가한다.12)
3) 법령에 규정된 사항
법령에 규정된 사항을 구체적으로 부연하는 정도에 불과한 경우에는 설명의무가 면
제된다.
9) 대법원 2001.7.27. 선고 99다55533 판결; 대법원 2003.8.22. 선고 2003다27054 판결; 대법원 2010.7.15. 선고
2010다19990 판결 등 참조.
10) 대법원 1998.4.14. 선고 97다39308 판결.
11) 대법원 1990.4.27. 선고 89다카24070 판결; 대법원 1992.5.22. 선고 91다36642 판결; 대법원 2004.4.27. 선고
2003다7302 판결; 대법원 2003.5.30. 선고 2003다15556 판결.
12) 대법원 2013.6.28. 선고 2012다107051 판결.
－ 109 －
제 2 장
상행위법 각칙
제 1 절　대 리 상
Ⅰ. 대리상의 의의
1. 뜻
일정한 상인을 위하여 상업사용인이 아니면서 상시 그 영업의 부류에 속하는 거래
의 대리 또는 중개를 하는 자를 대리상이라 한다(제87조).
① 대리상은 상업사용인이 아닌 독립한 상인이다. 대리상은 기업의 외부에서 독립한
상인으로서 기업을 보조하는 자로서, 상명하복의 관계에 있는 상업사용인과 구별된다.
② 일정한 상인을 위하여 거래의 대리 또는 중개를 한다. 이 점에서 불특정다수인을 보
조하는 중개인 또는 위탁매매인과는 다르다. ③ ‘상시’ 거래의 대리 또는 중개를 하여야
하므로, 대리상은 본인인 상인과 계속적 거래관계에 있어야 한다. ④ 대리상은 일정한
상인의 ‘영업부류’에 속하는 거래의 체결을 그 상인의 명의와 계산으로 대리하거나 중개
하는 자이다. 즉 영업적 상행위를 말한다. 그러므로 매매업을 하는 상인을 위하여 금융
의 대리 또는 중개를 하는 자는 상인이 아니다. ⑤ 상법상의 대리상은 반드시 대리점
또는 이와 유사한 명칭을 사용하여야 하는 것은 아니다. 다른 명칭이라도 행위의 전체
적 성질에 따라 상법상의 대리상이 될 수도 있고, 또한 대리상이라는 명칭을 사용하는
경우라도 상법상의 대리상이 아닐 수도 있다. 즉 명칭은 중요하지 않고 계약의 내용을
중심으로 하여 대리상 여부를 판단하는 것이다. 판례도 어떤 자가 제조자나 공급자와 사
이에 대리점계약이라고 하는 명칭의 계약을 체결하였다고 하여 곧바로 상법 제87조의
대리상으로 되는 것은 아니고, 그 계약 내용을 실질적으로 살펴 대리상에 해당하는지 여
부를 판단하여야 한다고 보았다.1)
1) 대법원 2013.2.14. 선고 2011다28342 판결.
110　？？　제 2 편　상행위법
2. 대리상의 종류
대리상이라고 하면 대리권이 있을 것 같으나 대리권이 없는 대리상도 있다. 대리상
의 종류로 체약대리상과 중개대리상이 있고 중개대리상은 대리권이 없다. ① 체약대리
상은 위임의 범위 이내에서 대리권을 가지나, ② 중개대리상은 거래의 중개를 할 뿐이고
대리권이 없다. 그러나 중개대리상의 경우에도 민법의 규정에 의하여 표현대리에 의하
여 본인에게 책임이 인정되는 경우도 있다. 그런데 중개대리상의 경우 거래상대방은
직접 본인에 대하여 통지를 하여야 하는 불편이 있을 수 있어 그 편의를 도모하고자 물
건의 판매나 중개의 위탁을 받은 대리상은 매매의 목적물의 하자 또는 수량부족 기타
매매의 이행에 관한 통지를 받을 권한이 있다고 규정하여 통지수령권한은 인정한다(제
90조).
Ⅱ. 대리상의 의무
대리상의 주된 의무는 선관주의의무(민법 제681조)이나 상법에 규정된 대리상의 의무
를 간략히 살피면 다음과 같다.
1. 통지의무
대리상이 거래의 대리 또는 중개를 한 때에는 지체 없이 본인에게 그 통지를 발송하
여야 한다(제88조). 대리상이 이를 해태한 때에는 손해배상책임을 진다.
2. 경업금지의무와 겸직금지의무
대리상은 경업금지의무와 겸직금지의무를 부담한다. 대리상은 본인의 허락없이 자
기나 제3자의 계산으로 본인의 영업부류에 속한 거래를 하거나 동종영업을 목적으로
하는 다른 회사의 무한책임사원 또는 이사가 되지 못한다(제89조 제1항). 상업사용인과
다른 점은 동종영업을 목적으로 하는 경우에만 금지된다는 점이다. 그 위반의 효과에
대하여는 제17조를 준용하고 있으므로 개입권 등은 상업사용인과 동일하다. 따라서 겸
직금지의무를 위반한 경우에는 해지권과 손해배상청구권을 행사할 수 있고, 경업금지
의무에 위반한 경우에는 개입권과 해지권, 손해배상청구권을 행사할 수 있다(제89조 제2
항, 제17조 제2항 내지 제4항).
3. 영업비밀준수의무
대리상은 계약의 종료 후에도 계약과 관련하여 알게 된 본인의 영업상의 비밀을 준
수하여야 한다(제92조의3).
제 2 장 상행위법 각칙 ？？ 111
Ⅲ. 대리상의 권리
대리상은 다음과 같은 권리를 가지고 이러한 권리를 가지는 경우는 명칭을 불문하
고 상법상의 대리상으로 판단할 여지가 많게 된다.
1. 보수청구권
상인이 그 영업범위 내에서 타인을 위하여 행위를 한 때에는 이에 대하여 상당한 보
수를 청구할 수 있다(제61조).
2. 유치권
대리상은 거래의 대리 또는 중개로 인한 채권이 변제기에 있는 때에는 그 변제를 받
을 때까지 본인을 위하여 점유하는 물건 또는 유가증권을 유치할 수 있다(제91조 본문).
피담보채권은 변제기가 도래한 것으로서 거래의 대리 또는 중개로 인한 채권에 한정된
다. 유치목적물은 대리상이 본인을 위하여 그 점유를 취득한 것이면 충분하고 그것이
누구의 소유인지는 불문한다. 피담보채권과 목적물 사이에 개별적인 관련성을 요하지 않
으며, 유치권의 성립을 배제하는 반대약정이 없어야 한다(제91조 단서). 일반 상사유치권
과는 달리 목적물이 채무자의 소유임을 요하지 않는다. 결국 대리상의 유치권은 민법상
유치권이나 일반 상사유치권보다 훨씬 용이하게 성립된다.
