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(영문) 서울고등법원 2018.08.31 2017나2051366
손해배상청구의 소
Text

1. Of the judgment of the court of first instance, the part against Plaintiff A, which orders payment below, shall be revoked.

Reasons

1. The basic facts;

2. The grounds for this part of the plaintiffs' assertion are as stated in the corresponding part of the judgment of the court of first instance (Article 1 and 2), except for the deletion of the part of the second 11th mary of the judgment of the court of first instance. Thus, this part is cited as it is in accordance with the main sentence of Article 42

3. Determination as to Plaintiff A’s claim

A. Article 385(1) and Article 385(1)1 of the Commercial Act (Removal) provides that a director may be removed from office at any time by a resolution adopted at a general meeting of shareholders under Article 434. However, in cases where the term of office of a director has been fixed and the director is removed before the expiration of such term without justifiable cause, the director may claim damages from the company. “Justifiable cause” as provided in the above provision does not mean that a mere subjective trust relationship between shareholders is lost, such as incombustibility. This does not mean that “Where a director has committed an act in violation of Acts and subordinate statutes or the articles of incorporation, or where it is considerably difficult to perform his/her duties as a mental or physical manager, such as failure to establish or promote an important business plan, and thus, the pertinent director bears the burden of proof as to the Plaintiff Company A’s dismissal under Article 204Da25610, Oct. 15, 2004 (see, e.g., Supreme Court Decision 2004Da256174, supra.).

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