method of resolution for expulsion of any partner of a limited partnership company

If a member of a limited partnership company passes a resolution to dismiss another member in accordance with Article 220 of the Commercial Code, even if any reason for expulsion is the same, it is necessary to make an individual resolution for each person to be expelled, and it is not possible to make a resolution to dismiss the person collectively.

Articles 269 and 220 of the Commercial Act

Plaintiff Limited Partnership Company

Defendant 1

Defendant 2

Chuncheon District Court of the first instance (Law No. 73 Gohap94, Counsel for the defendant-appellant)

1. Revocation of the part concerning defendant 1 in the original judgment;

The plaintiff's claim against the defendant 1 is dismissed.

2. The plaintiff's appeal against the defendant 2 is dismissed.

3. Litigation costs of the first and second instances between the Plaintiff and Defendant 1, and the Plaintiff’s appeal costs against Defendant 2 are all borne by the Plaintiff.

The plaintiff expulsions Defendant 1 and Defendant 2, who is a general partner with unlimited liability of the plaintiff company. The costs of lawsuit are assessed against the defendants.

The part against Defendant 2 in the original judgment shall be revoked.

The above defendant, who is a partner with limited liability of the plaintiff company, was expelled. The plaintiff and the above defendant sought a judgment that the costs of lawsuit between the plaintiff and the above defendant should be borne by the above defendant, and the defendant 1 sought a judgment as set forth in the Disposition 1.

1. A limited partnership company established by the plaintiff company for the purpose of ordinary passenger transport business, and its members are four general partners, including the defendant 1 and the defendant 2, the non-party 1 and the non-party 2, who are limited partners. There is no dispute between the parties concerned.

The plaintiff as the cause of the plaintiff's claim. Since the defendant 1, 1969.7. 11, 1969, and the defendant 2, who is the wife of the defendant 1, from January 1, 1970 to April 1972, 197, paid 860,00 won to the defendant 2 as monthly salary after giving the name of the plaintiff 1's president, and 7,000 won was paid to the plaintiff 1's members of the company's company's company's money to the defendant 20,000 won was embezzled to the defendant 1's company's 20,000 won, and (2) the plaintiff company's annual settlement of accounts should be made in accordance with the government's fiscal year and distributed profits and losses to the non-party 1, 200,000 won to the non-party 2's general meeting of members, the plaintiff 1 and 2,000 won did not comply with the plaintiff 1's general meeting of members.

2. First, according to Article 269 and Article 220 of the Commercial Act, the plaintiff's request for expulsion against the defendant 1 can be concluded without the consent of the second-party partner, and the remaining non-party 2's resolution cannot be concluded with the consent of the second-party partner because the second-party company's request for expulsion cannot be concluded with the second-party company's non-party company's non-party-2's non-party-2's non-party-2's non-party-2's non-party-party-2's non-party-2's non-party-2's non-party-2's non-party-party-2's non-party-party-2's non-party-party-2's non-party-party-2's non-party-party-2's non-party-party-party-2's non-party-party-party company's non-party-party-2's non-party-party-party-2's non-party-indicted company's non-party-2's non-party-indicted.

3. The following reasons for the judgment against the plaintiff's claim against the defendant 2 are as follows: (1) as mentioned above, the resolution of expulsion against the above defendant is not valid by the majority of all the members other than the above defendant under Articles 269 and 220 of the Commercial Act; (2) The plaintiff's claim against the above defendant is not justified by this point; and (3) the plaintiff's claim against the above defendant is identical to that of the original judgment except for adding the plaintiff's judgment to the following arguments, so the court below's decision is accepted pursuant to Article 390 of the Civil Procedure Act (However, according to the evidence Nos. 1 to 24 of the above evidence No. 8-1972, it can be acknowledged that the defendant 2 participated in the resolution at the general meeting of members for the settlement of the plaintiff company's general meeting of members in 1969-1972 and the report, etc. pursuant to the above resolution was submitted to the competent tax office, etc., but it is natural that the defendant 2 conspired with the above facts findings and evidence are not legitimate.

(A) The plaintiff asserted that the defendant 2 was in a position unrelated to the business of the company at all and in collusion with the defendant 1 on June 13, 1970 that he was paid KRW 7,000 as the chairman's travel expense list and embezzled the company's gold funds and committed an unlawful act in the course of business execution. Thus, according to the evidence No. 10-2 of No. 10 without dispute over the establishment, the defendant 2 was paid KRW 7,000 as travel expense list on the date of the above plaintiff's assertion. However, in full view of the purport of the testimony of the non-party 4, non-party 5 of the court below and non-party 5 of the party witness at the court below and the whole purport of the party's argument, it can be acknowledged that the defendant 2 was paid the above money with the meaning of expenses or consideration for the actual provision of labor to assist the plaintiff 1's business execution. In light of the amount of money, it is not justified for the plaintiff's assertion that Article 269 (1) of the Commercial Act applies mutatis mutandis.

(B) As between January 1, 1970 and April 1972, Defendant 2 used the name of the chairman and participated in the company's business. This is alleged to be a reason for expulsion, and thus, Defendant 2 was granted the name of the chairman of the company during the above period, and received monthly salary from Defendant 1 during the above period. The fact that Defendant 2 performed part of the company affairs by Defendant 2 during the above period is identical to the original judgment cited by the member. However, even in the case of evidence, Defendant 2 was the managing member of the company, Defendant 1 was acting on behalf of the company, or was in fact represented by the company or representing the company within the authority of the company. Rather, considering the testimony of Nonparty 4 and 5 of the above witness and the purport of the party's argument, Defendant 2 can only be acknowledged as part of the company's ordinary affairs with Defendant 1's consent, and it can be acknowledged as being in fact supported in part of the plaintiff's ordinary affairs under the same purport.

4. Therefore, all of the plaintiff's claims against the defendants are without merit, and they are dismissed. Since the part concerning defendant 1 in the original judgment is unfair with the opinion of the party member, it is so revoked and the plaintiff's claims against the above defendant are dismissed, and the original judgment is just and the plaintiff's appeal against the defendant 2 is without merit, and it is so decided as per Disposition by applying Articles 96, 95, and 89 of the Civil Procedure Act to the cost of lawsuit.

Judges Park Jong-dae (Presiding Judge)