3. 보상청구권
(1) 의 의
대리상의 활동으로 본인이 새로운 고객을 획득하거나 영업상의 거래가 현저하게 증
가하고 이로 인하여 계약의 종료 후에도 본인이 이익을 얻고 있는 경우에는 대리상은
본인에 대하여 상당한 보상을 청구할 수 있다(제92조의2 제1항 본문). 다만 그 계약의 종료
가 대리상의 귀책사유로 인한 경우에는 보상을 청구하지 못한다(동조 단서). 이를 대리상
의 보상청구권이라 한다. 대리상이 계약 존속 중에 획득하거나 현저히 증가시킨 고객
관계로 인하여 계약 종료 후에도 본인은 이익을 얻게 되나 대리상은 더 이상 아무런 이
익을 얻지 못하게 되는 상황을 염두에 두고, 형평의 원칙상 대리상의 보호를 위하여 보
상청구권을 인정하고 있다.2)
2) 대법원 2013.2.14. 선고 2011다28342 판결.
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(2) 요 건
① 대리상계약이 종료되어야 한다. 그러나 그 종료가 대리상의 책임있는 사유로 인
한 것이면 보상청구권은 발생하지 않는다(제92조의2 제1항 단서). ② 대리상의 활동으로 본
인이 새로운 고객을 획득하거나 영업거래가 증가했어야 한다. ③ 증가된 영업거래로 인
한 이익이 대리상계약 종료 후에도 현존해야 한다. 여기서의 이익은 본인이 실제로 영업
이익을 얻었는지는 불문하고, 널리 대리상이 개척한 고객과의 거래가 유지됨으로써 얻
을 가능성이 있는 경제적 이익을 말한다.
(3) 내 용
요건이 충족되어 대리상이 보상청구권을 취득하는 경우 보상금액은 원칙적으로 계
약종료전 5년간의 평균 연보수액을 초과할 수 없으나, 계약의 존속기간이 5년 미만인
경우에는 그 기간의 평균 연보수액을 기준으로 한다(제92조의2 제2항). 대리상의 보상청
구권은 대리상계약이 종료한 날부터 6월을 경과하면 소멸한다(제92조의2 제3항). 이는 당
사자간의 법률관계를 조속히 종결시키기 위한 취지로서 6월은 제척기간이다.
(4) 유추적용
판례는 상법상의 대리상이 아닌 경우라도 대리상과 유사한 업무를 수행하였다면 이 규
정을 유추적용한다. 유추적용에 관한 판례의 기준은 다음과 같다. ① 특정한 판매구역에
서 제품에 관한 독점판매권을 가지면서 제품판매를 촉진할 의무와 더불어 제조자나 공
급자의 판매활동에 관한 지침이나 지시에 따를 의무 등을 부담하는 경우처럼 계약을
통하여 사실상 제조자나 공급자의 판매조직에 편입됨으로써 대리상과 동일하거나 유사
한 업무를 수행하였고, ② 자신이 획득하거나 거래를 현저히 증가시킨 고객에 관한 정보
를 제조자나 공급자가 알 수 있도록 하는 등 고객관계를 이전하여 제조자나 공급자가
계약 종료 후에도 곧바로 그러한 고객관계를 이용할 수 있게 할 계약상 의무를 부담하였
으며, ③ 계약체결 경위, 영업을 위하여 투입한 자본과 그 회수 규모 및 영업 현황 등
제반 사정에 비추어 대리상과 마찬가지의 보호필요성이 인정된다는 요건을 모두 충족하
는 때에는, 상법상 대리상이 아니더라도 대리상의 보상청구권에 관한 상법 제92조의2
를 유추적용하였다.3)
3) 대법원 2013.2.14. 선고 2011다28342 판결.
제 2 장 상행위법 각칙 ？？ 113
Ⅳ. 대리상계약의 종료
민법상 위임계약의 종료에 의하나(민법 제690조), 상법 제50조에 의하여 본인이 사망
한 경우는 주의하여야 한다. 제92조에서는 해지를 2월 전에 예고하도록 하여 상대방의
피해를 줄이고자 하였다. 단 부득이한 사정으로 미리 예고를 할 수 없다면 예고 없이도
해지할 수 있다(제92조 제2항에 의하여 제83조 제2항 준용).
제 2 절　중 개 업
Ⅰ. 의 의
타인 간의 상행위의 중개를 영업으로 하는 자를 중개인이라 한다(제93조). 중개인은 시
장의 상황을 조사하여 당사자에게 제공함으로써 당사자간의 계약체결을 용이하고 신속
하게 이루어지도록 보조하는 데 기여한다. 상법은 제93조에서 타인 간의 상행위의 중
개를 영업으로 하는 자를 중개인이라고 정의하고 있다. 따라서 상법상의 중개인은 다
음과 같은 특징을 가지고 있다.
① 상법상의 중개인은 타인 간의 상행위를 중개하는 자이므로 일정한 자가 아닌 불
특정 다수인이 중개인에게 중개를 위탁하는 것이다. 상법상의 중개인은 일정한 자와 계
속적 거래관계를 유지하면서 그를 위하여 중개를 하는 것이 아니고 불특정 다수의 위
탁자를 위하여 수시로 개별적인 중개의 위탁을 받아서 중개를 하는 것을 특징으로 하
고 있다. 이 점에서 중개인은 같은 중개라는 행위를 영업으로 하지만 일정한 상인과 계
속적 법률관계를 가지고 그를 위하여 중개를 하는 중개대리상과는 구별된다. 중개인의
활동은 상행위의 중개라고 하는 일정한 객관적 요소를 개념요건으로 하고 있지만 중개
대리상의 경우에는 일정한 상인을 위하여 중개를 하는 자이므로 일정한 상인과의 인적 관
계를 중시하는 점에서 기본적으로 차이가 있다. ② 중개인은 상행위의 중개를 하는 자이
다. 중개인에 의하여 중개되는 거래는 적어도 일방적 상행위이어야 하므로 계약 당사
자인 타인 중의 어느 한 사람은 적어도 상인이어야 한다. 따라서 당사자 어느 일방에
대해서도 상행위가 되지 않는 거래를 중개하는 것을 영업으로 하는 자, 이른바 민사중
개인(예를 들면 혼인중개업소)은 상법상의 중개인은 아니다. ③ 중개인은 중개를 영업으로 하는
자이다. 이 경우 중개라 함은 당사자간의 계약성립을 위하여 계약체결의 기회를 제공
하고 계약체결을 위한 협상을 촉진하는 일체의 행위를 말한다.
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Ⅱ. 중개인의 의무
1. 선관의무
중개인은 이해대립적인 당사자간의 계약성립을 위하여 중립적인 지위에서 중개를
하는 자이므로 당사자 쌍방의 이익을 고려하여 중개를 할 의무, 즉 선관의무를 부담한
다. 중개인은 법률의 규정에 의하여 위탁자뿐만 아니라 그의 계약상대방에 대해서도
계약적인 부수적 의무를 인정할 수 있는 일정한 신뢰관계가 형성되는 것이다. 그 밖에
중개인은 당사자 쌍방에 대하여 결약서교부의무, 견품보관의무 등 특수한 의무를 부담
한다.
