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(영문) 서울동부지방법원 2017.05.19 2015가합111806

이사 해임청구

Text

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On April 29, 2014, F and its wife G with a total of 1.70,000 shares issued by Defendant Company entered into a contract for transfer of management rights and shares of Defendant Company with H and Defendant B, C, etc. (hereinafter “instant contract for transfer of shares”).

B. Accordingly, on May 15, 2014, Defendant B and C assumed office in the inside director and joint representative director of the Defendant Company, and Defendant D respectively in the inside director.

Defendant B and C resigned from the joint representative director on September 11, 2014 (a director has been maintained) and H was appointed as an internal director and the representative director on the same day.

C. The shareholder and the auditor of the Defendant Company held a temporary general meeting on December 11, 2015 with the permission of the court for convening a meeting, on the grounds that the instant case was subject to “the dismissal of the directors of the Defendant B, C, D (hereinafter “Defendant Directors”) and H,” but the instant case was resolved upon, but the dismissal of the Defendant Directors was rejected.

[Ground of recognition] Facts without dispute, Gap 1, 4, 18 through 21, Eul 28, 29 evidence (including additional number; hereinafter the same shall apply), the purport of the whole pleadings

2. The judgment of this Court

A. The Plaintiff’s assertion H, Defendant B, and C concluded the instant share transfer agreement with the Defendant Company F, who was a de facto manager, to the effect that the Defendant Company would make it difficult for the Defendant Company to lose its financial standing, and that the Defendant Company would attract investment in the face of the management right of the Defendant Company and settle the Defendant Company’s and F individual’s obligations.

Accordingly, H who has neglected the management right of the defendant company intended to use the price individually by disposing of various assets of the defendant company, or by forging the transfer of shares of the Chinese subsidiary, and has committed embezzlement, such as destroying the contract with the agency and unfairly dismissing its employees, and the defendant company was ex officio by the National Tax Service on February 28, 2015.