Whether there is a benefit in action to seek nullification or revocation of the absence of the original resolution, in case where all officers appointed by a resolution of the general meeting of shareholders fail to take office or resign from the position, and thereafter new officers are elected at the general meeting of shareholders and then the registration of appointment has been completed.

In a lawsuit seeking the non-existence or invalidity of a resolution of appointment of an officer at a general meeting of shareholders or the revocation of such resolution, if all the officers appointed by such resolution fail to take office or resign from the position, and thereafter the subsequent officers are elected by a resolution of a new general meeting of shareholders and completed registration of appointment, the new resolution of the general meeting of shareholders shall be deemed to have no legal interest in seeking the non-existence or invalidity of such resolution, or the revocation of such resolution, even though there are any defects in the resolution of appointment of an officer at the original meeting of shareholders, unless there are special circumstances such as the absence or invalidity due to procedural defects other than the defect of the general meeting called the general meeting convened by an unentitled person

Articles 380 and 386 of the Commercial Act; Articles 226 and 228 of the Civil Procedure Act

Supreme Court Decision 90Meu1158 delivered on December 13, 1991 (Gong1992, 496) 91Da8715 delivered on February 28, 1992 (Gong1992, 1149) (Gong149 delivered on February 24, 1995)

Plaintiff 1 and one other

Han Han-chul, Inc.

Seoul High Court Decision 94Na8404 delivered on September 7, 1994

All appeals are dismissed.

The costs of appeal are assessed against the plaintiffs.

The grounds of appeal are examined.

In a lawsuit seeking the non-existence or nullification of a resolution of the general meeting of shareholders or the revocation of such resolution, if all officers appointed by the resolution are not appointed to the position or resign from the position, and if the new officer is elected by the resolution of the general meeting of shareholders thereafter and the registration of appointment has been completed, it shall be deemed that there is no benefit of lawsuit seeking the non-existence or invalidity of the resolution or the revocation of the resolution, even though there is any defect in the resolution of the new general meeting of shareholders, unless there are special circumstances such as the absence or invalidity due to the defect in the procedure or the contents other than the defect of the general meeting called the general meeting convened by the unentitled person, or the cancellation of the resolution, and there is no benefit of lawsuit seeking the cancellation of the resolution (see Supreme Court Decision 91Da8715 delivered on February 28, 1992). It shall be deemed that there is no error of law in the misapprehension of legal principles or misapprehension of legal principles as to a new decision of the general meeting of shareholders and there is no new benefit of the directors after the new resolution of shareholders.

Therefore, all appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Park Jong-ho (Presiding Justice)