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(영문) 서울중앙지방법원 2019.11.11 2017나30544

대여금 반환

Text

1. Revocation of the first instance judgment.

2. The instant lawsuit shall be dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff is a corporation with salt color and salt business, and the Defendant is the representative director of the Plaintiff, and C representing the Plaintiff in this case is a person registered as the Plaintiff’s auditor on July 4, 2012.

B. On August 24, 2017, the Plaintiff held a special general meeting of shareholders in the articles of incorporation to delete provisions related to audit, such as appointment, term of office, duties, etc. of auditors, and passed a resolution on the amendment of the articles of incorporation that the Plaintiff would not appoint auditors.

(hereinafter referred to as “the first resolution”). (c)

On August 13, 2018, the Plaintiff held a temporary general meeting of shareholders and passed a resolution on the agenda of ratification of the first resolution.

(hereinafter referred to as “the second resolution”) d.

On September 25, 2017, some shareholders of the Plaintiff filed a lawsuit seeking revocation of the first resolution with the Suwon District Court Branch of the Suwon District Court of Korea seeking confirmation of the absence of the first resolution and the first resolution. However, the said court affirmed the first resolution by the second resolution on December 20, 2018, unless there are circumstances to deem that the second resolution constitutes invalidation or non-existence beyond the grounds for revocation, the lawsuit of this case seeking revocation of the first resolution was dismissed on the grounds that there is no interest in the lawsuit.

(2017Gahap9166). (e)

As to this, the shareholders appealed on January 15, 2019, but the appellate court dismissed the appeal on May 16, 2019, and the above judgment became final and conclusive on June 1, 2019.

(Seoul High Court Decision 2019Na2003446). C filed a lawsuit seeking revocation of the second resolution with the said shareholders on October 17, 2018 at the Suwon District Court's Ansan Branch. However, on July 18, 2018, the said court rejected C's lawsuit on the ground that C's claim cannot be deemed as a shareholder on the Plaintiff's list, and that there is no benefit of confirmation, and that the preliminary claim was filed by a non-appellant, and thus, it is unlawful.