2. 견품보관의무
중개인이 그 중개한 행위에 관하여 견품을 받은 때에는 그 행위가 완료될 때까지 이
를 보관하여야 한다(제95조). “행위가 완료된 때”란 중개행위가 완료된 때가 아니라, 분쟁
이 발생하지 않을 것이 확실하게 된 때를 의미한다(통설).
3. 결약서교부의무
당사자간에 계약이 성립된 때에는 중개인은 지체없이 각 당사자의 성명 또는 상호,
계약년월일과 그 요령을 기재한 서면(결약서)을 작성하여 기명날인 또는 서명한 후 각
당사자에게 교부하여야 한다(제96조 제1항). 결약서는 계약서가 아니고 증거증권의 일종
이다. 당사자가 즉시 이행을 하여야 하는 경우를 제외하고 중개인은 각 당사자로 하여
금 결약서에 기명날인 또는 서명하게 한 후 그 상대방에게 교부하여야 한다(제96조 제2
항). 위 경우에 당사자의 일방이 서면의 수령을 거부하거나 기명날인 또는 서명하지 아
니한 때에는 중개인은 지체없이 상대방에게 그 통지를 발송하여야 한다(제96조 제3항).
4. 장부작성의무
중개인은 결약서에 기재하는 사항을 장부에 기재하여야 한다(제97조 제1항). 이는 거
래의 증거를 보존하기 위한 것이어서 제29조의 상업장부와는 구별된다. 상업장부는 자
신의 영업에 관한 회계를 기록하는 것이지만, 여기서의 장부는 타인 간의 상거래에 관
한 기록이기 때문이다. 그리고 당사자는 언제든지 자기를 위하여 중개한 행위에 관한
장부의 등본의 교부를 청구할 수 있다(제97조 제2항).
제 2 장 상행위법 각칙 ？？ 115
5. 묵비의무
당사자가 그 성명 또는 상호를 상대방에게 표시하지 아니할 것을 중개인에게 요구
한 때에는 중개인은 그 상대방에게 교부할 결약서와 장부의 등본에 이를 기재하지 못
한다(제98조).
6. 개입의무
중개인이 임의로 또는 제98조의 규정에 의하여 당사자의 일방의 성명 또는 상호를
상대방에게 표시하지 아니한 때에는 상대방은 중개인에 대하여 이행을 청구할 수 있다
(제99조). 중개인은 원칙적으로 거래의 당사자가 아니므로 거래상 책임을 부담하지 않는
다. 그러나 제98조에 의하여 거래당사자의 성명 또는 상호가 드러나지 않게 되는 경우
다른 당사자로서는 중개인 이외에는 책임을 물을 수 있는 당사자가 없게 된다. 이 경우
중개인의 개입의무를 규정하고 있는 것이다.
Ⅲ. 중개인의 권리
1. 보수청구권
중개인은 상인으로서 특약이 없는 경우에도 중개에 의한 보수를 청구할 수 있다. 중
개인의 보수를 중개료라고도 한다. 위탁자는 중개인의 중개로 인하여 계약이 성립한
경우에는 중개인에게 보수를 지급하여야 할 주된 의무가 있다. 이 경우 계약이 중개인
의 중개행위의 결과로서 성립되어야 한다. 상법은 제100조 제2항에서 중개인의 보수는
당사자 쌍방이 균분해서 부담한다고 규정하고 있는데, 동 규정의 해석과 관련하여 견
해의 대립이 있으나, 통설에 의하면 상법 제100조 제2항은 계약 당사자간의 내부적인
분담비율만을 정한 규정이 아니고 중개를 위탁하지 아니한 상대방에 대해서도 중개인
의 직접적인 중개료지급청구권을 인정하는 규정으로 해석되고 있다.
중개행위의 결과 계약이 유효하게 성립하여야 하고, 계약이 성립한 이상 보수청구
권은 영향을 미치지 않는다. 그리고 결약서의 교부가 있어야만 한다(제100조 제1항).
2. 급부수령권의 부존재
중개인은 그 중개한 행위에 관하여 당사자를 위하여 지급 기타의 이행을 받지 못한
다. 그러나 다른 약정이나 관습이 있으면 그러하지 아니하다(제94조). 중개인은 대리권
이 없으므로 당연한 규정이다. 단지 제99조에 의하여 개입의무를 부담한 경우라면 급
부수령권을 인정하여야 한다(통설).

대
목
차
4　？？　대 목 차
제 1 편 상법총칙
제 1 장 서 론 ············································································································· 3
제 1 절 상법의 의의 ·········································································································· 3
제 2 절 상법의 법원 ·········································································································· 4
제 2 장 상 인 ··········································································································· 11
제 1 절 상인의 의의 ········································································································ 11
제 2 절 상인자격의 취득과 상실 ··················································································· 15
제 3 장 상업사용인(기업의 경영보조자) ································································· 18
제 1 절 상업사용인 ········································································································ 18
제 2 절 지 배 인 ············································································································· 19
제 3 절 부분적 포괄대리권을 가진 상업사용인 ·························································· 27
제 4 절 물건판매점포의 사용인(의제상업사용인) ························································ 30
제 5 절 상업사용인의 의무 ···························································································· 31
제 4 장 상호(기업의 명칭) ·························································································· 34
제 1 절 총　　설 ············································································································· 34
제 2 절 상 호 권 ············································································································· 36
제 3 절 상호권의 이전과 폐지 ······················································································ 41
제 4 절 명의대여자의 책임 ···························································································· 42
제 5 장 상업등기 ············································································································ 47
제 1 절 상업등기의 의의 ································································································ 47
제 2 절 효　　력 ············································································································· 48
제 6 장 영업양도 ············································································································ 53
제 1 절 영업의 의의 ········································································································ 53
제 2 절 영업양도의 의의와 법적 성질 ········································································· 54
제 3 절 영업양도의 절차 ································································································ 56
제 4 절 영업양도의 효과 ································································································ 57
대 목 차 ？？　5
제 2 편 상행위법
제 1 장 통 칙 ··········································································································· 67
제 1 절 상행위의 의의와 종류 ······················································································ 67
제 2 절 민법 총칙편에 대한 특칙 ················································································· 70
제 3 절 물권편에 대한 특칙 ·························································································· 76
제 4 절 채권편에 대한 특칙 ·························································································· 81
제 5 절 매매에 관한 특칙(상사매매) ············································································ 89
제 6 절 상호계산 ············································································································· 97
제 7 절 익명조합 ··········································································································· 101
제 8 절 합자조합 ··········································································································· 105
제 2 장 상행위법 각칙 ······························································································· 109
제 1 절 대 리 상 ··········································································································· 109
제 2 절 중 개 업 ··········································································································· 113
제 3 절 위탁매매업 ······································································································· 116
제 4 절 운송주선업 ······································································································· 122
제 5 절 운 송 업 ··········································································································· 129
제 6 절 공중접객업 ····································································································· 151
제 7 절 창 고 업 ··········································································································· 155
제 3 장 새로운 상행위 ······························································································· 161
제 1 절 금융리스업 ······································································································· 161
제 2 절 가 맹 업 ··········································································································· 167
제 3 절 채권매입업 ······································································································· 170
제 3 편 회 사 법
제 1 장 통 칙 ········································································································· 177
제 1 절 회사의 의의 ····································································································· 177
제 2 절 회사의 권리능력 ······························································································ 185
제 3 절 회사의 설립 ····································································································· 188
제 4 절 조직변경 ··········································································································· 196
제 5 절 회사의 해산, 계속 ·························································································· 198
대
목
차
6　？？　대 목 차
제 2 장 주식회사 ········································································································· 204
제 1 절 주식회사의 의의 ······························································································ 204
제 2 절 주식회사의 설립 ······························································································ 208
제 3 절 주식과 주식양도 ······························································································ 231
제 4 절 주식회사의 기관 ······························································································ 292
제 5 절 자본금의 증감 ·································································································· 423
