A. The defendant is a company that operates the business of construction of water supply and sewerage systems, and C was appointed as a director and a representative director of the defendant on April 16, 2009.

B. On December 5, 2011, the Defendant held a general meeting of shareholders to revise Article 26 of the previous Articles of Incorporation stipulating that “The payment of retirement benefits to directors and auditors shall be determined by a resolution of the general meeting of shareholders, and matters pertaining to retirement allowances shall be determined separately in addition 1” to “the payment of retirement allowances to directors and auditors shall be determined by a resolution of the general meeting of shareholders,” and provided for the payment criteria for retirement allowances by multiplying the amount of retirement allowances by the rate of payment according to the number of years of office and position to the average wage of the immediately preceding

C. On November 11, 2013, when the Defendant’s representative director was performing his/her duties, C died. On December 14, 2017, the Plaintiff, D, and E, who was the inheritor of C, concluded an agreement on the division of inherited property that the Plaintiff unilaterally succeeds to the right to claim a retirement allowance payment against the Defendant on December 14, 2017, during the instant lawsuit.

【Ground of recognition】 The fact that there is no dispute, entry of Gap evidence 1-1, 2, and 3, and the purport of the whole pleadings

2. Determination:

A. In this regard, the Civil Act applies mutatis mutandis to the relationship between a stock company and a director (see Article 382(2) of the Commercial Act), and the delegation is terminated upon the death of one of the parties (see Article 690 of the Civil Act). As seen earlier, C shall be deemed to have retired from office from office due to the termination of delegation relationship between C and the defendant as of November 11, 2013 while C was performing his/her duties on April 16, 2009 while he/she was assigned to office as the representative director of the defendant and was performing his/her duties.

Meanwhile, as seen earlier, the Defendant amended its articles of incorporation, which provides for the matters concerning the existing directors and auditors' retirement allowances at a general meeting of shareholders to be determined for the specific amount of payment, etc., of the retirement allowances shall be determined by the resolution of the general meeting of shareholders, but also the specific amount of