상법의 특별결의요건을 갖추었으므로 불법행위를 원인으로 하는 손해배상의무가 없음[국패]
Since it meets the requirements for special resolution of the Commercial Code, there is no liability for damages caused by tort.
In substance, it is due to the business judgment of the representative who is one member, and since this meets the special resolution requirement required by the Commercial Act, the claim for damages caused by the tort constitutes legitimate act in relation to the corporation and its representative.
Articles 576, 347(1), and 585 of the Commercial Act
2014 Gohap 11491 Compensation
Korea
AA
July 9, 2015
August 20, 2015
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Cheong-gu Office
The defendant shall pay to the plaintiff 370,626,790 won and damages for delay.
1. The plaintiff's assertion
The Defendant and the Defendant’s husband’s 000 invested all of the assets of DDD alcoholic beverages, which were operated together, in the Limited Liability Company BB, on August 1, 2008, and closed DD alcoholic beverages on November 28, 2008. As such, the Defendant and the Defendant arbitrarily transferred all of DD alcoholic beverages to BBB companies, and thus, the Plaintiff seek compensation for damages from the Defendant on behalf of the Defendant, on the ground of tort, on behalf of the Plaintiff, for a creditor who has a claim of KRW 00,000,000 for DD alcoholic beverages.
2. Determination
If the purport of Gap evidence Nos. 1, 2, 5, 6, and 9 is added to the whole argument, ① did not pay the value-added tax and corporate tax notified between June 27, 2008 and December 5, 2008 by DDD alcoholic beverages. The total amount of arrears, including the additional dues, is 370,626,790, ② assessed the total assets of DD alcoholic beverages between the defendant, 00 and BB alcoholic beverages, and the defendant invested them in BB alcoholic beverages as KRW 30 million, and BB alcoholic beverages made an investment contract between the defendant to secure 25% of the company shares, and ③ DD alcoholic beverages are treated as closed on November 28, 2008.
As such, although the defendant is the 000 denial and the name of the contract holder under the investment contract with BB alcoholic beverage company is not 000, the defendant is not the defendant. However, in full view of the above evidence evidence No. 1, the defendant is not an officer or a shareholder of DD alcoholic beverages, but a major shareholder who holds 75% of shares of DD alcoholic beverages (or shares of 25% and shares of 000 are held in trust to GG, etc.) and actually operates international import alcoholic beverages under the name of the defendant.
In addition, it is determined by the management judgment of 000, a member, who actually works for and closes the assets of DD alcoholic beverages into BB brewing companies, and this is actually satisfied the requirements for special resolution (Articles 576, 347 (1), and 585 of the Commercial Act), so it is recognized as legitimate act in relation to DD alcoholic beverages.
Therefore, without any need to determine the remainder of the defendant's claim on the premise that the DD alcoholic beverages have a claim for damages caused by tort against the defendant, such as the expiration of extinctive prescription.
3. Conclusion
The plaintiff's claim is without merit.