1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

1. Basic facts

A. The Defendant was appointed as the Plaintiff’s auditor on February 27, 2010.

B. The Defendant, while holding office as the Plaintiff’s auditor, received KRW 62.5 million in total from the Plaintiff from March 2010 to March 2012, and received KRW 28 million in total, each month from April 2012 to January 2, 2013, 69,872 in annual allowances in 2010, and 1,00,287 in annual allowances in 2011, respectively.

(Total.92,170,159). (c)

On May 15, 2013, the Defendant was dismissed from office at the Plaintiff’s temporary shareholders’ meeting.

[Ground of recognition] Unsatisfy, entry of Gap evidence 3 through 5 (including virtual numbers; hereinafter the same shall apply), the purport of the whole pleadings

2. Determination as to the cause of claim

A. The Plaintiff’s remuneration for an auditor of the alleged stock company shall be determined by the resolution of the general meeting of shareholders when the articles of incorporation does not determine the amount (Articles 415 and 388 of the Commercial Act). Article 30 of the Plaintiff’s articles of incorporation provides that “the remuneration for an officer shall be determined by the resolution of the general meeting of shareholders.” Thus, the Defendant’s remuneration should be determined by the resolution of the general

In addition, the defendant has already been in office as the chief director of the school juristic person K and could not hold an office concurrently for the plaintiff's audit duties, and even if the defendant was legally in office for the defendant, the defendant did not have the plaintiff's employee attend the office or carried out the audit duties, such as having the plaintiff's employee affix his seal and affix his false seal to

Therefore, the Defendant’s receipt of KRW 92,170,159 in total from March 2010 to January 2013 constitutes unjust enrichment and thus, the Defendant is obligated to return it to the Plaintiff.

B. Where the articles of incorporation stipulate that the remuneration of directors or auditors (hereinafter “executive officers”) shall be determined by a resolution of the general meeting of shareholders, the company shall be a company regardless of its name, such as monthly pay, bonus, annual salary, etc.