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1. All part of the instant lawsuit seeking confirmation of the invalidity of each resolution of the board of directors by Defendant School Foundation C shall be dismissed.
Reasons
1. Basic facts
A. The Plaintiff is the transferor who entered into a contract with Defendant B to transfer the operating rights, etc. of the educational foundation D (hereinafter “D”) and E High School maintained and managed in D, and Defendant B is the transferee of the Plaintiff, and Defendant C (hereinafter “Defendant C”) is the educational foundation whose name was changed after Defendant B acquired D.
B. On July 26, 2012, the Plaintiff and F entered into an agreement with Defendant B on the transfer of the right to operate a high school operated by the said corporation D and E High School (hereinafter “instant agreement”) and its main contents are as follows:
(A) Article 1(2)(Purpose) of this Arrangement aims to provide for the rights and obligations in transferring the management rights of the Plaintiff and FD and Ehigh school to Defendant B through legitimate procedures.
Article 2 (Subject Matter) The objects to be transferred by the Plaintiff and the F to Defendant B shall be as follows:
1. All management rights in the E-high school:
2. Authorization and permission rights acquired by E high schools;
3. The term “transfer of management rights” under Article 3 (Transfer of Management Rights) and Article 2 (Transfer of Management Rights) subparagraph 1 of the same Article means replacing all the chief director, directors and auditors as designated by Defendant B.
Accordingly, Defendant B shall take over the matters of Article 2.
C. On August 9, 2012, D held the board of directors on August 29, 2012 pursuant to the instant agreement and passed a resolution to appoint G and H recommended by Defendant B and Defendant B as a new director.
(A) No. 3. D.
In addition, D held the 31st board of directors on November 29, 2012, and passed a resolution to dismiss I, directors J, and directors K at the time, and passed a resolution to appoint Defendant B as the chief director, Defendant B as Defendant B’s denied L and M and N recommended by Defendant B.
(A) No. 4, e.
After March 6, 2013, the name of D was changed into “School Foundation C” (hereinafter referred to as “Defendant C” without distinguishing D and Defendant C), and June 24, 2013.