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(영문) 대법원 2015.11.26 2015다43912

이사회결의무효확인

Text

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

Reasons

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Examining the records in light of the relevant legal principles as to the fourth ground of appeal, we affirm the lower court’s rejection of the Defendant’s defense of this case’s principal safety, which was unlawful due to the lack of interest in confirmation, based on its reasoning. In so doing, contrary to what is alleged in the grounds of appeal, the lower court did not err by misapprehending the legal doctrine

2. According to the reasoning of the lower judgment as to the grounds of appeal Nos. 1 through 3, the lower court, on the grounds as indicated in its reasoning, presumed that as of December 7, 2012, 2012, when the term of office of G, which was a director of the Defendant corporation, remains, the Defendant corporation could normally act as a director at the expiration of the term, and that G would not have the right to perform duties as a director at the expiration of the term, on the premise that the Defendant corporation could not be recognized as a director at the expiration of the term, on the ground that the Defendant corporation could normally act as a director at the expiration of the term, on the grounds as of December 7, 2012. However, the lower court rejected the Defendant’s assertion that the resolution of the board of directors on June 22, 2013, which was held and approved by the Defendant corporation, was procedural defect

Furthermore, the lower court rejected the Defendant’s assertion that he/she ratified the reappointment of G directors through the resolution of the board of directors on January 28, 2013, as stated in its reasoning.

Examining the record in light of the relevant legal principles, the above determination by the court below is just, and contrary to the allegations in the grounds of appeal, there were no errors by misapprehending the legal principles on the right to work, ratification, and the good faith principle,

3. Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party.