(a) The right to perform duties of a director of the corporation whose term of office is still still expired;

(b) Action to confirm the invalidity of a resolution of the replacement of a director for illegal replacement before the expiration of the term of office filed by the director, and the benefits of confirmation;

A. Where all or part of the directors in a juristic person under the Civil Act fail to appoint a new director even after the term of office expires, he/she shall have the former director perform the former duties until the new director is appointed, except in extenuating circumstances where it is deemed inappropriate to have the former director perform the duties of the juristic person. However, where the former director can perform the activities of the normal juristic person as another director whose term of office has not yet expired, he/she need to have the former director continue to perform his/her duties as a director, and thus, he/she

B. Where a director at the expiration of the term is dismissed by an illegal act of replacement of a director before the expiration of the term, and the subsequent appointment of a director is later made by a lawful procedure, even if the initial resolution of replacement of a director is null and void, it is unlawful to seek nullification thereof even if the initial resolution of replacement of a director was made by a lawful procedure. This would result in failure to meet the requirements for protection of rights as a lawsuit for confirmation.

A. Articles 57, 58, and 691(b) of the Civil Act; Article 72 of the Civil Procedure Act; Article 228 of the Civil Procedure Act

Supreme Court Decision 63Da15 delivered on April 18, 1963; 66Da1347 delivered on February 21, 1967; 68Da515 delivered on September 30, 1968; 72Nu86 delivered on April 11, 1972; 81Da614 delivered on October 26, 1976; 81Da614 delivered on March 9, 1982 (Dong)

[Defendant-Appellant] Plaintiff 1

Seoul High Court Decision 200Na1448 delivered on August 1, 200

Seoul High Court Decision 82Ka143 delivered on April 13, 1983

Supreme Court Decision 81Da615 Decided March 9, 1982

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

The grounds of appeal by the respondent are examined.

According to the reasoning of the judgment of the court below, the court below rejected the plaintiff's objection to the plaintiff's legal representative who already lost the status of director of the respondent's legal representative for the reason that the plaintiff's office was terminated on May 13, 1980 and that the term of office for the plaintiff's legal representative for the Respondent's legal representative for the Respondent's legal representative for the Respondent's legal representative for the Respondent's 131st joint meeting on February 23, 1981 and elected the non-party 2 as the Respondent's successor director at the joint meeting of the Respondent's director and the Respondent's successor's successor to the Respondent's legal representative for the Respondent's legal representative for the Respondent's removal of the Respondent's legal representative for the Respondent's legal representative for the same reason that the Respondent's objection to the Respondent's legal representative for the Respondent's dismissal of the Respondent's legal representative for the Respondent's dismissal of the Respondent's legal representative's dismissal of the 3rd.

The former director may perform his previous duties until the new director is appointed, unless there are special circumstances to recognize that it is improper to have all or part of the directors appointed after the expiration of the term of office of the former director despite the expiration of the term of office of the former director (see Supreme Court Decision 63Da15, Apr. 18, 1963; 66Da1347, Feb. 21, 1967; 68Da515, Sept. 11, 1972; 72Nu86, Apr. 11, 1972). However, the former director's right to work for the director whose expiration of the term of office has expired cannot be seen as an unlawful act of protecting his rights until the expiration of the term of office, unless there are circumstances to believe that it is improper to have the former director perform his previous duties (see Supreme Court Decision 200Da1686, Apr. 17, 196). Thus, the former director's new term of office cannot be interpreted as an unlawful act of 9.

Therefore, the judgment of the court below is reversed, and the case is remanded to the Seoul High Court. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kang Jong-young (Presiding Justice)