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(영문) 서울고등법원 2018.04.05 2017나2062458
이사선임결의 무효 등 확인
Text

The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

Purport of claim and appeal

The judgment of the first instance.

Reasons

1. The court's explanation of this case is identical to the reasoning of the judgment of the court of first instance, except for the addition of the judgment by this court under paragraph (2) of this Article, thereby citing this case as is in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. Additional determination by this Court

A. As to the Plaintiff’s assertion on the benefit of confirming the absence of a resolution of general meeting (approval), the Plaintiff asserts that “the appointment of executive officers, including directors, shall be subject to the resolution (approval) by the general meeting.” However, there was no resolution of the general meeting with respect to the appointment of each director listed in the attached Form 1 of the judgment of the first instance. For the same reason, the Plaintiff sought confirmation of the absence of a resolution of general meeting (approval) with the purport that the above directors did not have a legitimate status as the Defendant. Therefore, this part of the claim

As stated in the first instance court, the Plaintiff cannot be deemed to have legal interest in seeking confirmation of non-existence of the resolution on the appointment (approval) of the above general meeting, unless the Defendant asserts that the above director did not go through a separate general meeting resolution after the appointment of each of the above directors, and even if the Plaintiff claims this part for the purpose of denying the status of the officer, it cannot be deemed that the interest in confirmation of the claim is recognized solely for such reason.

The plaintiff's assertion on this part is without merit.

B. As to the Plaintiff’s assertion on the validity of the appointment procedure of directors and the resolution of the board of directors of this case, it is evident that the Plaintiff’s articles of incorporation provides that the appointment of executive officers, including directors, shall be subject to the resolution of the general meeting (approval), and Article 10(2) of the articles of incorporation provides that the appointment of the chief executive officer shall be made before the resolution of the general meeting.

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