제 6 절 회사의 회계 ····································································································· 449
제 7 절 사　　채 ··········································································································· 466
제 8 절 회사의 구조조정 ······························································································ 488
제 4 편 어음 · 수표법
제 1 장 어음ㆍ수표의 기초이론 ·············································································· 529
제 2 장 어음ㆍ수표 총론 ··························································································· 533
제 1 절 어음·수표행위 ································································································ 533
제 2 절 어음행위의 대리 ······························································································ 541
제 3 절 어음의 위조와 변조 ························································································ 548
제 4 절 백지어음 ··········································································································· 554
제 5 절 어음의 실질관계 ······························································································ 561
제 3 장 어음ㆍ수표 각론 ··························································································· 569
제 1 절 어음상 권리와 책임 ························································································ 569
제 2 절 어음상 권리의 발생 ························································································ 572
제 3 절 어음상 권리의 이전 ························································································ 596
제 4 절 어음상 권리의 행사 ························································································ 621
제 5 절 어음상 권리의 소멸 ························································································ 647
제 6 절 기타의 제도 ····································································································· 664
대 목 차 ？？　7
제 5 편 보 험 법
제 1 장 보험계약과 보험법 ······················································································ 679
제 1 절 보험의 정의 ····································································································· 679
제 2 절 보험계약의 의의 ······························································································ 682
제 3 절 보 험 법 ··········································································································· 684
제 4 절 보험계약법의 법원 ·························································································· 687
제 2 장 보험계약의 성립 ··························································································· 693
제 1 절 보험계약의 요소 ······························································································ 693
제 2 절 보험계약의 체결 ······························································································ 700
제 3 절 고지의무 ··········································································································· 704
제 4 절 보험자의 의무 ·································································································· 717
제 5 절 보험계약자·피보험자·보험수익자의 의무 ················································· 722
제 6 절 보험계약의 무효·변경·소멸·부활 ···························································· 733
제 7 절 타인을 위한 보험계약 ···················································································· 738
제 3 장 손해보험 총론 ······························································································· 744
제 1 절 손해보험계약 ···································································································· 744
제 2 절 피보험이익 ······································································································· 745
제 3 절 보험가액과 보험금액 ······················································································ 747
제 4 절 손해보험계약의 효과 ······················································································ 756
제 5 절 보험자대위 ······································································································· 761
제 6 절 보험목적의 양도 ······························································································ 771
제 4 장 손해보험 각론 ······························································································· 775
제 1 절 화재보험 ··········································································································· 775
제 2 절 책임보험 ··········································································································· 777
제 3 절 보증보험 ··········································································································· 798
제 5 장 인 보 험 ····································································································· 803
제 1 절 통　　칙 ··········································································································· 803
제 2 절 생명보험 ··········································································································· 806
제 3 절 상해보험 ··········································································································· 820
제 4 절 질병보험 ··········································································································· 830
세
부
목
차
8　？？　세부 목차
제1편 상법총칙
제 1 장 서 론 (3~10)
제 1 절　상법의 의의 ········································································································· 3
Ⅰ. 형식적 의의의 상법 ·································································································· 3
Ⅱ. 실질적 의의의 상법 ·································································································· 3
1. 상 개념의 기원 3 2. 상법의 대상론 3
제 2 절　상법의 법원 ········································································································· 4
Ⅰ. 의 의 ······················································································································ 4
Ⅱ. 상관습법 ··················································································································· 4
Ⅲ. 보통거래약관의 법원성 ····························································································· 4
1. 의 의 4 2. 보통거래약관에 대한 규제 5
3. 보통거래약관의 명시설명의무 5 4. 보통거래약관의 구속력 7
5. 판례의 입장과 설명의무의 예외 8 6. 약관의 해석 10
제 2 장 상 인 (11~17)
제 1 절　상인의 의의 ······································································································· 11
Ⅰ. 뜻 ··························································································································· 11
Ⅱ. 상인의 개념 ·········································································································· 11
1. 입법주의 11 2. 상인의 종류 11
3. 영업성, 기업성 11
Ⅲ. 당연상인 ················································································································· 12
1. 의 의 12 2. 자기명의 12
3. 기본적 상행위 13
Ⅳ. 의제상인(擬制商人) ································································································· 14
1. 의 의 14 2. 의제상인의 종류 14
Ⅴ. 소 상 인 ··············································································································· 15
제 2 절　상인자격의 취득과 상실 ·················································································· 15
Ⅰ. 상인자격의 의의 ····································································································· 15
세부 목차 ？？　9
Ⅱ. 상인 자격의 취득 ··································································································· 15
1. 법 인 15 2. 자연인 16
Ⅲ. 자연인의 상인자격의 취득시점 ·············································································· 16
1. 학 설 16 2. 판 례 17
제 3 장 상업사용인(기업의 경영보조자) (18~33)
제 1 절　상업사용인 ······································································································· 18
Ⅰ. 입법의 취지 ············································································································ 18
Ⅱ. 상업사용인의 의의 ································································································· 18
1. 상업사용인의 요소 19 2. 종 류 19
제 2 절　지 배 인 ············································································································ 19
Ⅰ. 지배인의 의의 ········································································································ 19
Ⅱ. 선임과 종임 ············································································································ 20
1. 선임과 종임 20 2. 등 기 20
Ⅲ. 지배인의 권한 ········································································································ 20
1. 포괄성, 정형성 20 2. 영업에 관한 행위 21
3. 불가제한성 21 4. 지배권의 남용 22
