1. The instant lawsuit shall be dismissed.

2. The costs of the lawsuit shall be borne by C.

1. In fact, the Plaintiff is a non-profit incorporated association established for the purpose of investigating and researching women's problems, collecting data, and researching and developing policies on women. The Defendant is a person who was appointed as a director with the Plaintiff's power of representation on July 18, 2016, and C filed the instant lawsuit on behalf of the Plaintiff is the Plaintiff

2. After the Defendant was appointed as a director with the Plaintiff’s power of representation, the Defendant breached his duty of loyalty as a director by committing unlawful acts such as embezzlement, breach of trust, alteration of the articles of incorporation, special theft instruction, interference with audit, illegal convening of a general meeting and resolution.

The defendant's act constitutes grounds for dismissal of directors as stipulated in Article 385 (2) of the Commercial Act, Articles 61 through 64 of the Civil Act, and Article 8 of the articles of incorporation of the plaintiff. The plaintiff seeks to dismiss the defendant from the court based on the above provisions.

3. Determination

A. A lawsuit seeking the dismissal of the Defendant, who is a director, is aimed at the modification and formation of the existing legal relations, and constitutes a lawsuit for formation. Such a lawsuit may be brought only when there is a provision in the law.

(see, e.g., Supreme Court Decisions 200Da45020, Jan. 16, 2001; 92Da35462, Sept. 14, 1993). Based on the above legal principles, the Plaintiff, as a non-profit incorporated association, shall be subject to the provisions concerning incorporated associations under the Civil Act, as seen earlier. Unlike the provisions that allow a non-profit incorporated association to file a claim for removal of directors of a corporation in the Commercial Act (Article 385 of the Commercial Act), the Civil Act does not have any provision that a non-profit incorporated association may seek removal of directors of a corporation in the court.

B. In addition, the Plaintiff’s instant lawsuit was filed on behalf of the Plaintiff C.

However, unlike Article 394 of the Commercial Act, when a corporation files a lawsuit against a director, the auditor shall represent the corporation with respect to the lawsuit (Article 394 of the Commercial Act).