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(영문) 서울중앙지방법원 2016.12.23 2015가합552602
회사에 관한 소송
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Defendant (former: F) is a company established on March 25, 2014 for the purpose of manufacturing and processing food.

At the time of establishment, the Plaintiff was a representative director of the Defendant and a shareholder who owned 5,00 shares issued by the Defendant, and currently owns 3,350 shares issued by the Defendant as a director and a shareholder who currently owns 3,350 shares issued by the Defendant.

B. On February 9, 2015, the Plaintiff transferred the Defendant’s shares 1,650 shares (33%) owned by the Plaintiff in the name of D, E, and on March 9, 2015, an agreement was made between the Plaintiff and E, stating that the Defendant is jointly managed.

C. Meanwhile, at the Defendant’s temporary shareholders’ meeting on April 21, 2015, the minutes of the temporary shareholders’ meeting consisting of the following: (a) the resolution that appointed D, C, as an internal director, and E as an auditor was made; (b) the said resolution was made; (c) on April 22, 2015, the said minutes were certified as a deed signed by a notary public as to the minutes of this case as stipulated in subparagraph 1331 of Article 2015, such as the legal depression, etc.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2 (including branch numbers for those with additional numbers; hereinafter the same shall apply), Eul evidence Nos. 1 and 2, Eul evidence Nos. 3-6, and the purport of the whole pleadings

2. Summary of the parties' arguments

A. The plaintiff did not consent to the resolution of this case.

Nevertheless, E prepares a false minutes of this case without undergoing the convocation notice and the meeting procedure, and thus seeking confirmation of the absence of the resolution of this case.

B. Defendant E, a shareholder of the Defendant, prepared the minutes of this case with the consent of the Plaintiff and D. As to the resolution of this case, a written resolution in lieu of the resolution of the general meeting of shareholders was lawful under Article 363(4) of the Commercial Act.

3. Determination

(a)the authentication system for deeds signed by private persons provided for in the Notary Public Act has the parties sign or affix their seals to deeds signed by private persons in front of a notary public.

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