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(영문) 서울남부지방법원 2020.02.07 2019가합109996

이사회결의무효확인청구

Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. Basic facts

A. The Defendant is an incorporated foundation established for the purpose of establishing and operating medical institutions, and the Plaintiff was appointed on July 29, 2009 as the Defendant’s director but resigned on July 12, 2012.

B. On July 24, 2019, the Defendant notified the Plaintiff of the dismissal of the position of the Secretary-General on the ground of “the Defendant’s refusal to comply with his legitimate business instruction and thereby disturbs the order of deceptive scheme,” and “the suspicion of relaying to the outside by reproducing the privacy of the officers of the hospital recorded in CCTV without permission.”

C. On March 23, 2010, the Defendant: (a) held a board of directors and passed a resolution to appoint C as a director and a chief director; (b) held a board of directors on October 12, 2018 and passed a resolution to appoint D as a director with the power of representation; and (c) held a board of directors on July 3, 2019 and passed a resolution to approve the submission of the proposal to the Committee on Personnel Management (Disciplinary Action) to the Plaintiff.

[Reasons for Recognition] Unsatisfy, Gap evidence 5, Eul evidence 2 to 5 (including a tentative number), the purport of the whole pleadings

2. The resolution of the board of directors on March 23, 2010 by the defendant asserted by the plaintiff does not exist, and the resolution of the board of directors on March 23, 2010 is invalid since the board of directors

On October 12, 2018, the defendant's resolution of the board of directors on October 12, 2018 was null and void because there is no notice of convening the board of directors.

On July 3, 2019, the board of directors of the defendant on July 3, 2019 was convened in D without the authority to convene a meeting, did not meet the quorum, and was resolved to dismiss the plaintiff even if there was no reason to dismiss the plaintiff.

3. Determination on this safety defense

A. The Defendant’s defense of this case is against the Plaintiff’s filing of the instant lawsuit. The Defendant’s filing of the instant lawsuit was merely a resolution that approves the submission of a draft of the Personnel (Disciplinary Action) Committee to the Plaintiff on July 3, 2019, and was held on July 24, 2019 by the personnel committee and decided to dismiss the Plaintiff, and thereafter there was a notice of dismissal against the Plaintiff.