[1] Whether Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents shall apply to a housing redevelopment association established by the promotion committee which was approved prior to August 25, 2006, when the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006), and whether Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents shall apply to the selection of a contractor (affirmative)

[2] In a case where a housing redevelopment association, which received approval for the establishment of a committee prior to August 25, 2006, passed a resolution to select a contractor at the general meeting by means of competitive bidding as stipulated by the articles of association of the housing redevelopment association, in which the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006), was enforced, but the association or tendering company violated the purport of the articles of association, such as where the association or tendering company

[1] In full view of the developments and contents of the relevant provisions such as Articles 11 and 24 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006; hereinafter “former Act”), Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006; hereinafter “former Act”) and Articles 11 and 24 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 9444 of February 6, 2009; hereinafter “former Act”) and Article 24 of the Addenda to the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006); in the case of a housing redevelopment association established by preparing for establishment approval, the Minister of Construction and Transportation may select a contractor through a resolution at a general meeting.

[2] Where the articles of association of a housing redevelopment association which received approval for the establishment of a committee before August 25, 2006 that the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006, which was amended by Act No. 9444 of Feb. 6, 2009) provides that the selection of a contractor shall be "general competitive bidding or selective competitive bidding", barring any special circumstance, if a resolution of the selection of a contractor was adopted at a general meeting as prescribed by the articles of association, the general meeting resolution shall not be deemed null and void. However, even if a resolution of the selection of a contractor was adopted at a general meeting through competitive bidding, even if the association or tendering company formally violated the procedures or prohibition under the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents or the articles of association in the process of selecting a contractor, and an unlawful act affected the result of the general meeting resolution, it shall be deemed null and void.

[1] Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006), Articles 11 and 24 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 944 of February 6, 2009), and Article 24 of the Addenda to the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 9444 of May 24, 2006), Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960 of May 24, 2006), Articles 11 and 24 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents, Paragraph (2) of the Addenda to the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 9444

[1] Supreme Court Decision 2010Da38366 Decided May 10, 2012

Plaintiff (Law Firm Hannuri, Attorneys Kim Sang-won et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 201Na14488 delivered on May 1, 201

Seoul High Court Decision 2012Na3403 decided May 30, 2013

Of the lower judgment, the part of the lower judgment regarding the resolution on the agenda item No. 3 of the attached Table No. 3, which the Defendant rendered at the extraordinary general meeting on September 19, 2010, is reversed, and that part of the case is remanded to the Seoul

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As to the grounds of appeal on the claim to nullify the invalidity of the resolution on the agenda item No. 3 of the attached Table No. 3 adopted by the Defendant at the extraordinary general meeting on September 19, 201

A. (1) In full view of the developments and contents of the amendment, including Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960, May 24, 2006; hereinafter “former Act”), Articles 11 and 24 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960, May 24, 2006; hereinafter “former Act”) and Article 11 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 9444, Feb. 6, 2009; hereinafter “former Act”), Article 7960(2) of the Addenda to the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 7960, May 24, 2006); in cases where a housing redevelopment association was established by preparing for establishment approval before August 25, 2006, the Minister of Construction and Transportation shall select an association

(2) Meanwhile, in cases where the articles of association of a housing redevelopment association, which received approval for the establishment of a committee prior to August 25, 2006, provides that the selection of a contractor shall be “general competitive bidding or selective competitive bidding,” barring any special circumstance, if the general meeting passes a resolution to select a contractor pursuant to the articles of association, such a resolution shall not be deemed null and void, unless there are special circumstances. However, even if a cooperative or tendering company formally conducts a resolution to select a contractor through competitive bidding, it shall not be deemed null and void if it violates the procedures or prohibition stipulated in the Urban Improvement Act or the articles of association in the process of selecting a contractor, and it may be deemed that such unlawful act affected the result of the general meeting resolution regarding the selection of a contractor. Thus, if it violates the purport of the general meeting resolution regarding the selection of a contractor by competitive bidding, it shall not be deemed that such resolution was conducted in accordance with the articles of association.

B. (1) Review of the reasoning of the lower judgment, the reasoning of the first instance judgment partially admitted by the lower court, and the record reveals the following facts.

(A) Article 12(1) of the Defendant’s articles of incorporation provides that the selection of a contractor shall be made by means of a general competitive bidding or a competitive competitive bidding, and the public announcement shall be made at least once in a daily newspaper, and a proposal for participation shall be received and selected at a

(B) On June 19, 2010, the Defendant held an extraordinary general meeting for the selection of a contractor (hereinafter “six-month general meeting”). At the time, three companies, including shot Construction Co., Ltd., Large Forest Construction Co., Ltd., and Hyundai Construction Co., Ltd. (hereinafter “Single Construction, Large Construction, and Hyundai Construction”), participated in the bidding. A number of written resolutions were submitted overlapping, and the number of votes (including written resolution) exceeds 250 votes of the number of union members. Accordingly, the Defendant withheld the ballot counting among the general meetings and declared the closed meeting in consultation with the said three companies participating in the bidding.

