주주총회결의 부존재확인의 소
1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Basic facts
A. The defendant is a juristic person of KRW 700 million established for the purpose of real estate rental business, etc., and the plaintiff is an inside director on the defendant's registry.
The defendant's list of shareholders on December 14, 2018 stated that the plaintiff and G own 70,000 shares (5,000 shares per share) of the defendant's total outstanding shares of 140,000 shares (5,000 shares per share).
B. On August 30, 2019, G, the Defendant’s representative director, entered as the Plaintiff’s domicile in the Defendant’s register of shareholders, “Y (hereinafter “former domicile”) of Gangseo-gu, Busan (hereinafter “former domicile”)”, which was recorded as the Defendant’s domicile in the Defendant’s register of shareholders, refers to the Defendant’s temporary general meeting of shareholders (hereinafter “temporary general meeting of shareholders”) for the purpose of appointing the Defendant’s in-house directors
shall hold the meeting.
“A notice of convening a general meeting of shareholders was sent, but it was returned on September 9, 2019 due to the absence of closure.
C. Meanwhile, on September 10, 2019, the Defendant decided to appoint C and E as an internal director at the general meeting of shareholders of the instant case, which was held on September 10, 2019. C was appointed as the representative director of the Defendant on September 18, 2019.
[Reasons for Recognition] Facts without dispute, Gap evidence 1-1, 2, 10, 14, 26, Eul evidence 1, 2, 3, 13-3 and 4-4, the purport of the whole pleadings
2. The parties' assertion
A. The gist of the Plaintiff’s assertion 1) Although the convocation of the general meeting of shareholders is decided by the board of directors pursuant to Article 362 of the Commercial Act, there is procedural defect since the instant general meeting of shareholders was convened without the resolution of the board of directors. 2) Although the Defendant’s representative director knows that the Plaintiff’s present domicile was “I building and Jho-gu, Busan (hereinafter “former domicile”)”, he sent a notice of convocation of the general meeting of shareholders to the former domicile recorded on the register of shareholders, despite
In addition, G, the representative director of the defendant, was aware that the notice of convening the general meeting of shareholders was returned, but did not contact the plaintiff.
This is against the duty of loyalty and the good faith principle.