beta
(영문) 서울고등법원 2020.06.05 2019나2043635

임시총회결의무효확인의 소

Text

1. Revocation of the first instance judgment.

2. The instant lawsuit shall be dismissed.

3. The total cost of the lawsuit shall be the cost of supplementary participation.

Reasons

1. Basic facts

A. On January 13, 2015, the Defendant is a housing redevelopment and rearrangement project partnership that implements a rearrangement project in the area of 57,558 square meters and with the approval of establishment from the head of Gangnam-gu Seoul Metropolitan Government. The Plaintiff is a person who has served as a member of the Defendant’s association with the audit of the former executive body.

B. On December 2, 2017, the Defendant held an extraordinary general meeting (hereinafter “instant extraordinary meeting”) and passed a resolution to appoint eight directors, including the Intervenor joining the Defendant, as a matter of No. 4-3.

[Reasons for Recognition] Uncontentious Facts, Gap evidence 1, Gap evidence 5, the purport of the whole pleadings

2. Prior to the merits, the Plaintiff asserted that the Defendant’s Intervenor’s Intervenor’s decision on the special general meeting of this case, which was appointed as a director, was made by a forged written resolution, and sought confirmation thereof.

However, in full view of the evidence Nos. 10 and 35 of the evidence No. 10 and the purport of the entire pleadings, the term of office of officers, including directors according to the defendant’s articles of incorporation, shall be two years from the date on which the defendant was appointed (Article 15(3) of the Articles of incorporation). The defendant, including the defendant joining the defendant, appointed a director after holding an extraordinary general meeting on December 14, 2019, after the expiration of the term of office of the directors appointed at the

As such, barring special circumstances such as the invalidation of the resolution at the Defendant’s extraordinary general meeting held after the expiration of the term of office of the Intervenor joining the Defendant, the Plaintiff’s seeking confirmation of the invalidity of the resolution is merely seeking confirmation of the past legal relations or legal relationship, and thus cannot be recognized, insofar as there are new resolutions to select the Defendant’s extraordinary general meeting held after the expiration of the term of office of the Defendant.

3. As such, the instant lawsuit is unlawful and thus dismissed.

The judgment of the first instance is unfair in conclusion.