1. The plaintiff A's lawsuit shall be dismissed.

2. The plaintiff B's claim is dismissed.

3. The costs of lawsuit are assessed against the plaintiffs.

1. Basic facts

A. On November 27, 2013, the Defendant was a juristic person established for the purpose of selling real estate in units and executing affairs, etc., and the total number of outstanding shares at the time of establishment was 200 weeks (5,000 won per share) and Plaintiff A owned 80 weeks, Plaintiff B owned 60 weeks, and F owned 60 shares.

B. While Plaintiff A was appointed as the representative director of the Defendant, on April 11, 2014, Plaintiff A resigned from the office of director and representative director. Plaintiff B was appointed as the Defendant’s director, but retired from office on November 27, 2016.

C. As of February 20, 2017, the Defendant’s register of shareholders is recorded as being held by G 40 shares out of total issued shares of 200 shares, H 60 shares, and I 10 shares.

On February 20, 2017, the Defendant made a written resolution with the written consent of three shareholders on the above list of shareholders to appoint D, E, and F as directors (hereinafter “instant resolution”).

[Ground of recognition] Facts without dispute, Gap evidence 1 and 6-3 and 5-5, the purport of the whole pleadings

2. The plaintiffs' assertion

A. D accepted the Defendant’s shares from the Plaintiffs and F, but the Defendant’s representative director F in collusion with G, H, and I (hereinafter “G, etc.”) did not receive the Defendant’s notice of the transfer of the shares, and transferred the title of G, H, and I (hereinafter “G, etc.”) as if they acquired the Defendant’s shares, and notified G, etc.

However, the defendant's legitimate shareholder at the time of the resolution of this case is still the plaintiffs, so the resolution of this case was made by those who are not shareholders, and there is no serious defect.

Therefore, the plaintiffs, who are legitimate shareholders of the defendant, seek confirmation of the absence of the resolution against the defendant.

B. Even if the plaintiffs are obligated to transfer the defendant's shares to D, the plaintiffs were at least the defendant's legitimate directors at the time of the resolution of this case, and there is a benefit in action to seek confirmation of non-existence of the resolution of this case.

3. This.