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(영문) 제주지방법원 2019.06.19 2018나12537
손해배상(기)
Text

1. The plaintiffs' appeal and the plaintiffs' selective claims added by this court are all dismissed.

2. Appeal;

Reasons

1. The reasoning of the judgment of this court citing the judgment of the court of first instance is as follows: (a) adding "No. 2 and 3 evidence No. 2" to the 6th sentence of the judgment of the court of first instance; (b) modifying "the plaintiff" to "F, who is the representative of the plaintiff or the plaintiffs"; and (c) except that the plaintiffs consider the additional selective claims as follows with respect to the selective claims added by the court of first instance, it is identical to the reasoning of the judgment of the court of first instance; and (d) thereby, it is

2. Determination as to the selective claim causes added by the plaintiffs in this court (liability for damages under Article 401 of the Commercial Act due to violation of Article 398 of the Commercial Act)

A. The gist of the plaintiffs' assertion on the cause of the claim is that Defendant D, as a director of H, bears the fiduciary duty or duty of loyalty with respect to H.

However, in violation of the above obligations, Defendant D had the Plaintiffs and Defendant E enter into a contract on the acquisition of the instant shares on the company’s account, and the formal transferee E or the actual transferee is Defendant D.

Defendant D’s entry of a new capital share in accordance with the resolution of the general meeting of shareholders on September 29, 201 and did not endeavor to pay the capital due to the disposal of the instant shares, etc., and made Defendant D liable for the payment of the purchase price of shares, which is his personal debt, H, constitutes a self-transaction under Article 398 of the Commercial Act.

However, there is no approval of the board of directors on the above transaction.

The Plaintiffs were unable to exercise shareholders’ rights for about six years due to Defendant D’s breach of trust, and caused property loss, such as decline in the value of shares per share, etc., to which the acquisition of the shares of this case was made effective, and in order to carry out related civil litigation (i.e., this Court Decision 2015Gahap150, Gwangju High Court (No. 2015Na1415, Jeju High Court Decision 19,635,400, 2014Kahap481, 2015Kahap2788, supra).

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