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(영문) 대법원 2001. 10. 26. 선고 99다58051 판결

[장부등열람및등사가처분][공2001.12.15.(144),2532]

Main Issues

Whether the account books of the subsidiary can be included in the subject matter of the request for copying the account books under Article 466(1) of the Commercial Code (affirmative)

Summary of Judgment

"Books and documents of accounts" under Article 466 (1) of the Commercial Act refers to accounting books and documents which are substantially related to the reasons for minority shareholders to seek perusal and copying, and in case of accounting documents, they are limited to the company which is bound to peruse and copy, or are limited to the original, and even if they are accounting books of the subsidiary established through the company's investment or provision of copy, they are kept in the parent company in the parent-child relationship, and if they are actually necessary as evidentiary materials to identify the financial status of the parent company, they can be requested to peruse and copy the minority shareholders of the parent company as the accounting documents of the parent company.

[Reference Provisions]

Article 466 of the Commercial Act

Appellant, Appellee

Applicant 1 and 15 others (Law Firm Shinyang, Attorney Kim Jong-hwan, Counsel for the plaintiff-appellant)

Respondent, Appellant

Union Steel Industry Co., Ltd. (Attorney Lee Young-soo, Counsel for the plaintiff-appellant)

Judgment of the lower court

Seoul High Court Decision 99Ka187 delivered on September 3, 1999

Text

The appeal is dismissed. All costs of appeal are assessed against the respondent.

Reasons

We examine the grounds of appeal.

1. On the first ground for appeal

According to the reasoning of the judgment of the court below, with respect to a sales contract for the shares of LG Telecom Co., Ltd. in Annex III of Annex III of the original provisional disposition, the court below specified the respondent's acquisition of shares of LG Telecom Co., Ltd. as the "documents on the acquisition of shares at the time of establishment of LG Telecom Co., Ltd." on the ground that the respondent's acquisition of shares was not purchased from others, but it was proved that the company participated in the establishment of the company and acquired shares as promoters, and also stated only as "China's investment" or "China's local corporation" on the ground that the respondent's subsidiary is not specified.

In light of the records, the above measures of the court below are merely specified to correct the inconsistency in the decision of cost disposition as a result of examining the case of objection against provisional disposition of this case, and it does not constitute an extension or alteration of the purport of the application of provisional disposition. Thus, the court below's decision is just, and there is no error of law in the misapprehension of legal principles as to the scope of deliberation or correction of judgment of provisional disposition as asserted in the grounds of appeal.

The grounds of appeal disputing this issue are rejected.

2. On the second ground for appeal

The lower court determined that, although there was no evidence to support that the applicant filed a request for perusal and reproduction of the same account book and document in writing with the reason for the request for provisional disposition of this case before the filing of the provisional disposition of this case, since the application for provisional disposition of this case submitted by the applicant to the lower court is clearly recorded in the grounds for the claim and this document was served on the respondent, the lower court can ultimately be deemed to have requested perusal and

In light of the purport of Article 466(1) of the Commercial Act stipulating that minority shareholders shall make a written claim with the reason attached when they exercise their right to peruse account books against the company (see, e.g., Supreme Court Decision 9Da137, Dec. 21, 199). Such determination by the court below is justifiable (see, e.g., Supreme Court Decision 9Da137, Dec. 21, 199). There

The ground of appeal disputing this issue is rejected.

3. On the third ground for appeal

"Books and documents of accounts" under Article 466 (1) of the Commercial Code refers to accounting books and documents which are substantially related to the reasons for minority shareholders to seek perusal and copying, and in case of accounting documents, they are limited to the company which is bound to peruse and copy, or are limited to the original, and even if they are accounting books of the subsidiary established through the company's investment or provision of copy, they are kept in the parent company in a mother-child relationship, and if they are actually necessary as evidentiary materials to identify the financial status of the parent company, they can be requested to peruse and copy the minority shareholders as the accounting documents of the parent company.

The court below, based on its adopted evidence, verified that the representative director, etc. of the respondent company caused the purchase of shares, merger of subsidiaries, overseas investment, change of methods of calculating depreciation, new construction of buildings and factories and factories, incomplete report of corporate tax, and purchase contract of the new mutual savings and finance company, etc., as alleged by the applicants, and determined that the applicants' demand was relatively detailed in inducing them to enforce the management results and the liability arising therefrom. The court below accepted the application on the grounds that each of the documents listed in the attached Table 1 of the judgment below, which are the accounting books and documents specified as the subject of inspection and copying, and 1, 5, 6, and 3, and 4 of the documents listed in the attached Table 1 of the judgment below, and each of the documents listed in the 2, 2, 3, and 4, which are related substantially to the grounds for inspection and copying, may be deemed as the account books or supplementary documents related thereto

Examining the relevant evidence in light of the records, the fact-finding and judgment of the court below are just in accordance with the above legal principles, and there is no error of law such as misunderstanding of legal principles, violation of the rules of evidence, and lack of reasoning as alleged in the ground of appeal.

In addition, as pointed out in the ground of appeal, even though there is a somewhat unclear or misleading part of the indication of account books and documents recognized as the object of the request for perusal and copy, or there is a legal error in understanding the name of document, considering the comparison between the reasoning of the judgment and the indication of the account books and documents, it is difficult to identify the true meaning and specify it as a whole. Therefore, there is no error of law as otherwise alleged in the ground of appeal. The ground of appeal

4. Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Jin-hun (Presiding Justice)

심급 사건
-서울고등법원 1999.9.3.선고 99카187
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