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(영문) 인천지방법원 2015.04.17 2014가합8680
주주총회결의무효 및 부존재확인
Text

1. The plaintiff's primary claim and the first preliminary claim are dismissed, respectively.

2. The defendant dated June 29, 2014.

Reasons

1.The following facts of recognition may be found either in dispute between the parties or in full view of Gap evidence 1 to 11, Eul evidence 1-1 to 4 and the purport of all pleadings:

The defendant company (hereinafter referred to as the "defendant company") is a company with the purpose of leisure tourism and construction business.

B. At the time of February 28, 2014, C entered into a business contract with the Plaintiff that held 16,000 shares of the Defendant Company as of February 28, 2014, total number of shares issued by the Defendant Company. The main contents of the business contract are as follows.

The representative director C (hereinafter referred to as “A”) of the defendant company and the plaintiff who is the shareholder of the defendant company (hereinafter referred to as “B”) shall conclude a contract for the smooth operation of the business site of the defendant company as follows:

Article 1 (Relationship between A and B) and B shall be jointly representative directors for the smooth operation of the Defendant Company, and shall transfer 10% of the total shares out of the shares actually owned by Party A to a person designated by Party B, and shall operate the Defendant Company under two-person director system.

10% of the shares that are transferred by 4,000 shares shall be paid in preference to dividends of 5,000 won in total by 20,000,000 won in dividend of 10% and 20,000 won in total.

Article 10 (Matters of Special Agreement) In addition to the matters of the General Agreement above, the following matters shall be prescribed as the special agreement, and if there is any conflict between the general matters and the special agreement, the special agreement shall take precedence

1. In the Defendant Company’s business site, the consignment operation is operated by the purchaser when the purchaser wishes to operate the overall consignment operation, such as pension operation, in consultation with the Party A, but the dividend is 40% and 60%.

C. Under the foregoing business contract, C shall determine and transfer 4,000 shares out of 8,00 shares of the Defendant Company, which were owned by C at the time between D and D designated by the Plaintiff on February 28, 2014, as KRW 5,000 per share, and the total amount of transfer, KRW 20,000,000 per share.

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