Ⅳ. 공동지배인 ············································································································· 23
1. 지배권의 제한 23 2. 개별적 위임 23
Ⅴ. 표현지배인 ············································································································· 24
1. 의 의 24 2. 요 건 24
3. 효 과 26
제 3 절　부분적 포괄대리권을 가진 상업사용인 ··························································· 27
Ⅰ. 의 의 ···················································································································· 27
1. 뜻 27 2. 포괄 · 정형성, 불가제한성 27
3. 선 임 27
Ⅱ. 대리권의 범위 ······································································································ 28
1. 특정한 사항 28 2. 대리권 범위 밖의 경우 28
3. 표현지배인 규정의 유추적용 여부 29
Ⅲ. 대리권의 남용 ········································································································ 29
제 4 절　물건판매점포의 사용인(의제상업사용인) ························································· 30
Ⅰ. 의 의 ···················································································································· 30
세
부
목
차
10　？？　세부 목차
Ⅱ. 요 건 ···················································································································· 30
1. 외관의 존재 30 2. 귀책사유 30
3. 제3자의 선의 31
제 5 절　상업사용인의 의무 ···························································································· 31
Ⅰ. 부작위의무의 부과 ································································································· 31
Ⅱ. 경업금지의무 ·········································································································· 31
1. 의 의 31 2. 개입권 31
Ⅲ. 겸직금지의무 ········································································································ 33
1. 의 의 33 2. 위반효과 33
제 4 장 상호(기업의 명칭) (34~46)
제 1 절　총　　설 ············································································································ 34
Ⅰ. 상호권의 입법 ··································································································· 34
Ⅱ. 상호의 의의 ······································································································ 34
Ⅲ. 상호의 선정 ······································································································ 35
Ⅳ. 상호의 등기 ······································································································ 35
1. 공 시 35 2. 가등기 36
제 2 절　상 호 권 ············································································································ 36
Ⅰ. 상호권의 의의 ··································································································· 36
1. 의 의 36 2. 법적 성질 36
Ⅱ. 상호전용권 ········································································································ 37
1. 상호전용권의 의의 37 2. 상호등기 전의 상호전용권 37
3. 상호등기 후의 상호전용권 38
Ⅲ. 등기상호권자의 등기배척권 ··············································································· 39
1. 상법 제22조의 효력 39 2. 상법 제22조의 요건 40
제 3 절　상호권의 이전과 폐지 ······················································································ 41
Ⅰ. 상호의 양도 ······································································································ 41
1. 원 칙 41 2. 양도방법 41
3. 상호권의 양도효과 41
Ⅱ. 상호의 폐지 ······································································································ 42
제 4 절　명의대여자의 책임 ···························································································· 42
Ⅰ. 의 의 ·············································································································· 42
판 례 색 인 ？？　831
【대법원 판결 】
1956. 4.12. 4289민상81 ······························· 82
1957.11.18. 4290민상616 ··························· 101
1960. 4.21. 4290민상816 ····························· 48
1960. 5.19. 4292민상784 ·················· 566, 659
1960. 7.21. 60다113 ··································· 558
1961. 7.27. 4294민상735 ··························· 613
1961. 7.31. 4293민상841 ········ 655, 658, 659
1962. 1.11. 4294민상490 ··························· 325
1962. 1.31. 4294민상110,111 ···················· 650
1962. 1.31. 4294민상200 ··························· 535
1962. 1.31. 61다110,111 ··························· 557
1962. 3.29. 4294민상962 ····························· 12
1962. 7.19. 62다181 ··································· 532
1962.11. 1. 62다604 ··································· 534
1962.12.20. 62다680 ························· 557, 652
1962.12.20. 62다688 ··································· 598
1962.12.27. 62다660 ··································· 102
1963. 4.18. 63다126 ··································· 138
1963. 5.15. 63다155 ··································· 654
1963. 5.17. 4294민상1114 ························· 328
1964. 4.28. 63다811 ····································· 37
1964. 5.26. 63다670 ··································· 329
1964. 5.26. 63다967 ··································· 612
1964. 7.14. 64다63 ····································· 657
1964.10.20. 64다408 ····································· 71
1964.10.31. 63다1168 ································· 535
1964.12.15. 64다1030 ································· 653
1964.12.29. 64다1025 ································· 625
1965. 5.18. 65다478 ··································· 598
1965.10.19. 65다1726 ································· 549
1965.12. 7. 65다2069 ································· 269
1966. 9.20. 66다1187 ································· 184
1966.11.29. 66다1741 ··································· 87
1967. 1.31. 66다2221 ································· 270
1967.10.23. 67다1919 ······················· 138, 140
1968. 6.25. 68다243 ··································· 600
1968. 7.24. 68다955 ····································· 13
1969. 1.28. 68다305 ··································· 453
1969. 3.25. 68다1560 ··································· 58
1969. 3.31. 68다2270 ··························· 44, 45
1969. 7. 8. 69다688 ··································· 310
1969. 7.22. 69다742 ··································· 534
1970. 3.10. 69다1370 ·············· 652, 655, 657
1970. 3.10. 69다2184 ······················· 560, 624
1970. 6.30. 70후7 ······································· 370
1970. 7.24. 70다965 ························· 580, 624
1970. 8.31. 70다1357 ······················· 209, 211
1970. 8.31. 70다1360 ·············· 536, 537, 584
1970.10.23. 70다1985 ································· 159
1970.10.23. 70다2042 ································· 629
1970.11.24. 70다2205 ································· 584
1971. 4.20. 71다418 ··································· 576
1971. 5.24. 71다570 ··································· 605
1971. 7.20. 71다1070 ······················· 622, 648
1971. 7.29. 71다924 ························· 625, 626
1971. 8.31. 68다1176 ································· 612
1972. 2.22. 71다2500 ································· 133
1973. 2.28. 72다1907 ································· 369
1973. 6.29. 72다2611 ································· 329
1973. 7.10. 72다2551 ································· 601
1973.10.31. 73다954 ························· 381, 385
1973.12.26. 73다1436 ······················· 536, 542
1974. 7.23. 74다131 ··································· 655
1974. 9.24. 74다902 ··································· 605
1974.11.12. 74다997 ························· 150, 154
1974.11.26. 74다310 ··································· 187
1974.12.10. 73다1591 ································· 739
1975. 5.27. 74다1366 ······· 51, 331, 368, 371
판 례 색 인
832　？？　판 례 색 인
1975. 9.23. 74다804 ··································· 183
1975.12.23. 75다1479 ································· 187
1976. 1.13. 70다2462(전)판결 ···················· 660
1976. 1.27. 75다1606 ··································· 87
1976. 3. 9. 75다984 ··································· 555
1976. 4.13. 74다1755 ································· 184
1976. 6. 8. 76다766 ····································· 82
1976. 6.22. 76다28 ································ 16, 70
1976. 7.13. 76다860 ····································· 30
1976. 9.14. 74다1215 ································· 138
1976. 9.28. 76다955 ····································· 44
1976.11.23. 76다1391 ································· 563
1976.12.14. 76다2212 ··································· 87
1977. 1.25. 77다2092 ································· 104
1977. 2. 8. 75다1732 ································· 152
1977. 3. 8. 76다1292 ································· 264
1977. 4.12. 76다497 ····································· 73
1977. 9.13. 74다964 ··································· 183
1977.11.22. 77다1889 ··································· 82
1977.12.13. 75다107 ··································· 140
1977.12.13. 77다1753 ······················· 541, 552
