1. All claims filed by the Plaintiff (Counterclaim Defendant) and the counterclaim claims by the Defendant (Counterclaim Plaintiff) are dismissed.

2. Of the costs of lawsuit.

A principal lawsuit and counterclaim shall also be deemed a principal lawsuit and counterclaim.

1. Facts of premise;

A. The instant company is a company that received alcoholic beverages from a liquor manufacturer and sells alcoholic beverages to retail stores, such as restaurants. The Defendant joined the instant company as a general partner on March 29, 2006. On December 28, 2012, the Plaintiff joined the instant company as a general partner and the Defendant respectively exercised the power of representation, etc. of the instant company on May 19, 2006. (ii) D joined the instant company as a general partner on May 19, 2006, and changed its liability to a limited partner on October 5, 2012, and E joined the instant company as a limited partner on October 5, 2012.

B. Provisions of the Commercial Act and the articles of incorporation of the instant company (hereinafter “Articles of incorporation”) related to the instant case, including relevant statutes, are as follows.

(1) If one or more members are designated by the articles of incorporation as managing members, those members shall have the right and duty to manage the affairs of a company.

(2) If other managing members raise an objection in respect to an act of management by an managing member, that member shall immediately suspend such act and follow a resolution of a majority of the managing members.

Article 202 (Joint Managing Members) If the articles of incorporation designates several members as joint managing members, any act of managing affairs shall not be committed without the consent of all such members.

However, this provision shall not apply if there is a possibility to delay.

Article 205 (Adjudication of Forfeiture of Power against Managing Members) (1) If a member is clearly unfit for managing the affairs or he/she has breached his/her material duties, the court may, upon the application of a member, adjudicate the forfeiture of the power against such member.

Articles 216 (Provisions Applicable Mutatis Mutandis) 205 and 206 shall apply mutatis mutandis to the representative member of a company.

Article 269 (Provisions Applied Mutatis Mutandis) Other than in this Chapter.