Whether the company can seek confirmation of invalidity of the contract entered into with a third party as a shareholder

A shareholder cannot be deemed to have an interest in confirmation of the company's property relations as a matter of course except for a representative suit under Article 403 of the Commercial Act. Thus, there is no interest in seeking confirmation of invalidity of a contract concluded by a company unless there is a specific or legal interest.

Article 228 of the Civil Procedure Act, Article 403 of the Commercial Act

Plaintiff 1 and 34 others, Counsel for the plaintiff-appellant

Attorney Song Young-young et al., Counsel for the defendant-appellant

Seoul High Court Decision 77Na2084 decided May 4, 1978

The appeal is dismissed.

The costs of appeal are assessed against the plaintiffs.

According to the facts of the plaintiffs' grounds for the main claim, the non-party Seoul Central Community Mutual Savings and Finance Company entered into a contract with the defendant company on September 14, 1974 that the non-party company will transfer all business except the accrued benefits installment business among the business of the non-party company. The non-party company did not undergo a special resolution of the general meeting of shareholders, and thus this transfer and acquisition contract is null and void. Thus, the plaintiffs seek confirmation of the invalidity of the contract against the defendant company as the shareholders of the non-party

However, the shareholders of a stock company have only the real, economic, general, and abstract interests with respect to the company's property relations, and it cannot be said that the shareholders have a specific or legal interest with respect to the company's property relations. Thus, the shareholders cannot be viewed as having a benefit of confirmation with respect to the company's property relations as a matter of course except for representative lawsuits pursuant to Article 403 of the Commercial Act. Therefore, the court below is justified in denying the plaintiffs' benefit of confirmation or protection of rights in the lawsuit of this case concerning the company's property relations under the same purport, and there is no error of law such as misunderstanding of legal principles

The issue is that the judgment of the court below cannot be employed as an attack on the basis of the above different views.

Therefore, this appeal is dismissed without merit. The costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yu Tae-hun (Presiding Justice)