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(영문) 서울중앙지방법원 2018.02.09 2017가합553586

주주총회결의부존재확인

Text

1. The Defendant re-appointed the Plaintiff as an internal director at the general meeting of shareholders on July 1, 2013 and appointed C as an internal director.

Reasons

1. Basic facts

A. The minutes of a temporary general meeting of shareholders (hereinafter “Minutes of the instant general meeting”) were prepared with the purport that the Defendant, at the temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) on July 1, 2013, again appointed the Plaintiff as a director, appointed C as an internal director, and appointed both the Plaintiff and C as an independent representative director (hereinafter “instant resolution”). The minutes of the instant general meeting of shareholders are written by the Plaintiff and D, all of the shareholders, attending the general meeting of shareholders.

B. E, a voting shareholder and D’s agent recorded in the minutes of the shareholders’ general meeting of this case, stated that the contents of the minutes of the above shareholders’ general meeting are consistent with the truth in the presence of a notary public, and a notary public was certified as a law firm F.10190 on the minutes of the above shareholders’ general meeting of this case.

C. On July 3, 2013, the registration was completed on July 1, 2013 with the content that the Plaintiff and C had taken office as a representative director and an inside director on July 1, 2013 on the Defendant’s corporate register.

[Ground of recognition] Facts without dispute, Gap evidence 2, Eul evidence 3, the purport of the whole pleadings

2. The assertion and judgment

A. The plaintiff asserted that the general meeting of shareholders of this case did not have been held and that the resolution of this case was not made, and that the non-existence of the resolution of this case is confirmed.

B. As to the defendant's assertion, the plaintiff delegated all of the overall procedures such as convening and passing a general meeting of shareholders to G and H, which are substantial managers. Thus, there is no defect in the resolution of this case, and the plaintiff has a legal act as representative director on the premise that the contents of the resolution of this case are authentic even after preparing the minutes of the general meeting of this case. Thus, it is argued that seeking non-existence of the resolution of this case violates the principle of good faith.

(c).