1978. 2.28. 77다2489 ································· 535
1978. 3.14. 77다2020 ································· 560
1978. 6.13. 78다568 ················ 657, 660, 661
1978. 6.27. 78다389 ··································· 363
1978. 9.26. 78다1376 ································· 158
1978.11.14. 78다1269 ································· 329
1978.12.13. 78다1567 ··································· 25
1978.12.26. 78누167 ····································· 48
1979. 2.13. 77다2436 ················ 49, 369, 371
1979. 2.14. 78다2245 ··································· 46
1979. 3.13. 78다2330 ··································· 63
1979. 3.27. 78다2477 ······················· 535, 542
1979. 3.27. 79다19 ····································· 326
1979. 7.10. 79다644 ····································· 46
1979. 8.14. 79다1189 ································· 624
1979.10.30. 79다1234 ······················· 697, 706
1979.10.30. 79다479 ··································· 644
1979.11.27. 79다628 ··································· 149
1980. 2.12. 78다1164 ································· 591
1980. 2.12. 79다509 ························· 433, 438
1980. 3.11. 79다1999 ································· 561
1980. 5.13. 80다537 ··································· 656
1980. 8.26. 80다1263 ································· 459
1980. 9.19. 80마396 ··································· 261
1980.11.11. 80다135 ··································· 118
1980.11.11. 80다1812 ································· 140
1980.11.25. 80다1109 ······················· 824, 826
1980.12. 9. 80다128 ··································· 329
1981. 1.27. 79다1618,1619 ························· 51
1981. 3.10. 81다220 ························· 660, 675
1981. 6. 9. 80도2641 ································· 185
1981. 6.23. 81다167 ··································· 660
1981. 7.28. 80다1295 ································· 578
1981. 9. 8. 81다141 ··································· 270
1981.10. 6. 80다2699 ································· 720
1981.12. 8. 80다863 ··································· 581
1982. 2.23. 81도2619 ······················· 117, 119
1982. 4.13. 81다카353 ······························· 613
1982. 4.27. 81다358 ··································· 330
1982. 7.13. 80다2441 ································· 354
1982. 7.13. 82다카278 ······················ 150, 154
1982. 9.14. 80다1325 ································· 145
1982. 9.14. 80다2425 ································· 324
1982. 9.14. 81다447 ····································· 46
1982. 9.28. 82다카21 ························ 252, 270
1982.12.28. 82다카887 ································· 44
1983. 1.22. 83다카1153 ······························· 46
1983. 3. 8. 83다40 ····································· 660
1983. 3.22. 82다카1533(전)판결 ················ 125
1983. 3.22. 82다카1852 ······························· 45
1983. 4.26. 82누92 ····································· 130
1983. 5.10. 81다650 ··································· 102
1983. 8.23. 82다카439 ······························· 272
1983. 9.27. 83다429 ························· 653, 657
1983.10.25. 83다107 ····································· 25
1983.11. 8. 83다카1476 ······························· 88
1983.12.13. 82도735 ··································· 207
1983.12.13. 83다카1489(전)판결 ················ 548
1983.12.13. 83도2330(전)판결 ···················· 185
판 례 색 인 ？？　833
1984. 4.10. 83다카1411 ····························· 625
1984. 4.10. 83다카316 ······························· 536
1984. 7.10. 84다카424,84다카425 ·· 550, 583, 633
1984.12.11. 84다카1591 ····························· 384
1985. 1.29. 84다카1823 ····························· 205
1985. 1.29. 84다카1823,1824 ···················· 229
1985. 5.28. 84다카2425 ····························· 636
1985. 5.28. 84다카2451 ····························· 672
1985. 5.28. 84다카966 ················· 74, 84, 125
1985. 5.28. 85다카192 ······························· 620
1985. 6.11. 84다카963 ······················ 369, 372
1985. 6.25. 84다카1954 ··· 73, 377, 390, 392
1985. 8.13. 84다카979 ································· 46
1985. 8.13. 85다카123 ······························· 556
1985.11.12. 84다카2490 ····························· 394
1985.11.12. 85다카131 ······························· 553
1985.11.26. 84다카2543 ································· 8
1985.12.10. 84다카319 ······························· 329
1986. 2.11. 85누592 ··································· 490
1986. 3.11. 85다카1600 ····························· 666
1986. 6.10. 85다카2636 ······························· 71
1986. 6.24. 86도1000 ································· 119
1986. 8.19. 84다카503,504 ························ 162
1986. 9. 9. 84다카2310 ···················· 547, 664
1986.10.14. 84다카122 ··································· 8
1986.11.25. 85다카2578 ····························· 713
1987. 3.24. 85다카2219 ······························· 43
1987. 3.24. 86다카2073 ······························· 22
1987. 3.24. 86다카37 ························ 549, 554
1987. 4.28. 86다카2630 ····························· 599
1987. 4.28. 86다카553 ······························· 325
1987. 5.12. 85다카2232 ····························· 123
1987. 5.26. 86다카1559 ····························· 674
1987. 5.26. 86다카982,86다카983 ············· 253
1987. 6. 9. 86다카2079 ····························· 620
1987. 6. 9. 86다카216 ································ 707
1987. 6. 9. 87다34 ····································· 125
1987. 6.23. 86다카2107 ···················· 124, 138
1987. 6.23. 86다카2995 ····························· 728
1987. 7. 7. 86다카1004 ································ 22
1987. 7.21. 86다카2446 ······························· 95
1987. 8.18. 86다카2502 ····························· 620
1987. 8.24. 86다2154 ································· 552
1987. 8.25. 87다카152 ······························· 613
1987. 9. 8. 86다카2971 ····························· 327
1987. 9. 8. 87도565 ··································· 680
1987.10.13. 85다카1080 ·········· 122, 126, 127
1987.10.13. 86다카1522 ····························· 365
1987.11.10. 86다카371 ································· 22
1987.12. 8. 86다카1230 ····························· 187
1987.12.22. 86다카2769 ····························· 646
1988. 1.19. 86다카1384 ····························· 187
1988. 1.19. 86다카1954 ····························· 615
1988. 1.19. 87다카1295 ······························· 41
1988. 2. 9. 87다카1304 ························ 42, 43
1988. 4.12. 87다카1662 ····························· 318
1988. 4.27. 87다카1012 ····························· 769
1988. 6.14. 87다카2268 ····························· 336
1988. 6.14. 87다카2276 ····························· 780
1988. 6.14. 87다카2599,2600 ·········· 263, 266
1988. 8. 9. 86다카1858 ··· 622, 624, 646, 648, 668
1988.10.25. 86다카1228 ····························· 372
1988.10.25. 86다카2026 ····························· 619
1988.11.22. 87카1671 ································· 179
1989. 1.31. 87누760 ··································· 391
1989. 1.31. 87도2172 ································· 680
1989. 2.14. 87다카2973 ····························· 713
1989. 2.14. 87다카3200 ····························· 300
1989. 2.28. 87다카1356,87다카1357 ········· 632
1989. 3.14. 88누889 ··································· 425
1989. 3.28. 87다카2152,2153 ···················· 550
1989. 3.28. 88다4645 ··············· 7, 8, 10, 698
1989. 3.28. 88다카12100 ······················ 59, 61
1989. 4.25. 87다카1669 ····························· 767
1989. 5.23. 88다카16690 ··························· 325
1989. 5.23. 89다카3677 ····························· 366
1989. 5.23. 89도570 ··································· 185
1989. 6.27. 88다카16812 ····························· 70
1989. 7.11. 89다카5345 ····························· 258
1989. 7.25. 87다카2316 ···················· 438, 440
834　？？　판 례 색 인
1989. 8. 8. 88다카23742 ····························· 29
1989. 9.12. 88다카26390 ····························· 46
1989. 9.12. 89다카890 ······························· 207
1989. 9.26. 88도2111 ································· 680
1989.10.10. 88다카8354 ······························· 44
1989.10.10. 89감도117 ······························· 680
1989.10.13. 89도1012 ································· 374
1989.10.24. 88다카20774 ·················· 599, 667
1989.10.24. 89다카14714 ··························· 268
1989.11.14. 88다카29177 ······················ 8, 751
1989.11.28. 88다카33367 ·· 697, 698, 725, 810
1989.12.12. 89다카586 ······························· 692
1989.12.26. 88다카10128 ·············· 54, 60, 61
1990. 2. 9. 89다카14165 ··························· 554
1990. 2. 9. 89다카21965 ·················· 766, 767
1990. 3.13. 89다카24360 ·················· 365, 543
1990. 4.13. 89다카1084 ····························· 615
