2. S which is the litigation taking over of the network C; and

Since it is a minor, the legal representative T

1. Regarding ground of appeal No. 1

For the reasons indicated in its holding, the lower court determined that: (a) the Defendant Company brought a lawsuit against the Plaintiff for confirmation of shareholder rights; (b) made investments in P without obtaining the approval of the board of directors; (c) made and executed a resolution on the pFriphphishing without obtaining the Plaintiff’s consent; and (iv) the removal of directors G from the board of directors constitutes a violation of the instant agreement between the shareholders, which is a ground for the penalty of penalty of breach of contract up to 4 billion won. Examining the relevant legal principles and records, the lower court’s determination is justifiable; (c) contrary to what is alleged in the grounds of appeal, there were no errors by exceeding the bounds

2. Regarding ground of appeal No. 2

A. The record reveals the following circumstances.

1) The Plaintiff asserted that the Defendant Company’s removal of G as F’s shareholder constituted a violation of the Convention between Shareholders, and sought payment of KRW 4 billion for violation of the Convention against Defendant Company and Joint sureties. The first instance court dismissed this part of the claim by deciding that the measure of removal of G cannot be deemed a violation of the Convention between Shareholders, on the ground that it cannot be deemed that the measure of removal was a violation of the Convention between Shareholders, on the ground of the following grounds: (a) the company and the director were delegated relations; (b) the company may dismiss directors at any time; (c) the Plaintiff requested the Defendants to appoint a director again after the dismissal of the director; (d) the Plaintiff did not request the Defendants to appoint the director again; or (e) the Defendant rejected the proposal of appointment of the Plaintiff

2) On July 5, 2017, the Plaintiff filed an appeal, and submitted to the lower court on July 5, 2017, the Plaintiff asserted that “The Defendant rejected the Plaintiff’s request to appoint the Plaintiff’s representative director YB as F director on May 11, 2016 and May 24, 2016 during the instant appellate trial on the following grounds: “The Defendant violated Article 2 of the Convention among the Shareholders,” and stated it on the fifth date for pleading of the lower court.

B. As in the first instance trial, the lower court did not render any judgment on the part that the Defendant Company rejected the Plaintiff’s assertion regarding the part that the Defendant Company dismissed F’s G director, but did not render any judgment on the part that “The Plaintiff’s representative director Y was rejected the Plaintiff’s request to appoint F director, thereby violating Article 2 of the Convention between the Stockholders of this case, and thus, is liable to pay the penalty of KRW 4 billion.”

However, there is considerable room to view that the Plaintiff asserted that the Defendant Company rejected the Plaintiff’s request to appoint Y as F’s director, separate from the removal of F’s director G from the preparatory document dated July 5, 2017, as the independent reason for the violation of the Convention between the shareholders of this case.

Therefore, the court below should first have asked the plaintiff whether the defendant company's request to appoint Y as F director is to add "the refusal of the defendant company" as a new cause of claim. If the plaintiff's opinion is to add a new cause of claim, the court below should have judged the additional cause of claim.

Nevertheless, the lower court failed to take such measures against the Plaintiff’s refusal of the Defendant Company’s request to appoint Y as F director. In so determining, the lower court erred by failing to perform its duty of explanation or omitting judgment, thereby adversely affecting the conclusion of the judgment.

3. Conclusion

Therefore, the judgment of the court below is reversed, and the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices.

Note Justice Ko Young-young

Justices Kim Gin-young

Justices Cho Jae-chul