총회결의무효확인등
1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the plaintiff (appointed party).
1. The Plaintiff’s assertion made a resolution to dismiss the Plaintiff, etc. from office at an ordinary general meeting held on February 26, 2013 (hereinafter “instant resolution to dismiss the Plaintiff, etc.”). However, the instant resolution to dismiss the Plaintiff, etc. is against Articles 13 and 14 of the Defendant’s articles of association without going through the Disciplinary Committee while dismissing the Plaintiff, etc., and is contrary to Article 30 of the above articles of association as it did not give notice to the Plaintiff, etc., and if the head of the regional headquarters without qualifications attend the meeting and excludes the Plaintiff, the instant resolution to dismiss the Plaintiff, etc. does not meet the quorum as stipulated in Article 32(1) of the above articles
2. Determination as to the legitimacy of the instant lawsuit
A. Since the term of office of the defendant as the director of the defendant such as the plaintiff et al. has already expired, the lawsuit in this case is unlawful as there is no benefit of lawsuit.
B. Relevant legal principles 1) In the case of a juristic person under the Civil Act where there is no successor director who is appointed even though the term of office has expired, the former director may perform his/her previous duties until the new director is appointed, except in extenuating circumstances where it is deemed inappropriate to enable the former director whose term of office has expired to perform his/her duties. However, the former director's right to perform such duties shall be limited to cases where the former director whose term of office has expired is not a director but a director has to suspend his/her normal duties. Thus, if the juristic person can perform normal duties with another director whose term of office has not yet expired, it is not necessary to allow the director whose term of office has expired to continue his/her duties as a director, and in such a case, the former director naturally retires from his/her office (see, e.g., Supreme Court Decision 95Da4038, Dec. 23, 1996).