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(영문) 서울고등법원 2017.12.15 2017나2049141

주주총회결의 취소 청구의 소

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1. Revocation of the first instance judgment.

2. The instant lawsuit shall be dismissed.

3. The total cost of a lawsuit shall be borne individually by each party.

Reasons

1. Basic facts

(a) The original residents who have the right to purchase the housing site to be supplied due to the development of the F Housing Site, and their buyers, form a G Cooperatives around 2008, and received the sale of the housing site from the Gyeonggi-do Urban Corporation;

On October 30, 2009, the above union transferred the status of a land purchaser to the plaintiffs and H 3 persons for business convenience, and delegated the shares held by its members to the above 3 persons on March 2010.

B. The Plaintiffs and H established the Defendant on May 12, 2015, and H was registered as the Defendant’s representative director, and the Plaintiffs were listed as each in-house director.

C. On October 28, 2016, the Defendant held a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) and made a resolution to appoint D and E as an internal director (hereinafter “instant resolution”), and completed the registration of appointment on October 31, 2016.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, the purport of the whole pleadings

2. The Plaintiffs asserted that the resolution of this case, which appointed D and E as the Defendant’s intra-company director, should be revoked, since the general meeting of shareholders of this case, was already dismissed at the meeting of the Defendant on October 26, 2015, was convened by H without qualification as representative director, and was not passed through the resolution for the resolution of the board of directors.

3. Determination on this safety defense

A. The defendant asserts that there is no interest in the lawsuit seeking revocation of the resolution of this case since D or E resigned from the defendant's office and completed the registration of resignation during the lawsuit of this case after the resolution of this case.

B. If a lawsuit seeking the cancellation of the resolution of the general meeting of shareholders for the appointment of a judgment officer resigns and the officer appointed by the resolution completed the registration of resignation, the resolution shall be adopted even if any defect exists in the initial resolution of appointment of an officer.