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

A. The Plaintiff is a shareholder of B Co., Ltd. (hereinafter “B”).

B. On September 11, 2007, B filed an application for occupancy permit with the Defendant (hereinafter collectively referred to as “Defendant”) for a free trade zone with the name of the business, processing and distribution of stone, and investment size as KRW 100,000,000,000 for a mining complex designated as a free trade zone. On September 18, 2007, the Defendant permitted the occupancy of B in accordance with Article 11 of the former Act on Designation and Management of Free Trade Zones (amended by Act No. 10590, Apr. 14, 201; hereinafter referred to as the “Act”).

C. Accordingly, around October 2007, B entered into a lease contract with the Korea Container Terminal Corporation (hereinafter “instant land”) which manages and operates the hinterland of the Gwangju Sea Logistics Complex in principle for 50 years from the date of the conclusion of the contract with respect to the lease period for the land stated in the purport of the claim (hereinafter “instant land”), and from October 1, 2007 to September 30, 201 (hereinafter “A” refers to the Korea Container Terminal Corporation, and “B” refers to B). Article 26 (Cancellation and Termination of Contract) ① In cases where B falls under any of the following subparagraphs, A may cancel or terminate this contract without any separate peremptory procedure. In such cases, even if damage is incurred to B, it shall not be compensated:

2. Where the location permit is revoked under Article 15 of the Free Trade Zone Act; and

8. Where he/she fails to pay the rent for Eul, he/she is urged to pay the rent for at least three times, but fails to pay the rent without any justifiable ground.

D. On April 15, 2010, the Korea Container Terminal Authority notified “if the payment of the rent in arrears was requested on three occasions over, but the payment was delayed, it would be expected to terminate the instant lease agreement in accordance with Article 21 of the Act and Article 26 of the Lease Agreement if the rent is not paid by May 14, 2010.” This notification reached B around that time.

E. In addition, on July 21, 2010, B filed an application with the Defendant for permission to change occupancy areas to reduce permitted areas pursuant to Article 11 of the Act. Accordingly, the Defendant informed B that if the failure to pay taxes by E and F, an executive officer of the relevant company, is not resolved, it constitutes grounds for revocation of occupancy permits and, if so, it is impossible to move into a free trade zone for two years.

F. Accordingly, on July 28, 2010, B (F) filed an application with the Defendant for the revocation of occupancy permit in a free trade zone on the ground that B was unable to perform its duties under the existing business plan due to auction, etc., and accordingly, the Defendant issued a disposition to revoke occupancy permit on August 2, 2010 (hereinafter “instant disposition”).

G. On August 11, 2010, the Korea Container Terminal Authority notified the termination of the instant lease agreement pursuant to Article 26 of the lease agreement on the ground that the Defendant’s above occupancy permit was revoked, and the said notification reached B around that time.

[Reasons for Recognition] Gap's evidence Nos. 5, 11, 12, Eul's evidence Nos. 1, 9, and 11, and the purport of the whole pleadings

A. The plaintiff's assertion

1) procedural defect

A) Although the instant application constitutes an act that does not fall under the ordinary business of B and goes beyond the scope of acting as a representative, F, the acting representative of B, without obtaining permission from the court, made the said application by using the title of B representative director at his/her discretion, and the Defendant committed the instant disposition with excessive procedural defects in the said application.

B) The instant disposition constitutes the withdrawal of beneficial administrative acts that restrict the rights and interests of the other party to the disposition, and thus constitutes the subject of prior notification, reasons, and submission of opinions under Articles 21 through 23 of the Administrative Procedures Act, but there is a procedural defect that did not go through the prior notification and submission of opinions and did not provide sufficient reasons.

2) A deviation from or abuse of discretionary power

E/F does not correspond to “executives” under Article 12 subparag. 7 of the Act and their tax arrears cannot be the grounds for disqualification for B’s occupancy permit. However, the Defendant’s erroneous notification that constitutes the grounds for revocation of occupancy permit, thereby making an application for revocation of F’s occupancy permit. The Defendant knew or could have known that F made a joint tort, such as making the instant application against B’s interest in accordance with illegal procedures in order to acquire B’s management right by taking advantage of the following circumstances: (a) the Defendant was aware or could have known of the fact that F made the instant application in violation of B’s interest with D’s representative director; (b) the disadvantage incurred due to the instant disposition; (c) the Plaintiff was unfairly dismissed from the representative director; and (d) the Plaintiff recovered the status of the representative director at the end of a long litigation, the Defendant’

B. The defendant's argument

1) The instant defense

The instant lawsuit shall be dismissed for the following reasons.

A) The Plaintiff is merely a shareholder of B, and there is no standing to seek revocation of the instant disposition.

B) The instant disposition is merely a receipt of the application for the revocation of the occupancy permit filed by B, and is not an administrative act that the Defendant orders the establishment of new rights or the burden of obligations to B, and thus does not constitute a subject of revocation lawsuit.

