[1] Whether a doctor of a simple university hospital, who is not a director of a university hospital, has the interest in a lawsuit seeking confirmation of invalidity of the resolution of the board of directors of the university hospital (negative)

[2] Where the articles of association of a national university-affiliated hospital provides that the president of a university hospital and the president of a medical school shall be an ex officio director of the board of directors of a university hospital, the case holding that the person acting for the president of a university hospital and acting for the president of a medical school shall be qualified

[1] In general, in order to have an interest in confirmation, there should be an interest in the legal relations. In the case of a lawsuit seeking confirmation of invalidity of the board of directors resolution, there should be an individual interest in the resolution of the board of directors. It is insufficient to say that there is an interest in the case of a lawsuit seeking confirmation of invalidity of the board of directors resolution, and there is an interest in the confirmation only with respect to the appropriate operation of the corporation, as long as the effect of the resolution of the board of directors on all the internal-related persons of the corporation depends on the pertinent legal relations. The intention of a simple university hospital that is not the director of the university hospital is not a director of the university hospital, and there is no interest in the confirmation. In addition, there is no interest in seeking confirmation of the resolution of the board of directors.

[2] Where the articles of association of a national university-affiliated hospital provides that the president of a university hospital and the president of a medical school shall be an ex officio director of the board of directors of a university hospital, the case holding that the person acting for the president of a university hospital and acting for the president of a medical school shall also be qualified

[1] Articles 57 and 58 of the Civil Act, Article 228 of the Civil Procedure Act / [2] Articles 57, 58, and 691 of the Civil Act

[2] Supreme Court Decision 94Da12371 delivered on April 14, 1995 (Gong1995Sang, 1844)

Kim U.S. and twenty-four others (Attorney Kim Tae-young, Counsel for the plaintiff-appellant)

Defendant (Law Firm Cheongung, Attorneys Yoon-sik et al., Counsel for the defendant-appellant)

October 6, 1999

1. The plaintiff 1 to 24 shall be dismissed respectively.

2. On April 22, 1999, the 28th meeting of the Defendant’s 28th meeting confirms that the resolution recommended Nonparty 1 to Nonparty 1 and Han Han-hee as the Defendant’s hospital candidate is null and void.

3. Of the costs of lawsuit, the part arising between the plaintiffs 1 through 24 and the defendant is assessed against the above plaintiffs, the part arising between the plaintiff 1 and the defendant, respectively.

Paragraph 2 of this Article.

1. Determination as to whether each of the lawsuits by plaintiffs 1 through 24 is legitimate

The above plaintiffs, as doctors belonging to the defendant hospital (hereinafter only referred to as the defendant hospital), seek confirmation of invalidity of the resolution of the board of directors as stated in Paragraph 2 of Article 2 of the Decree while only the rest of the directors and the auditor are present without giving a notice of convening a board of directors to the non-party representative director of the hospital, the ex officio director of the above hospital, and the non-party representative director of the university, the non-party representative director of the

Therefore, in order to have the interest in confirmation, the legal relationship should cause danger or apprehension existing in the rights or legal status of the complainant, and in the case of a lawsuit seeking confirmation of invalidity of the resolution of the board of directors, there is insufficient personal interest as to the resolution of the board of directors, and as long as there is an individual interest in the lawsuit seeking confirmation of invalidity of the resolution of the board of directors, the legal interest in the appropriate operation of the corporation should have a full legal interest in the appropriate operation of the corporation. The above plaintiffs who are not the director of the defendant hospital, merely the intention of the above hospital, but merely the above plaintiffs who are not the director of the defendant hospital, are not the directors of the above hospital, are not likely to cause danger or apprehension in their rights or legal status due to the resolution of the board of directors, and the above plaintiffs do not have a full legal interest in the appropriate operation of the above hospital. Accordingly, the plaintiffs are not

2. Determination on the claim by the plaintiff Han-chul

A. Determination on this safety defense

The defendant hospital asserts that the above plaintiff's lawsuit is unlawful on the ground that the above plaintiff did not have a full legal interest in the above resolution of the board of directors, and that the resolution of the board of directors is invalid, without convening a notice of convening a board of directors to the non-party Han-hee and the plaintiff Han-hee who is an ex officio director of the defendant hospital, and only the other directors and auditors present at the meeting. However, as seen earlier, the above plaintiff is naturally qualified as a director in accordance with the articles of incorporation of the defendant hospital, and therefore the above plaintiff is entitled to exercise the right to exercise voting rights, so long as the above resolution of the board of directors adopted by the defendant hospital to exclude the above plaintiff from the above plaintiff's participation is legitimate, the above plaintiff as the director is entitled to seek confirmation. Thus, the defendant hospital's defense is not justified.

