[1] The legal nature of a resolution at the inaugural general meeting before the association establishment promotion committee under the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents completes the registration of establishment (=resolution at the general meeting of residents or

[2] In a case where a partnership established as a corporation with the approval of the establishment of a partnership under the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents and Dwelling Conditions for Residents opened a general meeting of partnership and approved or ratified a resolution of the selection of a contractor at the general meeting of residents or the owner of land before the establishment of the partnership, whether there is a benefit to seek nullification

[1] According to Articles 16(1) and 18(2) of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 8785, Dec. 21, 2007; hereinafter “former Act”), a housing redevelopment project cooperative shall obtain authorization from the head of Si/Gun with the consent of at least 4/5 of the owners of the land in the rearrangement zone, etc. attached with the articles of association and the documents as determined by the Ordinance of the Ministry of Construction and Transportation. A housing redevelopment project cooperative established through such procedures shall be formed as a corporation by registering at the location of its principal office within 30 days after obtaining the approval for establishment. A housing redevelopment project cooperative established through such procedures shall have the status of an administrative body performing certain administrative actions within the rearrangement zone under the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 8785, Dec. 21, 2007; hereinafter “former Act”). In full view of these circumstances, it is reasonable to deem the resolution of the general meeting of land owners or association.

[2] In a case where an association established as a juristic person with the approval for establishment of a partnership by opening a general meeting of the association, and approves or ratified the resolution of selection of a contractor at the general meeting of the residents or the land, etc. held by the owner at the general meeting of the association (hereinafter “promotion committee”), even if the resolution of selection of a contractor at the general meeting of the residents or the land, etc. held by the promotion committee is null and void, barring special circumstances, such as where a new resolution of the general meeting of association is deemed null and void due to defects, or where a resolution is revoked, seeking confirmation of invalidity of the resolution of selection of a contractor at the general meeting of the residents or the land, etc. held by the promotion committee

[1] Articles 16(1) and 18(2) of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 8785 of Dec. 21, 2007) / [2] Article 250 of the Civil Procedure Act, Article 24(3)6 of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 8785 of Dec. 21, 2007)

[1] Supreme Court Decision 2008Da60568 Decided September 24, 2009 (Gong2009Ha, 1735) / [2] Supreme Court Decision 2001Da64479 Decided September 26, 2003 (Gong2003Ha, 2056)

Plaintiff 1 and three others (Law Firm White, Attorney Kang Chang-il, Counsel for the plaintiff-appellant)

Seoul High Court Decision 201Na14466 delivered on May 1, 201

Seoul High Court Decision 2009Na44794 decided January 8, 2010

The part of the judgment of the court below regarding the claim for nullification of the decision to select a contractor on March 10, 2006 is reversed, and this part of the judgment of the court of first instance is revoked, and this part of the lawsuit is dismissed. The part regarding the claim for nullification of the decision to select a contractor on May 28, 2007 among the judgment of the court below is reversed, and this part of the case is remanded to the Seoul High

1. As to the ground of appeal on January 26, 2002 relating to the invalidity confirmation of the resolution to select the work executor

With respect to the claim for confirmation of invalidity of the resolution of selection of the work executor on January 26, 2002, the appeal submitted by the appellant did not state the grounds of appeal, and did not submit the appellate brief within the statutory period.

2. As to the resolution to select a contractor on March 10, 2006 and the grounds of appeal related to the invalidity of the resolution to select a contractor on May 28, 2007

Before determining the grounds of appeal, we examine whether the decision to select the work executor on March 10, 2006 and the lawsuit to confirm the invalidity of the decision to select the work executor on May 28, 2007 is legitimate or not.

A. On May 28, 2007, as to the claim to nullify the invalidity of the resolution of selection of the contractor

According to Articles 16(1) and 18(2) of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Act No. 8785, Dec. 21, 2007; hereinafter “former Act”), a housing redevelopment project cooperative shall obtain authorization from the head of Si/Gun with the consent of at least 4/5 of the owners of the land in the rearrangement zone, etc. attached with the articles of association and the documents determined by the Ordinance of the Ministry of Construction and Transportation. Within 30 days after the approval for establishment of the housing redevelopment project is granted, it shall be formed as a juristic person with the registration of the matters determined by the Presidential Decree at the location of its main office. A housing redevelopment project cooperative established through such procedures has the status of an administrative body performing certain administrative actions within the scope of purpose of implementing a housing redevelopment project under the former Act within the rearrangement zone under the supervision of the competent administrative agency. Therefore, rather than merely a supplementary act for establishing an association by a private person, it is reasonable to view that it merely grants the status of a general meeting (public).