1990. 4.25. 89다카20740 ··························· 644
1990. 4.27. 89다카24070 ·························· 8, 9
1990. 5.11. 89다카15199 ·················· 361, 415
1990. 5.11. 89다카17065 ··························· 161
1990. 5.22. 88다카27676 ··························· 598
1990. 5.25. 89다카17591 ··························· 817
1990. 6.26. 89도2537 ································· 681
1990. 9.28. 90누4235 ··································· 48
1990.10.26. 90다카9435 ····························· 639
1990.11.13. 90다카23394 ··························· 620
1990.11.27. 90다카21541 ··························· 650
1990.12.21. 90다카28498,28504 ················· 94
1990.12.26. 90누2536 ································· 209
1991. 1.11. 90다8937 ································· 138
1991. 2.26. 90다17620 ······························· 663
1991. 3.27. 90다7173 ··································· 87
1991. 5.28. 90다20084 ······························· 353
1991. 6.11. 91다3994 ······················· 547, 550
1991. 6.25. 90다12373 ······························· 826
1991. 8. 9. 91다1158 ································· 772
1991. 8. 9. 91다15225 ································· 56
1991. 8.23. 91다15409 ······························· 139
1991. 9.10. 91다20432 ··································· 8
1991.10. 8. 91다22018 ································· 56
1991.11. 8. 91다20623 ······························· 149
1991.11.12. 91다18309 ································· 45
1991.11.12. 91다19111 ································· 23
1991.11.22. 91다22131 ······························ 330
1991.11.22. 91다30705 ································· 87
1991.11.26. 91다18682 ······························ 721
1991.12.10. 90다10315 ······························ 723
1991.12.10. 91다14123 ······························ 135
1991.12.13. 90다카1158 ····························· 330
1991.12.24. 90다카23899(전)판결 ················ 10
1991.12.24. 90다카28405 ·················· 532, 629
1991.12.27. 91다1165 ································· 716
1991.12.27. 91다4409,4416 ························· 50
1992. 2.14. 91다4249 ································· 135
1992. 2.25. 91다30088 ······························· 827
1992. 2.28. 91다8715 ································· 330
1992. 3.31. 91다40443 ····················· 654, 655
1992. 4.14. 90다카22698 ··························· 353
1992. 5.12. 92다4345 ································· 802
1992. 5.22. 91다36642 ··································· 9
1992. 5.22. 91다41880 ······························· 828
1992. 6.23. 91다19500 ······························· 183
1992. 6.23. 91다29781 ································· 44
1992. 7.10. 92다13301,13318 ··················· 730
1992. 7.10. 92다2431 ································· 537
1992. 7.14. 91다25598 ······························· 161
1992. 7.28. 91다35816 ······························· 369
1992. 7.28. 92다10173,92다10180 ············· 84
1992. 8.14. 91다45141 ······························· 326
1992. 8.18. 91다14369 ····················· 318, 369
1992. 9.14. 92도1564 ······················· 184, 185
1992. 9.22. 91다5365 ······················· 328, 329
1992.10.27. 92다19033 ····················· 367, 372
1992.10.27. 92다32852 ······························ 718
1992.11.10. 91다32503 ······························ 730
1992.11.10. 92다7948 ··································· 69
1992.11.24. 91다47109 ······························ 808
1992.11.24. 92다28631 ······························ 785
1992.12.22. 92다28228 ····················· 336, 345
844　？？　사 항 색 인
【ㄱ】
가계보험 ························································· 686
가등기 ······························································ 36
가맹업 ···························································· 167
가장납입 ························································· 228
간이분할 ························································· 502
간이분할합병 ·················································· 503
간이주식교환 ·················································· 515
간이합병 ························································· 495
간접거래 ······················································· 384
간접손해를 입은 주주 ···································· 395
감사 ································································ 412
감사의 권한 ···················································· 415
감사위원회 ············································ 412, 416
감시의무 ························································· 375
강제소각 ························································· 446
개업준비행위 ···················································· 68
개입권 ·································· 31, 121, 125, 378
개입의무 ························································· 115
거절증서의 작성면제 ······································ 635
검사인 ···························································· 420
견품보관의무 ·················································· 114
결손보전감자 ·················································· 442
결약서교부의무 ··············································· 114
결의불발효설 ·················································· 334
겸직금지의무 ···················································· 33
경매권 ······························································ 90
경업피지의무 ··································· 31, 57, 377
경영판단의 원칙 ············································· 374
계속보험료 ····················································· 724
계약설 ································································· 7
계약의 성립시기 ··············································· 84
고가물에 대한 책임 ······································· 152
고지수령권자 ·················································· 705
고지의무 ························································· 704
고지의무위반의 요건 ······································ 709
고지의무위반의 효과 ······································ 712
고지의무자 ····················································· 704
공급자 ···························································· 161
공급자의 권리의무 ········································· 166
공동대표이사 ················································ 365
공동발행 ························································· 584
공동지배인 ························································ 23
공모발행 ························································· 468
공익권 ··················································· 231, 243
공제 ································································ 681
공중접객업 ····················································· 151
공탁권 ······························································ 90
구체적 신주인수권 ········································· 424
구체적 신주인수권의 양도 ····························· 426
권리남용설 ····················································· 364
권리주 ···························································· 218
권리주의 담보 ················································ 285
권리주양도의 제한 ········································· 269
규범설 ································································· 7
금융리스업 ····················································· 161
금융리스업자 ·················································· 161
금융리스업자의 권리와 의무 ·························· 163
금융리스이용자 ··············································· 161
금융리스이용자의 권리의무 ··························· 165
급격성 ···························································· 825
기명날인 ························································· 534
기명식배서 ····················································· 601
기본적 상행위 ··········································· 13, 67
기업보험 ························································· 686
기업비밀유지의무 ··········································· 375
기업회계기준 ·················································· 449
기왕증기여도 감액 ········································· 821
기준일제도 ····················································· 260
기평가보험 ····················································· 747
사 항 색 인
사 항 색 인 ？？　845
기한후배서 ····················································· 611
【ㄴ】
낙부통지의무 ·················································· 701
납입가장죄 ····················································· 230
납입기일의 익일 ············································· 434
납입담보책임 ·················································· 225
납입의 해태 ···················································· 434
내부감사 ························································· 412
내부통제시스템 ··············································· 375
【ㄷ】
단독주주권 ····················································· 244
단순분할 ························································· 501
단체규약 ························································· 813
단체보험 ························································· 812