B. Judgment on the merits

(1) The basic facts

The following facts are not disputed between the parties, or can be acknowledged in full view of the whole purport of the pleadings as stated in Gap evidence Nos. 1, 2, and Eul evidence Nos. 1, 2, and 1, 2-1, and 2, and there are no other objections.

(A) The defendant hospital is a juristic person established under the Act on the Establishment of National Foundation, and Article 8 (Director) of the Articles of Incorporation of the defendant hospital provides that (name omitted), the president of the National University, the president of the above school, the director of the above school, one public official of Grade III or higher designated by the Minister of Finance and Economy, one public official of Grade III or higher designated by the Minister of Education, one public official of Grade III or higher designated by the Minister of Education, and three or more appointed directors appointed by the Minister of Education on the recommendation of the board of directors of the above hospital shall be ex officio director of the above hospital, and the other public officials appointed by the Minister of Education shall be appointed by the Minister of Education on the recommendation of the board of directors. According to Article 15, when convening the board of directors, the defendant hospital shall notify the director and the auditor of the meeting, stating the purpose, date, and place of the meeting at least before

(B) Around August 1998, Nonparty 1 was appointed as the head of the Defendant Hospital, but around February 1999, Nonparty 1 was dismissed from his position due to the case of bribery related to the supply of medical devices, etc., and Nonparty 1 was the representative of the Defendant Hospital pursuant to the above articles of association, and Nonparty 2, who was the head of the Defendant Hospital, was the head of the Defendant Hospital, and Nonparty 2, the president of the Defendant Hospital, the president of the (name omitted) University, appointed Nonparty 1 as the president of the medical college.

(C) In convening a temporary directors' meeting on April 22, 1999, the defendant hospital did not give a notice of convening a temporary directors' meeting in the manner prescribed by the above articles of incorporation to the above Han-hee and the plaintiff Han-hee, and only the rest of the directors and auditors, etc. were present and passed a resolution as stipulated in Paragraph (2) above.

(2) Determination of the parties’ assertion

(A) The party's assertion

The above plaintiff is the acting representative of the head of the defendant hospital, and the above plaintiff is naturally qualified as the ex officio director of the defendant hospital. Thus, the above plaintiff should have held the above notice of convening a board of directors. Accordingly, the defendant hospital merely stated that the acting representative of the head of the above hospital or the acting representative of the above head of the medical school is in a temporary position to perform temporary duties until the appointment of the head of the above hospital or the head of the above medical school. Thus, the above plaintiff's resolution of the board of directors is lawful.

(B) Determination

Therefore, we examine whether the above plaintiff was qualified as a director of each defendant hospital at the time of the above resolution of the board of directors. Generally, the acting director of the above hospital or the acting director of the above medical school shall be deemed to have the authority to perform the same duties as the above director of the hospital or the above director of the medical school until he resigns from his office or is appointed as the director of the regular hospital or the director of the medical school. The purport of Article 8 of the articles of association of the defendant hospital which provides the above director of the above hospital and the medical school as the ex officio director of the defendant hospital is not to grant the qualification as a director to the above director of the hospital or medical school, and it is reasonable to allow the above director to participate in the board of directors in the nature of the duties of the above director of the hospital and medical school and reflect opinions on the operation of the hospital in the opinion that it is reasonable to allow the above director to represent the interest of the defendant hospital and the director of the medical school, and the above director of the above hospital and the above medical school cannot be held as the board of directors and the above opinion of directors.

3. Conclusion

Therefore, the lawsuit against the defendant hospital by the plaintiff 1 through 24 is dismissed, respectively, by being unlawful, and the claim against the defendant hospital by the plaintiff 1-24 shall be accepted for the reasons, and it is so decided as per Disposition.

Judges Kim Dong-ho (Presiding Judge)