(영문) 서울고등법원 2014.12.18 2013나76637

이사회결의무효확인 등


1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal



1. Basic facts

A. The Co-Defendant Foundation B of the first instance trial (hereinafter “B”) is an incorporated foundation established on March 10, 1992 for the purpose of establishing and operating a medical institution, and owned the “E Hospital” located on the ground of Guro-gu Seoul Metropolitan Government. In the process of the construction of the said hospital, the bankruptcy petition was received in the calculation of February 2009, and the F, the representative of the claim group, composed of some of the construction companies participating in the construction of the E Hospital on July 29, 2009, was appointed as the president of B.

B. On March 23, 2010 in order to normalize the operation of the Foundation B, the instant contract entered into an “acquisition agreement for management rights as an incorporated foundation” with the Defendant to transfer the management rights of the Foundation B to the Defendant (hereinafter “instant contract”). On the same day, F in order to transfer the management rights of the Foundation B from the Chairperson B, the Plaintiff resigned from the office of director B, and the board of directors of B made a resolution to transfer the Defendant to the new president of the Foundation B.

The main contents of the instant contract are as follows.

Article 2 (Transfer and Acquisition Conditions)

1. Transfer and acquisition amount: The transfer and acquisition amount shall be paid by a transferee (the defendant shall be hereinafter the same shall apply) who takes over and redeems the total amount of claims listed in the provisional attachment and the separate sheet in which the transferor (B refers to the transferor; hereinafter the same shall apply) is currently aware of, and the amount of claims listed in the separate sheet, shall be repaid as the top priority for the calculation of the current stock company, the other debt amount shall be paid by the transferee after mutual consultation between the foundation and the transferee and the creditor,

Article 3 (Procedures for Transfer or Acquisition)

1. The assignee shall, by April 10, 2010, partly repay the debt owed to the calculation of the corporation and draw up a draft agreement thereon and resolve the situation of the bankruptcy proceedings in which the agreement is reached. If the assignee is unable to comply with this, this Agreement shall become null and void.