2) The legality of the disposition

A) Even if the instant lawsuit is lawful, the F, a representative director of B, filed an application for the revocation of the permission to move into a free trade zone, is a company’s act of re-locating in a free trade zone. The instant disposition is an administrative act in accordance with the B’s application and does not constitute subject to prior notice under the Administrative Procedures Act. The instant disposition is legitimate as it constitutes grounds for revocation of the occupancy permit under Article 12 of the Act, and the Defendant’s failure to pay taxes to B and its officers, which constitutes grounds for revocation of the occupancy permit under Article 12 of the Act. Furthermore, even if the Defendant was aware of the instant disposition prior to the instant disposition, the instant disposition was legitimate, without any legal obligation to consult with the Plaintiff, which was the status of the representative director’s suspension of the duties at the time, and thus, is a legitimate disposition without any procedural and substantive defect.

3. Whether the lawsuit of this case is legitimate

A. We examine whether the instant disposition is an administrative disposition that is subject to appeal litigation. The instant disposition, even if the Defendant, an administrative agency, even if having received the application for revocation of the occupancy permit B, has restricted B’s rights by cancelling the occupancy permit against B in the superior position of the public authority, since the Defendant, as an administrative agency, has restricted B’s rights by the revocation of the occupancy permit against B in the hinterland of the Gwangju-do and the Yellow-dong Gwangju Port Logistics Complex, it shall be deemed an administrative disposition that is subject to administrative litigation. Accordingly, the Defendant’s defense on this part is without merit.

(b) Whether standing to sue is recognized;

1) Generally, shareholders of a corporation have a de facto or indirect interest in an administrative disposition against the corporation in question, and therefore, they do not have standing to sue to seek revocation of such disposition. However, the nature of such disposition even when an administrative disposition against the corporation directly affects the existence of the corporation itself or ultimately causes serious influence on the shareholder’s status, such as retirement of shares or extinguishment of shareholder’s rights to the corporation.

In exceptional cases where the pertinent corporation cannot expect any dispute over such disposition and no other method exists to preserve its shareholder status, or the corporation is no longer able to conduct its entire business, and the procedure of dissolution and liquidation is already scheduled at the time of disposition after the authorization or permission is revoked. Even if the procedure is revoked, in exceptional cases where the pertinent corporation cannot resume its previous business, as long as the validity of such disposition is maintained, the shareholder is deemed to have a direct and specific legal interest in the disposition, and thus, he/she is entitled to seek revocation of the occupancy permit (see, e.g., Supreme Court Decisions 96-4602, Dec. 12, 1997; 2000Du2648, Dec. 23, 2004; 2002Du5313, Jan. 27, 2005; 2005). Thus, it is difficult to readily conclude that the Plaintiff’s right to dissolve and move from the pertinent company to a free trade zone due to the dissolution and removal of the location permit of this case.

Furthermore, the Plaintiff alleged that the Plaintiff could not file a lawsuit seeking the cancellation of the instant disposition in the name of B due to a resolution of the board of directors in violation of the law. However, interested parties, such as the Plaintiff and its executives, such as the Plaintiff, may file a lawsuit seeking the cancellation of the instant disposition in the name of B, upon filing an application for appointment of a special representative with the court pursuant to Article 8(2) of the Administrative Litigation Act and Articles 62 and 64 of the Civil Procedure Act (see Supreme Court Decision 2008Du4619, Mar. 15, 2012). Furthermore, even if B was unable to carry on the previous business due to its failure to carry on the business in the hinterland of the Gwangju Port Logistics Complex, it seems that the fundamental reason is rather than the Defendant’s disposition in this case, and rather, management deterioration due to the conflict of management rights within B.

Therefore, the plaintiff has no standing to sue that can file the lawsuit in this case, and this part of the defendant's defense is justified.

C. Whether there is a benefit of lawsuit

1) Furthermore, ex officio, a litigation seeking revocation is intended to recover the rights and interests infringed or interfered with a disposition by removing the above legal status arising from an illegal disposition from the restoration to the original state, and thus, to relieve the rights and interests infringed or interfered with such disposition. Thus, at the time of the closing of argument, the validity of the disposition, etc. should continue

2) Considering the following circumstances, i.e., (i) although the Korea Container Corporation notifies that the rental fees in arrears will be terminated by May 14, 2010, if the Korea Container Corporation will not pay the rental fees in arrears on April 15, 2010, B still fails to pay the rental fees until the termination of the lease contract on August 11, 2010, it can be deemed that the Korea Container Corporation would not renew the lease contract with B unless it pays the rental fees on August 11, 2010, and (ii) the Korea Container Corporation would have de facto extinguished the lease contract with B on the ground that the Korea Container Corporation would have no more than 10,000,000 B’s application for the cancellation of the lease contract on the land as of August 11, 2010, the Korea Container Corporation would have no more than 20,000,0000, 30,000,000).

4. Conclusion

Therefore, since the lawsuit of this case is deemed to be one mother or illegal, it is dismissed without the need to determine the merits, and the judgment of the court of first instance is just in conclusion, and the plaintiff's appeal is dismissed. It is so decided as per Disposition.

Judges Kim Jae-ho

Judges Lee So-hee