(C) Afterwards, the Defendant followed the procedure for selecting a contractor on August 17, 2010, and re-tenderd for the selection of the contractor on August 17, 2010. Accordingly, the “Large Forest Construction consortium” was the number of votes obtained from 4,090,000 won per average construction cost, and Hyundai Construction was the number of votes obtained from 3,98,000 won per average construction cost, and 3,590,000 won per average construction cost. On September 4, 2010, the Defendant participated in the re-tender at the 3,590,000 won per average construction cost. On September 4, 2010, the Defendant was the construction cost at the time of being selected as the representative’s vote at the time of re-tendering modern construction with the minimum construction cost, and thereafter the remainder of the construction cost at the 3,5,000 square meters at the time of the 195th general meeting and 5,000 square.

(D) Meanwhile, on July 1, 201, 201, she was indicted on the charge of violating the Framework Act on the Construction Industry on the 201. 7. 1. 7. 5 billion won, and, on the other hand, Nonparty 1 sent the total amount of KRW 11,683,890,000 to the account under the name of Mawn C&C Co., Ltd. (hereinafter “Mawn C&C”), 201. 1. 6. 6. 6. 1. 6. 1. 6. 1. 2. 1. 1. 2. 1. 1. 1. 1. 5 billion won for each of the above members of the Defendant’s association, she was sentenced to KRW 500,000 to KRW 35,000,000,000 for each of the above 6. 1. 2. 1. 1. 62. 1. 622. 32. . 32. 32. 32. 32. 3

(2) The following facts revealed in light of the legal principles as seen earlier, ① the Defendant’s articles of incorporation stipulating that a contractor shall be selected by means of “general competitive bidding or selective competitive bidding” appears to be aimed at enhancing transparency in the process of selecting the contractor and promoting the interests of its members. ② Nevertheless, the Defendant’s act of having members present or vote at a general meeting by receiving a written resolution, etc. in order to select a contractor of the instant rearrangement project as a contractor for the rearrangement project, which would prejudice the fairness of competitive bidding, and infringing upon the members’ free decision-making right or right of choice, and thus contravenes the intent of the articles of incorporation to determine a contractor by means of competitive bidding; ③ The Defendant’s new procedure of selecting the contractor after the lapse of six months from the date of the general meeting was conducted, but it was deemed that the Defendant’s act of freely selecting members of the relevant construction project and then did not have any influence on the general meeting’s decision-making method by 90 million won and 900 billion won, even after the first of June, 2010.

C. Nevertheless, on different premises, the lower court determined that, notwithstanding the act of offering money or goods to the members of the Construction Construction, the resolution of the selection of the contractor at the 9th general meeting is not null and void. In so determining, the lower court erred by misapprehending the legal doctrine on the lawful requirements of the resolution of the selection of the contractor, which affected the conclusion of the judgment. The allegation contained in the grounds of appeal

2. As to the remainder of the grounds of appeal

The court of final appeal may investigate and determine only within the extent of filing an appeal based on the grounds of final appeal. As such, the grounds of final appeal should specify the grounds of final appeal and indicate specific and explicit reasons as to which part of the judgment below is in violation of the statutes. If the grounds of final appeal submitted by the appellant does not state such specific and explicit reasons, the grounds of final appeal should be treated as not submitting the grounds of final appeal (see Supreme Court Decision 2008Da14633, Apr. 14, 201).

The Plaintiff appealed against the entire part of the judgment of the court below against the Plaintiff, but with respect to claims other than the “request for confirmation of invalidity as to the three agenda items (case of the selection of work executor) among the resolution of the general meeting in September, there is no indication in the petition of appeal and there is no statement in the appellate brief as to the grounds for objection.

3. Conclusion

The judgment of the court below omitted the determination on the remaining grounds of appeal, and reversed the part concerning the resolution on the agenda item No. 3 of the attached Table No. 3 (the case of selecting a work executor) at an extraordinary general meeting on September 19, 2010, and remanded this part of the case to the court below for further proceedings consistent with this Opinion. The remaining parts of the appeal are all dismissed. It is so decided as per Disposition by the assent of all participating Justices.

Justices Lee In-bok (Presiding Justice)