Legal relations where a company refuses a transfer without justifiable grounds;

If the representative director of a company, who is recognized as the shareholder of the transferee of shares, refuses the transfer without justifiable grounds even if the transferee of shares requested the transfer of shares, the company cannot deny the validity of the transfer and the status as the shareholder of the transferee of shares on the ground that the transfer of shares was not made.

Article 337 (1) of the Commercial Act

Plaintiff 1 and 6 others, Counsel for the plaintiff-appellant-ho

Dae Ho-ri Co., Ltd.

Seoul High Court Decision 92Na16739 delivered on August 12, 1992

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

We examine the grounds of appeal (as of November 24, 192, May 3, 1993, and each of the preparatory documents as of May 19, 193 are considered to the extent of supplement in case of supplemental appellate brief). (1) The court below held that the above non-party 4, 5, 6, and 7 (hereinafter referred to as "fourth including plaintiff 4") did not own the remaining shares of the defendant company's 30,40 shares were not issued after the above non-party 1 passed since the above non-party 1 was the shareholders of the defendant company's company's 30,40 shares were not issued after the date of its establishment, or that the non-party 2 did not own the above non-party 1's provisional shareholders' meeting as of May 28, 199, and that the non-party 3 did not own the above non-party 1's shares and the remaining 40,000 shares of the defendant company's 40,000 shares as stated above.

(2) As long as the share certificates are not issued until July 14, 1990, the court below's argument that there was an error of law in the misapprehension of legal principles as to the transfer of shares in the judgment of the court below on the premise that the share certificates had already been issued, cannot be accepted since the court below's decision was removed after considering the facts recognized by the court below and the facts established by the court below. Further, although four persons, such as the plaintiff 4, etc. to whom the shares were transferred from the above non-party 1 request the transfer of shares on August 30, 1990 (refer to the evidence No. 3-2 of the record No. 51, No. 3-2 of the court below), the above non-party 2, the representative director of the defendant company, who recognized the status as the plaintiff 4 et al. as the shareholder of the defendant company, refused the transfer without a justifiable reason, the court below's decision that there was no error in the misapprehension of legal principles as to the transfer of shares and the issue of a name.

Therefore, the appeal is dismissed and the costs of appeal are assessed against the defendant. It is so decided as per Disposition by the assent of all participating Justices.

Justices Song Man-man (Presiding Justice)