1. The instant lawsuit shall be dismissed.

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

1. Basic facts

A. On August 14, 2013, Defendant Company, which is engaged in tourist accommodation business, etc. D, constituted C, E, In-house director F, and auditor G as an executive officer.

At the time, the shares of the shareholders of the defendant company were C32.7%, E 23.0%, F 22.4%, H, I, and J 7.3%, respectively.

B. Around January 2015, the Plaintiff and C agreed to acquire management rights with the Defendant Company’s shares and shares from C, and entered into a share sales contract on April 16, 2015 by setting forth specific details.

C. On the other hand, around April 2015, the minutes of the board of directors prepared on April 1, 2015 of the Defendant Company that “C and E resign from the joint representative director, and the Plaintiff passed a resolution to take office as the representative director,” and accordingly, on April 1, 2015, the representative director of the Defendant Company changed to the Plaintiff.

On June 17, 2015, the minutes of the board of directors of Defendant Company (hereinafter “the board of directors of this case”) dated June 17, 2015, stating that “C is appointed as the Speaker pro tempore, consents to the resignation of the Plaintiff’s representative director, and made a resolution to appoint C as the representative director,” was prepared. Accordingly, the representative director of Defendant Company was changed to C on June 17, 2015.

[Ground of recognition] Facts without dispute, Gap 1, 2, 6 evidence, Eul 1 evidence, the purport of the whole pleadings

2. The gist of the Plaintiff’s assertion requires the Plaintiff to temporarily and formally change the representative director to C in order to show that K’s subcontractor, the parent company of the Defendant Company, re-acquisition the Defendant Company, and accordingly, the Plaintiff prepared a letter of resignation of the representative director and in-house director, and C prepared the minutes of the board of directors’ meeting of this case and changed the representative director to C.

However, the board of directors of this case did not have any convocation procedure stipulated in the articles of incorporation of the defendant company, and the method of resolution is also secret voting and is contrary to the purport of Article 399(2) of the Commercial Act, which provides for the director's liability for the resolution