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(영문) 대법원 2017.03.30 2016다21643
사원총회결의무효확인
Text

The judgment below

Among them, the part on the claim for nullification of the reduction of directors' remuneration is reversed, and this part is relevant.

Reasons

Judgment ex officio is made.

1. In a lawsuit seeking confirmation, the benefit of confirmation is recognized only when it is the most effective and appropriate means to eliminate the Plaintiff’s right or legal status and to obtain a confirmation judgment (see, e.g., Supreme Court Decision 2009Da67115, Sept. 8, 201). Meanwhile, in a case where a limited liability company specifically determines the amount of remuneration for a specific director by the articles of incorporation or a resolution at a general meeting of partners pursuant to Articles 567 and 388 of the Commercial Act, the amount of remuneration shall be deemed as the content of an appointment contract and shall be bound by both the company and the company that are the party concerned. Thus, the said director’s explicit consent to the change of remuneration, or implied consent to the change of remuneration system, such as taking office with the knowledge that there was internal regulations or practices on the remuneration system that is paid differently or unpaid according to the contents of duties, such as taking office, a limited liability company cannot unilaterally reduce or deprive the remuneration of the director.

Therefore, even if a resolution to reduce or deprive the remuneration of the directors already incorporated into the terms of the appointment contract in the general meeting of members of a limited liability company, such resolution does not affect the right to claim remuneration of the directors regardless of the validity of the resolution itself.

2. According to the reasoning of the lower judgment and the record, the Plaintiffs, a member of the Defendant, who is a limited liability company, have opened a general meeting of members on December 30, 2014 and resolved to reduce the Plaintiffs’ remuneration from KRW 2.5 million per month to KRW 1.2 million per month (hereinafter “instant resolution to reduce remuneration”) were unilaterally reduced only against the Plaintiffs, and thus have been remarkably unfair and unfair, and have abused the principle of majority, and have sought confirmation on the invalidity of the instant resolution to reduce remuneration against the Defendant.

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