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This paper is about letter of resignation as security. It is frequently used in today's business environment. But since it is not included as a typical security there is no regulation to it.
Resigning as director is generally regarded as an unilateral act toward the other party. A director who hands in a letter of resignation as security, especially security for financial debt, intends to resign not immediately but at sometime in future when it turns out that he cannot pay off his debt. Can the director change his mind and withdraw his resignation after he has handed in the letter to someone? Supreme court decision in the study of this paper ruled that he can withdraw his resignation until its coming into effect. However, considering that the civil law obviously restricts withdrawing a declaration of intention to terminate the contract, the decision lacks logical completeness. I take the view that once the other party has received the declaration of intention of termination, the director can no longer withdraw the legal action and the view would be in accord with the civil law.
In case where a director hands in a letter of resignation to a creditor to make a loan, he means not only to let the creditor transmit the letter to a company but also to vest the creditor with the power of representing his resignation. When a director hands in a letter of resignation to the creditor for security it should generally be construed that a director would probably agree not to invalidate a creditor's power of representation without approval of the creditor. He would therefore be not allowed to invalidate a creditor's power of representation. The creditor, with the power endowed by the letter of resignation, could represent the director about his resignation which is making the director not to able to stay at his post of director. When the creditor transmits the letter to a company without letting the company know about representation, however, he is understood to act not as a representative but as a messenger and whether the letter is effective is decided by what is called a principle of law about a mistake.