The nature of the expression of intention to resign from office and the effective date thereof.

The resignation of a director or representative director of a corporation is a sole act and becomes effective immediately by the unilateral declaration of intention of the company, and the consent of the company (general meeting of shareholders or board of directors) is not required, and his qualification shall be lost immediately without any registration of change due to the resignation.

Article 382 of the Commercial Act

December 3, 1959, 4290 Choe69 (Supreme Court Decision 8201 delivered on December 3, 1959, Decision 380(1)739 of the Commercial Act, Decision 8201 delivered on December 3, 195

Plaintiff

Defendant Stock Company

Seoul Civil History District Court (78Gahap1803)

The original judgment shall be revoked.

The plaintiff's lawsuit of this case shall be dismissed.

All the costs of lawsuit shall be borne by the plaintiff in the first and second instances.

On June 20, 197, the resolution of the general meeting of shareholders, which amended the articles of incorporation to change the trade name from the 30th general meeting of shareholders to the defendant stock company, to the 30th general meeting of shareholders, is confirmed that the resolution of the general meeting of shareholders is not invalid or nonexistent, provided that the non-party 1, 2, and 3 each director and the non-party 4 are appointed as auditors respectively, and that the company should revise the articles of incorporation to the non-party 5 to the non-party 6 corporation.

Litigation costs shall be borne by the defendant.

The original judgment shall be revoked.

The plaintiff's claim is dismissed.

All the costs of lawsuit shall be borne by the plaintiff in the first and second instances.

The defendant asserts that the plaintiff is not a shareholder, director, or representative of the defendant company, but is a person who has a benefit to seek confirmation of the invalidity or absence of the resolution at the general meeting of shareholders of the defendant company of this case. Thus, the plaintiff's lawsuit of this case should be dismissed in an unlawful manner. Thus, prior to the judgment, it shall be examined and viewed.

There is no dispute between the parties that the plaintiff is not the shareholder of the defendant company. On the other hand, the plaintiff was appointed as the representative director of the defendant company on May 17, 1976, but the non-party 1 was the de facto representative director with the plaintiff's representative director's official seal and did not perform his/her duties. On June 18, 1977, the plaintiff could recognize the fact that the plaintiff submitted to the defendant company through the non-party 1 through the non-party 1, and there is no counter-proof that the resignation of the director or the representative director is effective immediately by unilateral declaration of intention of the defendant company (general meeting or board of directors) and the non-party 1 did not lose his/her qualification as a representative director, and the plaintiff can not claim that the non-party 1 did not lose his/her qualification as the non-party 1's resignation without any special reason since he/she did not lose his/her qualification as a representative director or the non-party 1's resignation from the defendant company.

Therefore, the plaintiff's lawsuit of this case shall be dismissed because there is no benefit in confirmation, and it shall be dismissed. Since the original judgment enters the main part of the case with a different conclusion and unfair judgment, it shall be revoked and the lawsuit of this case shall be dismissed, and the costs of the lawsuit shall be borne by the plaintiff in both the first and second instances.

Judges Kim Sang-won (Presiding Judge) Lee Jong-young