According to the reasoning of the judgment of the court of first instance as cited by the court below and the records, the committee of promotion of redevelopment projects established for the purpose of implementing redevelopment projects [referring to redevelopment projects under the former Urban Redevelopment Act (repealed by Article 2 of the Addenda to the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents, Act No. 6852, Dec. 30, 2002)] on January 26, 2002 shall hold a residents' general meeting and pass a resolution to select Hyundai Construction Co., Ltd. as the contractor (hereinafter "the first resolution of this case"). The committee of promotion of the establishment of redevelopment and improvement projects for housing redevelopment in Zone 9 (hereinafter "the promotion committee of this case"), which was approved as of September 14, 2004 by Article 13 of the former Urban Improvement Act, held an inaugural general meeting for the establishment of the defendant's association on March 10, 2006, the committee of promotion of the establishment of the association of this case 205 (hereinafter "the above resolution of 205.

In light of the above facts in light of the above legal principles, the resolution of this case No. 2 was adopted at the inaugural general meeting, which was held before the establishment registration was completed with the disposition of authorization for establishment of the defendant association, and is merely a resolution of the residents' general meeting or the land owners' general meeting, not the resolution of the defendant association. Nevertheless, the court below rejected the lawsuit seeking confirmation of invalidity of the third resolution of this case on the ground that even if the resolution of this case No. 2 is valid on the premise that the defendant association was a resolution of the defendant association, the designation of a new executor of the defendant association is valid on the premise that the resolution of this case is a resolution of the defendant association. Thus, even if the plaintiffs are judged to have the same effect as the resolution of this case No. 2, it does not affect the selection of the contractor of the defendant association, and it does not affect the

B. As to the claim for nullification of the resolution of selection of the contractor on March 10, 2006

Article 15(4) of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (hereinafter “former Act”) provides that “The rights and duties of the promotion committee shall be comprehensively taken place.” Article 15(5) provides that “The promotion committee shall transfer accounting books and related documents stating the usage expenses to the association within 30 days from the date of authorization for establishing the association.” Article 85 subparag. 4 of the same Act provides that “The person who continues to operate the promotion committee shall be punished by imprisonment for not more than 2 years or by a fine not exceeding 20 million won,” and Article 5(1) of the former Enforcement Decree of the Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Presidential Decree No. 165) provides that “The former Act on the Maintenance and Improvement of Urban Areas and Dwelling Conditions for Residents (amended by Presidential Decree No. 2000, Mar. 14, 201) shall be prepared to establish the promotion committee’s implementation plan (Article 15(2) of the former Act on the Maintenance and Improvement of Urban Areas and Dwelling Act).

In light of the contents, form, and purport of the relevant statutes, even though the rights and obligations related to the duties performed by the promotion committee, which is non-corporate association, are not effective since the duties performed by the promotion committee do not belong to the scope of duties of the promotion committee, it is reasonable to view that all of the rights and obligations related to the duties performed by the promotion committee ought to be comprehensively succeeded to an association established by obtaining an approval for establishment under Article 16 of the former Urban Improvement Act, even if the duties performed by the promotion committee do not fall under the scope of duties of the promotion committee. Therefore, in cases where a resolution is

However, in a case where a partnership established as a juristic person with the approval of the establishment of a partnership by opening a general meeting of the partnership and approves or ratified the resolution of selecting the executor at the general meeting of the owners such as the land or general meeting of residents held by the general meeting of residents or the land, etc. held by the promotion committee, even if the resolution of the selection of the executor at the general meeting of owners is null and void, barring special circumstances such as the absence or invalidation due to a defect in the new resolution of the general meeting of association or the cancellation of the resolution, seeking confirmation of invalidity of the resolution of the selection of the executor at the general meeting of residents or the general meeting of land, etc. held by the promotion committee is merely seeking confirmation of legal relations or legal relations in the past, and thus, it is reasonable to deem that the requirements for protection of rights are not satisfied

In light of the above facts in light of the above legal principles, once the defendant union opened a general meeting of shareholders and approved the second resolution of this case, seeking confirmation of invalidity of the second resolution of this case is merely seeking confirmation of legal relations or legal relationship in the past, and is thus unlawful because it does not meet the requirements for protection of rights.

Nevertheless, the court below determined the merits on the premise that the claim for nullification confirmation of the second resolution of this case is legitimate, which is erroneous in the misapprehension of legal principles as to the relationship between the promotion committee and the association and the legitimacy of the lawsuit under the former Urban Improvement Act, thereby affecting the conclusion of the judgment.

3. Conclusion

Therefore, the part of the judgment of the court below regarding the claim for nullification of the second resolution of this case is reversed, and this part of the case is sufficient for the Supreme Court to directly render a judgment, and thus, it is revoked pursuant to Article 437 of the Civil Procedure Act, and the judgment of the court of first instance as to this part of the lawsuit is dismissed. In addition, the part concerning the claim for nullification of the third resolution of this case among the judgment below is reversed and this part of the case is remanded to Seoul High Court, and the remaining appeal is dismissed.

Justices Min Il-young (Presiding Justice)