[1] Whether a provisional disposition ordering perusal and copying of the pertinent account books is permissible by taking the minority shareholders' right to claim perusal and copying of account books under Article 466 (1) of the Commercial Code as the right to preserve the account books (affirmative) and the method of such permission

[2] The extent of the reasons required for minority shareholders to exercise their right to claim reproduction of books of account under Article 466(1) of the Commercial Code

[3] The scope of the exercise of the minority shareholder's right to claim perusal of books of account under Article 466 (1) of the Commercial Code, and whether the collection of perusal and reproduction should be restricted once (negative)

[1] Even though a provisional disposition ordering the perusal and copying of the account books, etc. is practically exempted from the application of the right to claim the perusal and copying of the account books by minority shareholders under Article 466 (1) of the Commercial Code as the right to preserve the account books, it is deemed that a provisional disposition to transfer the account books, etc. to the execution officer in order to prevent the occurrence of a risk of damage, destruction, concealment, or alteration of the account books, etc., if the lawsuit on the merits becomes final and conclusive, and the lawsuit on the merits is still legally binding, such as the recognition of the right to claim damages, etc., which is a provisional disposition to preserve the right to claim the perusal and copying of the account books, is also allowed.

[2] Under Article 466(1) of the Commercial Act, minority shareholders, who are stock companies, shall request the company to peruse or copy the accounting books and documents, with reasons attached thereto. Since allowing perusal or copying of the accounting books and documents is serious for accounting management, it shall be done with caution and at the same time, with the reasons for allowing perusal or copying of the accounting books and documents, and shall be written in detail in order to make it easy for the company to easily determine whether to permit perusal or copying of the accounting books and documents.

[3] In a case where a minority shareholder's right to request inspection and copying of accounting books and documents is recognized under Article 466 (1) of the Commercial Code, the right to request inspection and copying shall be allowed within the extent necessary for the exercise of the right, and it is not of the nature that the right to request inspection and copying shall be limited only once, and it shall not be restricted in advance.

[1] Article 466 of the Commercial Act / [2] Article 466 of the Commercial Act / [3] Article 466 of the Commercial Act

[1] Supreme Court Order 97Da7 dated March 19, 1997 (Gong1997Sang, 1167)

Applicant (Law Firm Kim & Lee, Attorneys Kim In-con et al., Counsel for the plaintiff-appellant)

Co., Ltd. (Law Firm Chungcheong, Attorneys Yellow-tae et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 98Na21597 delivered on December 9, 1998

The appeal is dismissed. All costs of appeal are assessed against the respondent.

The grounds of appeal are examined.

1. Regarding ground of appeal No. 1

According to the reasoning of the judgment of the court below, the plaintiff and the non-party 1 company were established by joint financing on June 17, 1971 for the purpose of the above-mentioned concrete manufacturing and sale business. The plaintiff and the non-party 1 company are substantially shareholders of the non-party 1. However, without the approval of the shareholders' general meeting on March 5, 190, the non-party 1 company established the non-party 1 company with the same business purpose as the non-party and appointed the director and the representative director of the above company (the above non-party 1 company was also Dormant, according to the records). The above non-party 1 did not have any legal dispute over the above non-party 9 company's request for temporary injunction against the plaintiff and the non-party 1 company's non-party 1's non-party 1 company's non-party 9 company's non-party 1 company's non-party 9 company's non-party 1 company's non-party 1 company's non-party 9 company's non-party 1 company's non-party 9 company's resolution.

2. As to the grounds of appeal Nos. 2 and 3

Even though the provisional disposition ordering the perusal and copying of the relevant account books, etc. as the right to preserve the shareholder's right to claim the perusal and copying of the account books, is practically exempted from being discarded by the purpose of the lawsuit on the merits, if the loss in the lawsuit on the merits is finally confirmed, the provisional disposition against which the right to claim the perusal and copying of the account books, etc. is allowed as the right to preserve the respondent's right to claim the perusal and copying of such account books, etc. In addition, in granting such provisional disposition, if there is a risk of damaging, destroying, concealing, or approving the account books, etc., the provisional disposition to transfer the account books, etc. to the execution officer may be allowed to prevent it.

Based on the facts acknowledged by the evidence, the court below judged that the respondent company's right to inspect and copy the account books and documents of this case and there have been several legal disputes between the plaintiff and the non-party 1, the representative director of the respondent company, and the possibility that the respondent company may damage, destroy, conceal, open, etc. the account books and documents of this case and the documents of this case has not been ruled out until now, and there is a need to make a provisional disposition to prevent changes in the current situation (so-called preserved provisional disposition). The shareholder's right to inspect and copy the account books and documents of this case can be recognized as being used as a means to secure the shareholder's rights unless it is implemented in the timely manner, and there is an urgent need to allow the perusal and copy of the account books and documents of this case. The judgment of the court below is just in accordance with the above legal principles, and it is not erroneous in the misapprehension of legal principles as to the right to inspect the account books and documents of this case and the provisional disposition that has been made as the right to preserve them. There is no ground for appeal in this part.

3. As to the grounds of appeal Nos. 4 and 5

In order to request the company to peruse or copy the accounting books and documents in accordance with Article 466(1) of the Commercial Act, minority shareholders who are stock companies shall request the company to peruse or copy the accounting books and documents. Since allowing perusal or copy of the accounting books and documents is serious for accounting management, they should be carefully followed and at the same time do not allow perusal or copy of the obligation to comply with the other party's inspection or copy, and the reasons should be specified in detail in order to make it easy for the company to easily determine whether to allow perusal or copy of the accounting books and documents.

According to the reasoning of the judgment below, the applicant for provisional disposition of this case did not hold a proper general meeting of shareholders for 7 to 8 years in violation of the Commercial Act and the Articles of incorporation with the fact that the above non-party 1, the representative director of the respondent company of this case, who is the representative director of the respondent company of this case, did not hold a proper meeting of shareholders for 7 to 8 years in violation of the Commercial Act and the Commercial Act and the articles of incorporation, and does not pay dividends once since 190, since 190, because he arbitrarily disposes of ready-mixed trucks, which are important assets of the respondent company of this case, and requested perusal and copying of the books and documents of this case for the purpose of ascertaining the management status of the company and investigating and supervising them, but the respondent refused it. Thus, the court below's determination that the applicant's request for inspection and copying of the above books and documents of this case was just in violation of the articles of incorporation or laws, and it is not justified in the misapprehension of legal principles as to the right of the shareholder's right to claim and inspection of documents.

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

Justices Seo Sung-sung (Presiding Justice)