법인해산청구의 소
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Basic facts
A. On March 2014, the Plaintiff agreed to jointly establish and operate the Defendant’s representative director C and the Defendant Company (hereinafter “instant partnership agreement”) and paid KRW 50 million to the Defendant Company as its capital on March 27, 2014.
B. On April 3, 2014, Defendant Company was an agricultural company established with 20,000 shares issued pursuant to the Act on Fostering and Supporting Agricultural and Fisheries Enterprises (hereinafter “Agricultural and Fisheries Business Entities Act”), and KRW 100,000 capital, and at the same time, the Plaintiff and C were joint representative directors, and D were directors.
C. The Plaintiff was dismissed from the joint representative director of the Defendant Company on January 22, 2016, and was dismissed from office on April 3, 2017.
As of March 24, 2017, on the list of shareholders of a defendant company, the Plaintiff held the number of shares 9,800 shares (49% in shares), C’s number of shares 8,200 shares (41% in shares), and D’s number of shares 2,00 shares (10% in shares). On December 22, 2017, the defendant company completed its registration after having increased its capital in KRW 20 million (40,000 in shares issued) and completed its registration again on December 29, 2017, after having increased its capital in KRW 30 million (60,000 in shares issued).
[Ground of recognition] Evidence Nos. 1 and 2, Evidence No. 3-1, and the purport of the whole pleadings
2. Summary of the parties' arguments
A. The gist of the Plaintiff’s assertion is that the Defendant Company is incorporated pursuant to the instant partnership agreement between the Plaintiff and C, and as such, C excluded the Plaintiff from the principal business, such as the removal of the Plaintiff from the director, thereby lowering the Plaintiff’s shares by offering new shares, thereby running the Defendant Company. Therefore, the liquidation of the said partnership relationship should be conducted in accordance with the Commercial Act on the liquidation of the Plaintiff.
Due to the conflict between the Plaintiff and C, the objective business of the Defendant Company is omitted due to the failure to operate the Defendant Company normally due to the failure to operate the Defendant Company.