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The judgment below is reversed and the case is remanded to Seoul High Court.
Reasons
The grounds of appeal are examined.
1. Claims related to the standing to sue or the interest of lawsuits;
A. A director of a corporation may terminate legal relations by unilaterally expressing his/her intention to resign from a corporation. Since such declaration of intention is a sole act to which the other party exists, in principle, it takes effect upon arrival of the other party. It does not take effect upon the resolution of the board of directors or approval of the competent
and after the effect of the declaration, the declaration can not be withdrawn in mind.
(1) The former director may perform the former duties until the latter director is appointed, barring special circumstances where the latter director is deemed inappropriate to have the latter director’s duties, and there is no legal interest in seeking nullification of the resolution of the board of directors of the corporation, but there is no legal interest in claiming nullification of the resolution of the board of directors of the corporation, i.e., the latter director, even though all or part of the directors of the corporation had resigned, or the latter director has not been appointed, or where the latter director cannot perform the activities of the normal corporation. The latter director, barring special circumstances where it is deemed that the latter director would be inappropriate to have the latter director perform the duties of the corporation.
B. (See, e.g., Supreme Court Decision 2001Da1171, Jan. 10, 2003)
The lower court acknowledged the following facts.
1) On August 22, 2014, the Plaintiff, as a director of the Defendant’s representative, agreed to succeed to all rights and obligations with respect to the Defendant’s operation to H, who is the Defendant’s director, and, in accordance with the terms and conditions of the agreement, left the date of preparation of the above resignation letter to grant H a supplementary right to use it when it is necessary to improve the officer.