The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined.

1. The court below rejected the Defendant’s assertion that the Defendant’s act of selling the instant limited company to the Plaintiff without a special resolution of the general meeting of shareholders under Article 374(1)1 of the Commercial Act in order to sell the instant limited company, which is its subsidiary, is null and void. Thus, the Defendant’s assertion that the Plaintiff’s act of selling the instant limited company to the Plaintiff is null and void can be deemed as the Plaintiff’s consent to the conclusion of the instant transfer contract. Thus, the Defendant’s assertion that the said contract is null and void on the ground that it is inconsistent with the principle of good faith is not permissible on the ground that

2. However, the lower court’s determination is difficult to accept for the following reasons.

The principle of trust and good faith, in consideration of the other party's interest, is an abstract norm that a party to a legal relationship should not exercise rights or perform obligations in a way that is contrary to the principle of trust and good faith, or is not against the principle of trust and good faith.

From an objective point of view, the other party should have a legitimate state, and the exercise of rights against the other party’s faith should reach such an extent that it is not acceptable in light of the concept of justice.

In addition, if a person who violated the mandatory law voluntarily rejects his/her claim on the ground that it is an exercise of the right against the good faith principle to claim the invalidity of the agreement, this would result in realizing the result of excluding the parties from the mandatory law, and completely excluding the legislative intent, and barring any special circumstance, such assertion constitutes an abuse of rights or the principle of trust and good faith.