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(영문) 인천지방법원 부천지원 2021.02.05 2020가합105226
주주총회결의 부존재확인의 소
Text

1. Appointment of C as director, D as director and representative director, respectively, made at a general meeting of shareholders of the defendant.

Reasons

On February 2016, the Plaintiff and C entered into a business agreement to jointly implement a real estate development project upon the successful bid of land and buildings located in Yangcheon-gu Seoul Metropolitan Government E (hereinafter “instant real estate”).

C In order to acquire and develop the ownership of the instant real estate, on February 16, 2016, upon establishing the Defendant and taking office as a intra-company director, and all outstanding shares 4,000 shares were owned.

On March 4, 2016, the Plaintiff and C entered into a profit sharing contract (hereinafter “instant contract”) under which each of KRW 3 billion was invested in KRW 50 billion and the Defendant’s shares were held in 50%, and the Plaintiff and C received investment returns from real estate development.

The Defendant received a successful bid in the amount of KRW 7.65 billion and completed the registration of the transfer of ownership on June 14, 2016.

On March 2, 2016, the Plaintiff paid KRW 1110 million to C, from June 4, 2016 to July 14, 2016, and KRW 1216 billion in total.

The Plaintiff, C paid KRW 50 million on July 25, 2016, and the Defendant paid KRW 750 million on seven occasions from August 29, 2016 to December 15, 2016, respectively.

On November 20, 2017, the Plaintiff filed a lawsuit against C and the Defendant, which sought implementation of the procedure for expressing intent to transfer, notifying the transfer and opening the name of 2,00 shares (hereinafter “instant shares”) held by C, a half of the shares issued by the Defendant, which are half of the shares issued by the Seoul Southern District Court 2017 A, by the Seoul Southern District Court 253205 (hereinafter “instant shares”). On June 8, 2018, the said court rendered a judgment that “C shall transfer the instant shares to the Plaintiff; (i) notify the Defendant of the transfer; and (ii) the Defendant shall notify the Plaintiff of the transfer of the said shares; and (iii) the Defendant shall implement the procedure in the name of changing the shareholder’s name on the shareholder registry to the creditor.”

C and the defendant appealed against the judgment of the court of first instance (Seoul Southern District Court 2018Na 57696), but they were dismissed on May 10, 2019, and again appealed (Supreme Court 2019Da23836) (Supreme Court 2019Da 23836), but the judgment was dismissed on September 25, 2019 and became final and conclusive around that time (hereinafter referred to as "the judgment").

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