The nature of a lawsuit seeking confirmation of existence of the resolution of the general meeting

A lawsuit seeking confirmation of the absence of a resolution of a general meeting of shareholders is not a form of lawsuit, but a lawsuit seeking confirmation of a general civil lawsuit, which can be a defense and must be based on the method of filing a lawsuit.

Article 380 of the Commercial Act

Supreme Court Decision 69Da279 delivered on May 13, 1969 (Supreme Court Decision 65Da940 delivered on September 28, 1965; Decision 18Da940 delivered on May 10, 1965; Decision 69Da878 delivered on May 10, 197 (Supreme Court Decision 11495 delivered on May 10, 197; Decision 180Da741 delivered on May 25, 196; Decision 380Da742 delivered on May 13, 196 (No. 483; Decision 1741 delivered on May 14, 200); Decision 25Da380(14) of the Commercial Act; Decision 1081 delivered on May 14, 1969)

Plaintiff 1 and two others

Defendant corporation

Seoul Central District Court (62A2335) in the first instance trial (Supreme Court Decision 62Da2335)

The plaintiffs' appeal is dismissed.

The costs of appeal are assessed against the plaintiffs.

The Plaintiffs revoke the original judgment. The Plaintiffs dismissed Plaintiffs 1, directors Nonparty 1, 2, 2, 3, and 3, who are the representative director at the provisional shareholders’ meeting of Defendant Company on March 17, 1962, respectively, and confirmed that the resolutions appointed Nonparty 4, directors Nonparty 5, 6, and auditors to Nonparty 7 and 8 are null and void. In addition, the Plaintiffs confirmed that the absence of the above resolutions is confirmed. The costs of lawsuit are borne by the Defendant at both the first and second instances.

As stated in the purport of the claim as of March 17, 1962 on the register of the defendant company, the fact that the registration of dismissal or taking office was made does not conflict between the parties. The plaintiffs asserted that the resolution of taking office or taking office of the provisional shareholders' meeting of the defendant company on March 17, 1962, which caused the above registration, is null and void, or that such resolution did not exist even if it was not made.

The evidence Nos. 6,14, 15, 16, and 17, evidence Nos. 6, 15, 16, and 17, evidence Nos. 4-1 through 4, the authenticity of which is recognized by Non-Party 9’s testimony of the court below witness Gap, and the testimony of Non-Party 11 is combined, the defendant company held a temporary general shareholders’ meeting on March 17, 1962. The above general shareholders’ meeting revealed the fact that there was no resolution of removal or appointment from office, and that there was no resolution of removal from office or appointment from office against the above evidence. Even if the contents of testimony of Non-Party 12, and 13 of the court below’s witness Nos. 12 and 13, which were contrary to the above evidence, were believed to have been trusted at the above general shareholders’ meeting, and it was sufficient that the above provisional shareholders’ meeting had no resolution of removal from office and other documents to recognize the existence of the above provisional shareholders’ meeting.

(Therefore, the plaintiffs' claim to nullify the invalidity of the first claimant's general meeting is not justified in this respect).

In addition, the above determination that there was no interest in the plaintiffs' claim as to the non-existence of the above resolution at the general meeting of shareholders. According to the contents of the non-party 1 and 8, the above non-party 2's non-existence of the above resolution at the general meeting of shareholders and the purport of pleading by the parties, the non-party 1 and the non-party 2's non-existence of the above resolution at the general meeting of shareholders were 6. The non-party 1 and the non-party 2's non-party 3's non-existence of the above resolution at the general meeting of shareholders were 9. The non-party 1 and the non-party 2's non-party 3's non-existence of the above resolution at the general meeting of shareholders were non-party 1 and the non-party 2's non-party 1 and the non-party 3's non-party 3's non-existence of the above resolution at the general meeting of shareholders were non-party 1 and the plaintiff 1 and the non-party 2's non-party 1 were dismissed.

If so, the plaintiffs' claims shall be dismissed without being judged on the remainder of the claims. Therefore, the original decision that shares the same conclusion is justifiable, and the plaintiffs' appeal shall be dismissed in an unfair manner. The appeal cost shall be borne by the losing plaintiffs. It is so decided as per Disposition by the assent of all participating parties.

Judges Kim Young-ju (Presiding Justice)