Vicarious Exercise of Shareholder's Claim

The shareholder's right to demand the payment of shares to the shareholders of a stock company is a special claim that is granted to the company, in light of the principle of equity balance, and is exclusively a special claim exclusive to the company. Thus, the shareholder's right to demand the payment of shares to the shareholders is based on the above right to demand the payment of shares to the shareholders, so a person other

Article 295 of the Commercial Act

Korea

Defendant 1 School Foundation and 7

Seoul Central District Court (66A6098) of the first instance court

The plaintiff's appeal against the main claim is dismissed.

The plaintiff's conjunctive claim added at the trial is dismissed.

Expenses for appeal shall be borne by the plaintiff.

Main Claim: Defendant 1’s school foundation pays KRW 1,783,242 to the Plaintiff; KRW 3,949,258 to Defendant 2’s limited partnership company; KRW 151,894 to Defendant 3; KRW 455,683 to Defendant 4; KRW 73,683 to Defendant 5; KRW 1,82,734 to Defendant 6; KRW 151,894 to Defendant 7; and KRW 65,922 to Defendant 8.

Costs of lawsuit shall be borne by the defendant, etc. and provisional execution declaration

Preliminary Claim: Defendant 1’s school foundation pays KRW 1,783,242 for the non-party corporation; KRW 3,949,258 for the defendant 2 limited partnership company; KRW 151,894 for the defendant 3; KRW 455,683 for the defendant 4; KRW 73,683 for the defendant 5; KRW 1,82,734 for the defendant 6; KRW 151,894 for the defendant 7; KRW 65,92 for the defendant 8.

Costs of lawsuit shall be borne by the defendant, etc. and provisional execution declaration

1. Appropriateness of requests for the payment of unpaid liquors;

A) Comprehensively taking account of the descriptions of Gap evidence 3-1, 2 (each statement of accounts), 4, 5, 6, and 6 of Gap evidence Nos. 3-1, 3-2 (each statement of accounts), and the whole purport of the parties' arguments, the non-party corporation whose shareholder is the defendant et al. shall be deemed to be the shareholder of the defendant et al. on November 27, 1953, and the non-party corporation shall be deemed to have received the above non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's non-party corporation's 77, 1963 as of July 28, 192, and the above non-party company's non-party company's non-party corporation's share capital increase and its non-party's claim.

B) The Plaintiff’s legal representative, on behalf of the above non-party company, asserts that each of the above non-party companies directly claims the amount stated in the claim within the scope of the unpaid occupancy amount, on behalf of the above non-party company, and the above non-party company should pay the above amount.

In light of the above, the claim for the payment of stock price as a title to the shareholders of the company is a special claim exclusive to the company, because it is the claim for the payment of stock price as a title to the shareholders of the company in principle, and the company's demand for the payment of stock price is based on the above claim for the shareholders, so a person other than the company can not exercise the right of subrogation before the occurrence of specific individual claims. In this case, as seen above, it is evident that the non-party company did not demand the payment of stock price after the second time, the plaintiff as the creditor of the non-party company cannot exercise the right of subrogation for the above company's exclusive and abstract

C) Under Article 15(1) of the Commercial Act, the Plaintiff’s legal representative asserts that as long as the above non-party company did not reduce capital, the abstract claim against the Defendant, etc. naturally became final and conclusive as a claim for the share capital in arrears. However, Article 15(1) of the Commercial Act under Article 295(1) of the Commercial Act provides that the company shall demand the payment of the share capital if it is impossible to reduce the capital to make the full payment of the share capital, it is merely that Article 295(1) of the Commercial Act provides that the company shall demand the payment of the share capital if the amount of the share capital has not been reduced, but it is not a provision that such procedure should be taken if the company does not follow the above procedure. Thus, the above assertion is unreasonable

2. Consultations

Therefore, the plaintiff's main claim or the conjunctive claim on the non-party company's ground that the non-party company can exercise the right of subrogation of the non-party company's claim for the non-party company's share price. The plaintiff's appeal against the main claim that is based on the judgment of the court below, which held that the non-party company's main claim or the conjunctive claim can be dismissed without any need to judge all of the remainder, is without merit. Thus, the plaintiff's appeal against the judgment of the court below which held that the main claim is based on the conclusion is justified

Judge Syle (Presiding Judge)