담보적 효력 ···················································· 603
당연상인 ··························································· 12
대리상 ···························································· 109
대리상의 권리 ················································ 111
대수의 법칙 ···················································· 680
대차대조표 ····················································· 450
대표권남용행위 ··············································· 364
대표권제한설 ·················································· 364
대표소송 ························································· 400
대표이사 ························································· 358
대표집행임원 ·················································· 411
대항력 ···························································· 257
동의주의 ························································· 808
등기배척권 ························································ 39
등기상호권자의 등기배척권 ····························· 39
등기신청인의 귀책사유 ···································· 51
등록질 ···························································· 286
【ㅁ】
만기 ································································ 577
만기 전의 상환청구 ······································· 633
만기의 보충 ···················································· 580
매도인의 공탁 및 경매권 ································· 89
매수인의 목적물의 검사·통지의무 ················· 92
면책력 ···························································· 258
면책사유 ························································· 720
명의개서 ························································· 264
명의개서미필주주 ··········································· 266
명의대여자의 책임 ··········································· 42
모자관계 ························································· 278
목적물의 보관 및 공탁의무 ····························· 96
목적에 의한 제한 ··········································· 186
무권대리 ························································· 543
무권대행 ························································· 372
무권대행자 ····················································· 397
무담보배서 ····················································· 608
무면허운전면책약관 ········································ 818
무상수치인의 주의의무 ···································· 88
무상증자 ························································· 456
무액면주식 ························· 206, 231, 233, 443
무증자합병 ····················································· 490
물건보관의무 ···················································· 85
물건운송계약 ·················································· 130
물건판매점포의 사용인 ···································· 30
물적분할 ························································· 502
물적항변 ························································· 640
미평가보험 ····················································· 748
민사회사 ··························································· 14
【ㅂ】
발기인 ···························································· 208
발기인의 권한범위 ········································· 210
발기인이 받을 보수 ······································· 216
발기인이 받을 특별이익 ································ 213
발행 ································································ 572
방어비용 ························································· 782
방어의무 ························································· 781
배당가능이익에 의한 자기주식취득 ··············· 274
배서 ································································ 599
배서의 말소 ···················································· 661
배서의 불연속 ················································ 607
배서의 연속 ···················································· 605
배서금지배서 ·················································· 609
배서금지어음 ·················································· 597
배서연속의 효력 ············································· 606
배정자유의 원칙 ············································· 218
846　？？　사 항 색 인
백지보충권 ············································ 555, 558
백지보충권의 남용 ········································· 559
백지식배서 ····················································· 601
백지어음 ························································· 554
백지어음의 효력 ············································· 556
법률에 의한 제한 ··········································· 186
법인격부인론 ·················································· 179
법인격부인론의 역적용 ·································· 182
법인격의 남용 ················································ 180
법인격의 형해화 ············································· 180
법인성 ···························································· 179
법정이자청구권 ················································· 82
법정준비금 ····················································· 454
법정준비금의 감액 ········································· 457
법정준비금의 사용 ········································· 455
변경인수 ························································· 593
변조 ································································ 549
변태설립사항 ·················································· 213
변태설립사항의 변경 ······································ 222
보고의무 ················································ 375, 409
보관자의 책임보험 ········································· 794
보상청구권 ····················································· 111
보수청구권 ························································ 81
보조적 상행위 ··········································· 68, 84
보증도 ···························································· 135
보증보험 ························································· 798
보통거래약관 ······················································ 4
보통거래약관의 구속력 ······································ 7
보통거래약관의 명시설명의무 ···························· 5
보통결의 ················································ 315, 316
보통보험약관 ·················································· 688
보통주 ···························································· 235
보험 ································································ 679
보험가액 ························································· 747
보험계약법의 적용범위 ·································· 692
보험계약의 당사자 ········································· 693
보험계약의 보조자 ········································· 695
보험계약의 부활 ············································· 736
보험계약의 의의 ············································· 682
보험계약자 등의 불이익변경금지의 원칙 ······ 685
보험금액 ························································· 748
보험금액과 보험가액의 관계 ·························· 749
보험금지급의무 ··············································· 719
보험기간 ························································· 699
보험대리상 ····················································· 695
보험료감액청구권 ··········································· 723
보험료기간 ····················································· 699
보험료반환의무 ··············································· 722
보험료적립금반환의무 ···································· 818
보험료증액청구권 ··········································· 723
보험료지급해태의 효과 ·································· 727
보험목적의 양도 ············································· 771
보험설계사 ····················································· 696
보험수익자 ····················································· 694
보험수익자의 권리와 의무 ····························· 815
보험수익자의 지정변경권 ······························· 816
보험약관의 구속력 ········································· 691
보험유사제도 ·················································· 681
보험의 ···························································· 696
보험자 ···························································· 693
보험자대위 ····················································· 761
보험자대위의 금지 ········································· 805
보험중개사 ····················································· 696
보험증권 ························································· 717
부단순인수 ····················································· 593
부당결의취소·변경의 소 ······························· 330
부당이득반환청구권 ·········································· 75
부동적 무효설 ················································ 334
부분적 포괄대리권을 가진 상업사용인 ············ 27
부실등기 ··························································· 50
부진정채권매입 ··············································· 171
분리형 신주인수권부사채 ······························· 485
분할계획서 ····················································· 502
분할합병 ························································· 501
분할합병계약서 ··············································· 503
불공정행위에 대한 취소의 소 ························ 470
비모자관계 ····················································· 278
비분리형 신주인수권부사채 ··························· 485
비진의표시설 ·················································· 364
비현명주의 ························································ 70