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TITLE Supreme Court Decision 2018Da290436 Decided April 9, 2020 【Claim for Restitution of Unjust Enrichment】 [full Text]
Summary
[1] In a case where the articles of incorporation stipulates that the amount of remuneration to be received by directors shall be determined by a resolution of a general meeting of shareholders, whether the directors may exercise the right to demand remuneration without a resolution of a general meeting of shareholders (negative)
Whether, in such case, the consideration paid as compensation for the performance of the directors’ duties may be all included under “remuneration of directors” (affirmative) and whether the monetary amount that a company compensates directors, contingent on their management performance as a performance-based bonus, special bonus, etc., or for the purpose of motivating directors to achieve results may also be included under “remuneration of directors” (affirmative)
[2] In the case where the articles of Stock Company A stipulate that the amount of remuneration to be received by directors shall be determined in accordance with a resolution of a general meeting of shareholders, and Representative Director B of Stock Company A received money as a “special bonus” from Stock Company A without a resolution of a general meeting of shareholders, the case holding that the lower court determined that the monetary amount Representative Director B received as a “special bonus” constitutes unjust enrichment obtained without any legal ground as remuneration paid as compensation for the performance of the said Director’s duties
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