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(영문) 청주지방법원영동지원 2020.06.24 2019가합780
이사회결의 무효확인의 소
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. From February 27, 2017, the date of establishment of the Defendant Company, the Plaintiff held office as the representative director of the Defendant Company, and was dismissed by the instant resolution (as defined in the following sub-paragraph (d)). As seen below, D from November 12, 2019, which requested the Plaintiff to convene a board of directors of the Defendant Company, until November 27, 2019, the Plaintiff and E, C, and D were directors of the Defendant Company.

B. Around November 12, 2019, D demanded that the Plaintiff convene a meeting of the Defendant Company by making the subject matter of the meeting as a case of dismissal of the Plaintiff’s representative director and a case of appointment of a new representative director, but the Plaintiff did not comply therewith.

C. Around November 18, 2019, D notified the Defendant Company’s board of directors on the ground that the Plaintiff refused to convene a board of directors of the Defendant Company without good cause to the intra-company directors of the Defendant Company as a case of dismissal of the Plaintiff’s representative director and a case of appointment of a new representative director (hereinafter “instant case”). On November 27, 2019, D notified the Defendant Company that the board of directors should be convened.

(hereinafter “the instant muster notice”). On November 20, 2019, the Plaintiff notified that D’s internal directors of the Defendant Company would be subject to unfair disputes regarding the management right, and D’s representative director’s office would have stolen goods and filed a complaint for larceny. As such, D’s duties should be suspended, and D’s instant muster notice is invalid.

On November 27, 2019, the board of directors of the Defendant Company (hereinafter “Board of Directors of this case”) held on November 27, 2019 (hereinafter “the board of directors of this case”), C and D directly attended, and E participated in a resolution by the mobile phone app, which is a means of communication transmitting and receiving video and voice simultaneously.

The above board of directors shall agree with C and D on the agenda of this case referred to and have jurisdiction over E and dismiss the plaintiff from the representative director of the defendant company and appoint C as the representative director of the defendant company (hereinafter referred to as the "resolution of this case").

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