The case holding that the resolution method of a general meeting of shareholders is considerably unfair on the ground that one shareholder of a company comprised of two shareholders unfairly obstructed the position of another meeting place, and the method and method of resolution are contrary to the good faith principle.

The case holding that the resolution method of a general meeting of shareholders is considerably unfair on the ground that one shareholder of a stock company comprised of two shareholders unfairly obstructed the position of other shareholders in the meeting place, and that the resolution method and resolution method are not made to guarantee to the maximum extent the exercise of voting rights by other shareholders who delayed than the time when the meeting is held, and thus it violates the good faith principle

Article 376(1) of the Commercial Act, Article 2 of the Civil Act

Hong LLC (Attorney Park Tae-hun et al., Counsel for the plaintiff-appellant)

New Insurance Co., Ltd. and (Attorney Kim Jong-woo, Counsel for defendant-appellee)

Seoul High Court Decision 95Na39597 delivered on July 23, 1996

The judgment below is reversed and the case is remanded to Seoul High Court.

We examine the grounds of appeal.

1. On the first ground for appeal

According to the reasoning of the judgment below, the court below rejected the plaintiff's assertion that the non-party, the representative director of the defendant company, intentionally obstructed the situation of the meeting place of the non-party 1, which is the plaintiff's agent who arrived at the meeting place of this case by posting 7 or 8 employees of the defendant company at the meeting place of this case, outside the meeting place of this case. The court below rejected the plaintiff's assertion that the non-party 1, who is the plaintiff's agent, has attended the meeting place of the defendant company on behalf of the plaintiff since 192, and the non-party 1, who is the plaintiff's agent, has attended the meeting place of the defendant company on behalf of the plaintiff since 192. The non-party 1, who is the plaintiff's agent, prepared an outside visit place as requested by the defendant company at the meeting place of this case, and prepared an outside visit place at the meeting place of this case at 10:08, the chief of the meeting place of this case, and received the non-party 1, the secretary of the defendant company's office.

However, the above fact-finding by the court below is hard to accept for the following reasons.

The court below demanded that the above 3-day meeting place for the above 1-day meeting place for the above 5-day meeting place for the above 1-day meeting place for the above 1-day meeting place for the plaintiff company's above 1-day meeting place, and the above 1-day meeting place for the above 3-day meeting place for the above 4-day meeting place for the plaintiff company's 1-day meeting place for the above 1-day meeting place for the above 4-day meeting place for the above 1-day meeting place for the above 1-day meeting place for the above 1-day meeting place. The above 1-day meeting place for the plaintiff company's 1-day meeting place for the above 5-day meeting place for the above 1-day meeting place for the above 9-day meeting place for the above 1-day meeting place for the plaintiff company's 1-day meeting place for the above 9-day meeting place for the above 1-day meeting place for the above 9-day meeting place for the above 1-day meeting place for the above 9-day meeting place for the above 5-day meeting place.

Therefore, the above part of the testimony of the court of first instance among the testimony of the court of first instance should be deemed to be reliable. However, the court below recognized that the above party's employee did not interfere with the entry of the general meeting of this case into the meeting place of this case by reliance on all the above statements of the court of first instance and the court of first instance that are hard to believe in light of the empirical rule without reliance on the whole of the above testimony of the court of first instance, such as the summons of the court of first instance and the witness of the court below, and only the witness of the court below, etc.

2. On the third ground for appeal

According to the reasoning of the judgment of the court below, the court below acknowledged, based on the evidences of macroscopic evidence, that the general meeting of shareholders of this case took place in the order of the items stated in the notice of convening 10:0,00 at the meeting of the remaining shareholders, excluding the plaintiff's side, and decided the items Nos. 1, 2, and 3 from among the items of items Nos. 1 through 4 until before the above regular meeting enters the meeting, and decided the above items No. 4 in the attendance at the above regular meeting. Since it is reasonable that the resolution of the general meeting of shareholders should be formed for each item of items and its defect should be determined by the above items of items, the resolution of the general meeting of shareholders should be made for each item of item of the case, and there is no obligation to invalidate and re-examine the items already passed for the late meeting, and this legal principle is the same even if the general meeting of shareholders was held in the form of a simple meeting of shareholders because it is only four members of the general meeting of this case, and thus, it should be justified and rejected the plaintiff's legally.

However, as seen earlier, this case’s resolution, which is the chief of the above general meeting of shareholders, is likely to affect the above resolution of the above company’s general meeting of shareholders by means of the above 4-mentioned method, and thus, if the above resolution of the company’s general meeting of shareholders were to affect the above resolution of the company’s general meeting of shareholders without any instruction as to the above 1-mentioned meeting place, the above 4-mentioned meeting place was not held unfairly and the above 1-mentioned meeting place was impossible to exercise voting rights. According to the records, the above 4-mentioned balance sheet and profit and loss statement among the above 4-mentioned resolution of the company’s general meeting of shareholders, the appointment of the auditor, who is the 3-mentioned agenda item, shall be decided with the consent of the majority of the shares issued by the plaintiff’s general meeting of shareholders and the above 2-mentioned resolution method, which does not affect the above 3-year resolution of the company’s general meeting of shareholders. Thus, the above amendment of the articles of incorporation shall be decided with the consent of at least 4 percent of the total voting shares issued by the plaintiff.

Nevertheless, the court below determined that the resolution of the above general meeting of shareholders was lawful on the grounds as stated in its reasoning. The court below erred by misapprehending the legal principles on the revocation of the resolution of the general meeting of shareholders, which affected the conclusion of the judgment.

3. Therefore, without examining the remaining grounds of appeal, we reverse the judgment below and the case is remanded to the court below. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Jong-sik (Presiding Justice)