[1] In a case where a third party, who is not a shareholder on the register of shareholders, acquires shares and pays the price, the method to determine whether the third party shall be deemed a real shareholder

[2] In a case where a suit for confirmation is filed even though a suit for performance can be filed, whether there is a benefit in confirmation (negative), and whether there is a benefit in confirmation at the court’s discretion (affirmative)

[3] Whether a person who acquired shares can solely file a claim for change of ownership with the company by proving the acquisition of shares through the presentation of share certificates (affirmative in principle)

[4] In a case where Gap filed a claim against Eul corporation for the confirmation of shareholders' rights against Eul corporation, which was the owner of shares on the shareholder's list, by means of a forged stock sales contract, the case holding that Gap may seek the confirmation of shareholders' rights against Eul corporation on the ground that it is possible for Eul to seek the implementation of the transfer procedure by proving that he is a shareholder

[1] In a case where a third party, who is not a shareholder on the register of shareholders, has accepted shares and paid the price, such third party is deemed a real shareholder, the mere fact that the third party paid the price for acquiring shares is insufficient to determine the internal relationship between the third party and shareholders on the register of shareholders, the circumstances and purpose of the acquisition of shares and the registration on the register of shareholders, and the contents of exercise of rights as a shareholder after registration on the register of shareholders

[2] A lawsuit for confirmation is recognized in cases where obtaining a judgment of confirmation is the most effective and appropriate means to eliminate the apprehension and risk of legal status, and a lawsuit for confirmation may be brought, despite the fact that the lawsuit for performance is not a final solution of a dispute, and thus there is no benefit of confirmation. In addition, whether there is benefit of confirmation in the lawsuit for confirmation is a matter to be examined ex officio, and the court shall determine ex officio regardless of the parties’ assertion.

[3] A person who acquires shares may independently request the company to change the ownership of shares by proving that he/she has acquired shares through the presentation of share certificates, except in extenuating circumstances.

[4] In a case where Gap filed a claim against Eul corporation for the confirmation of shareholder's rights against Eul corporation, which was the owner of shares on the shareholder's list, by means of a forged stock sales contract, and sought confirmation of shareholder rights, the case holding that Gap may seek the confirmation of shareholder rights against Eul corporation by proving himself/herself as a shareholder, and thus Gap's claim for the confirmation of shareholder rights does not constitute a valid and appropriate means to remove the existing apprehension or risk in the Gap's rights or legal status, or does not constitute a final resolution method of a dispute, and thus there is no

[1] Articles 337(1), 352, and 353 of the Commercial Act / [2] Articles 134 and 250 of the Civil Procedure Act / [3] Articles 336 and 337 of the Commercial Act / [4] Article 250 of the Civil Procedure Act, Articles 336 and 337 of the Commercial Act

[1] Supreme Court Decision 2007Da51505 Decided March 11, 2010 (Gong2010Sang, 704), Supreme Court Decision 2012Da29441 Decided February 13, 2014 / [2] Supreme Court Decision 91Da12905 Decided July 12, 1991 (Gong1991, 2156), Supreme Court Decision 2005Da60239 Decided March 9, 2006 (Gong206Sang, 589), Supreme Court Decision 2016Da241249 Decided January 12, 2017 (Gong2017Sang, 341) / [3] Supreme Court Decision 201Da129484 Decided March 24, 2015; Supreme Court Decision 2007Da28481 decided March 24, 2017

Plaintiff

Guate Construction Co., Ltd.

Seoul High Court Decision 2016Na2012081 decided July 8, 2016

The judgment of the court of first instance is reversed, and the lawsuit of this case is dismissed. All costs of the lawsuit are assessed against the plaintiff.

1. We examine the Plaintiff’s grounds of appeal.

If a third party, who is not a shareholder on the register of shareholders, has subscribed to shares and paid the price, to be deemed a real shareholder, the mere fact that the third party paid the price for acquisition of shares is insufficient solely on the ground that the third party paid the price for acquisition of shares, and the internal relationship between the third party and shareholders on the register of shareholders, the details and purpose of the acquisition of shares and the registration on the register of shareholders, and the contents of exercise of rights as a shareholder after registering on the register of shareholders (see, e.g., Supreme Court Decisions 2007Da51505, Mar. 11, 2010; 2012Da29441, Feb. 13, 2014)

Based on its stated reasoning, the lower court determined that it is difficult for the Plaintiff to recognize that the Plaintiff is the owner of the instant shares. Examining the foregoing legal doctrine and the record, the lower court cannot be deemed to have erred by mistake of facts or violation of the rules of evidence,

2. We examine ex officio the lawfulness of the instant lawsuit.

A. A. A lawsuit for confirmation is recognized in cases where obtaining a judgment of confirmation is the most effective and appropriate means to eliminate the apprehension and danger of legal status, and a lawsuit for confirmation may be brought, despite the fact that the lawsuit for confirmation is not a final solution of the dispute, and there is no benefit of confirmation (see, e.g., Supreme Court Decisions 2005Da60239, Mar. 9, 2006; 2016Da241249, Jan. 12, 2017). Furthermore, whether there is a benefit of confirmation in the lawsuit for confirmation of confirmation is an ex officio investigation, and the court shall make ex officio determination regardless of the party’s assertion (see Supreme Court Decision 91Da12905, Jul. 12, 1991).

Meanwhile, barring any special circumstance, a person who acquired shares may solely request the company to change the ownership of shares by proving that he/she acquired shares by presenting such shares (see, e.g., Supreme Court Decisions 94Da47728, Mar. 24, 1995; 2016Da42800, Oct. 25, 2018; 2016Da42817, 42824, 42831).

B. According to the records, the Plaintiff initially entered the Defendant’s name as the owner of the instant shares on the Defendant’s list, but the Nonparty entered a change of ownership in the name of another person due to a forged stock sales contract, and thus, the Plaintiff still asserted that he/she is the Defendant’s shareholder, and the Plaintiff sought confirmation of shareholder rights against

C. Examining these circumstances in light of the legal principles as seen earlier, the Plaintiff may seek implementation of the transfer procedure directly against the Defendant, who is the issuer of the instant shares, by proving that he/she is a shareholder. Therefore, the Plaintiff’s seeking confirmation of a shareholder’s right against the Defendant is not an effective and appropriate means to remove the Plaintiff’s right or legal status uneasiness or risk, or is not a final method to resolve a dispute. Therefore

Nevertheless, under the premise that there is a benefit in confirming the Plaintiff’s shareholder right against the Defendant, the lower court determined on the merits by dismissing the Plaintiff’s appeal against the first instance judgment dismissing the Plaintiff’s claim on the grounds that it is difficult to recognize that the Plaintiff is the owner of the instant shares. In so determining, the lower court erred by misapprehending the legal doctrine on the benefit in the lawsuit to confirm the shareholder right against the Defendant

3. Therefore, the judgment of the court of first instance is reversed. Since this case is sufficient for the court to directly render a judgment, the judgment of the court of first instance that dismissed the Plaintiff’s claim on its own pursuant to Article 437 of the Civil Procedure Act shall be revoked. The lawsuit of this case is dismissed. The total costs of the lawsuit are assessed against the losing party. It is so decided

Justices Kim Seon-soo (Presiding Justice)