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(영문) 서울동부지방법원 2019.06.27 2018가합109613
손해배상(기)
Text

1. The Defendant’s KRW 453,374,892 as well as 5% per annum from August 31, 2018 to June 27, 2019 to the Plaintiff.

Reasons

1. Basic facts

A. The defendant is a company with the objective of education, culture, social business, cultural service business, etc.

On March 3, 2017, the plaintiff was appointed as the defendant's director and representative director at the general meeting of shareholders.

B. On December 26, 2017, the Defendant opened a special general meeting of shareholders and resolved to dismiss the Plaintiff’s director and representative director, and notified the Plaintiff of the resolution at that time.

C. Meanwhile, Article 27(1) of the Defendant’s articles of incorporation provides that “The term of office of directors and auditors shall be until the closing of a regular general meeting of shareholders with respect to the final settlement term within three years after their inauguration.”

[Ground of recognition] Unsatisfy, Gap evidence Nos. 1, 2, and 10, the purport of the whole pleadings

2. The Plaintiff’s assertion was in office as the Defendant’s director for a three-year term of office, and the Defendant dismissed the Plaintiff before the expiration of the term of office without justifiable grounds. As such, the Defendant is obligated to pay the Plaintiff totaling KRW 731,740,646 (i.e., wages and retirement allowances for the remaining term of office pursuant to the proviso of Article 385(1) of the Commercial Act (=230,066,928).

3. Determination

A. Article 385(1) of the Commercial Act provides that a director may be removed at any time by a special resolution of the general meeting of shareholders, while Article 385(1) of the Commercial Act provides that a director, whose term of office has been fixed, may claim damages against the company if he is removed without any justifiable reason before his term of office, thereby ensuring the management right of the company and stabilizing the status of the manager and the interests of the director. In light of the purport of the provision of this Act, “justifiable cause” in this context is not sufficient for the mere loss of subjective fiduciary relationship between the shareholder and the director, such as infertility. If a director is considerably difficult to perform his duties due to an act in violation of the statutes or the articles of incorporation, or as a mental or physical manager

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