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

A. On August 13, 1986, the Plaintiff is a juristic person established for the purpose of the aerial photography business, the plane surveying business, the map production, and the numerical map production business, and the Defendant is delegated with the authority of the Minister of Land, Infrastructure and Transport to register surveying business and to accept the report of suspension or closure of surveying business by the surveying business operator pursuant to Article 105(1) of the Spatial Data Establishment and Management Act (hereinafter “Spatial Data Management Act”) and Article 103 of the Enforcement Decree of the same Act.

B. On January 5, 2012, the Plaintiff, without a special resolution of the general meeting of shareholders, transferred all rights and duties (including related patents and business performance) pertaining to spatial image drawing business (registration number: 01-4036) and numerical image drawing business (registration number: 01-6095; hereinafter referred to as “survey business”) in relation to spatial image drawing business (including spatial image drawing business) to advanced spatial data at KRW 20 million, without a special resolution of the general meeting of shareholders, and the high-tech spatial data reported the transfer or takeover of the said survey business to the Defendant on February 8, 2012 (hereinafter referred to as “instant transfer or takeover contract”).

C. On April 22, 2015, the Plaintiff filed a lawsuit seeking nullification of the transfer and return of unjust enrichment with the Suwon District Court’s Ansan Branch 2015Gahap996, claiming that the transfer agreement of this case was null and void because it did not undergo a special resolution of the general meeting of shareholders.

On November 5, 2015, the said court rendered a judgment against the Plaintiff on the ground that the Plaintiff’s business was in a state corresponding to the discontinuance at the time of entering into the instant transfer and acquisition contract, and that the instant transfer and acquisition contract is unnecessary for a special resolution of the general meeting of shareholders.

Accordingly, the Plaintiff appealed in Seoul High Court No. 2015Na2067527, and the above appellate court erred by failing to obtain a special resolution of the Plaintiff’s general meeting of shareholders, since it is difficult to deem that the Plaintiff was in a de facto state of closure at the time of conclusion of the instant transfer and acquisition contract.