It is deemed that the representative director of a single-person company's transfer of shares without issuing the share certificates and then disputing the validity of the transfer of shares is in violation of the good faith principle.

In fact, a representative director of a company who has been a representative director of the company shall not exercise the right of lawsuit in violation of the principle of trust and good faith and shall not seek the transfer of the shares, the existence of the transfer of the shares, or the invalidity of the resolution of the general meeting of shareholders or the resolution of the resolution of the board of directors after the transfer of the shares, or the confirmation of the existence or invalidity of the resolution of the resolution of the general meeting of shareholders or the resolution of the resolution of the board of directors after the transfer of the shares, on the ground that the transfer of the shares was made before the issuance of the shares and the transfer of the shares was not made by the transferee of the company in a way to resolve the problems through the transfer of the shares and the lack of the ability to repay the shares.

Article 2(1) of the Civil Act, Article 355 of the Commercial Act

Plaintiff

Defendant 1 and three others

Gangnam Branch Court of Chuncheon District Court of the first instance (84 Gohap25 decided)

The appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

1. Revocation of the original judgment;

2. The Defendants:

A. On August 1983, 1983 between the Plaintiff and Defendant 1, there is no relationship of transfer or acquisition of 4,500 shares of Defendant 4’s common shares between the Plaintiff and Defendant 1,

B. On August 12, 1983, between the Plaintiff and Defendant 2 and Defendant 3, there is no relationship of transfer or acquisition of 500 common shares of Defendant 4 corporation,

C. On August 20, 1983, Defendant 4 Co., Ltd.: (a) a resolution of a temporary general meeting of shareholders appointing auditors, plaintiffs, and a resolution of the board of directors appointing Defendant 1 on the same day does not exist; (b)

D. The resolution by the board of directors which appointed Defendant 3 on September 9, 1983 by Defendant 4 corporation does not exist.

E. On October 20, 1983, the trade name of the headquarters of Defendant 4 Co., Ltd. under Article 1 (Trade Name omitted) of the Articles of Incorporation refers to (Trade Name omitted) and the resolution of a temporary general meeting of shareholders that amends the articles of incorporation, and the resolution of the board of directors that transfers the headquarters to the order-raising Seoul Special Self-Governing Province (Seoul Special Self-Governing Province Tax Office omitted) is not nonexistent (Preliminary each of the above provisions is invalid).

3. Defendant (Defendant 4 Company prior to the change of trade name) (Defendant 4 Company prior to the change of trade name) is the Plaintiff.

(a) Registered on October 24, 1983: (a) a registration consisting of “the date of the transfer of the head office and the trade name of the head office (trade name omitted) and the date of the order-raising Eup (sub-sub-sub-sub-sub-sub-sub-sub-sub-sub-sub-sub-sub-sub-

(b) Registration that was made on September 14, 1983 by “Defendant 1 of the representative director shall resign only from the office of representative director on September 9, 1983, and that became “Defendant 3 of the appointed representative director on the same day;

C. Registered on August 26, 1983, "the representative director who is a director, the representative director who is a director, Defendant 2 shall resign only from the office of representative director, the director, Nonparty 1, Nonparty 2, the auditor, and the auditor Nonparty 3 on August 20, 1983, respectively. On the same day, the following day shall implement the procedure for registration cancellation of registration, each of which constitutes "the representative director, the director, the director, the director, and the auditor, the non-party 1, the order-based Seoul Special Metropolitan City (detailed omitted), the auditor, the order-based Eup (detailed omitted), the auditor, and the representative director

4. The costs of the lawsuit are assessed against the defendant, etc. in the first and second instances.

(F) On July 7, 197, the Plaintiff’s shares were purchased by Nonparty 1 and Nonparty 1 and Nonparty 2’s shares were purchased by Nonparty 1 and Nonparty 1 and Nonparty 2’s shares were purchased by Nonparty 1 and Nonparty 6’s shares were purchased by Nonparty 1 and Nonparty 2’s shares were purchased by Nonparty 1 and Nonparty 6’s shares were owned by 0 and KRW 1,00 per share, and the total number of shares issued at the time of incorporation was not yet issued by Nonparty 1 and Nonparty 2’s shares were not disputed between the parties, and KRW 1,2 (each transfer and acquisition contract), KRW 4-7 (No. 6,70 per share, No. 1) and KRW 80 per share, and the Plaintiff’s remaining shares were purchased by Nonparty 1 and Nonparty 2’s shares purchased by Nonparty 3 with Nonparty 6’s shares at KRW 80 per share, and the Plaintiff’s remaining shares were not known to Nonparty 5 and Nonparty 6’s testimony by Nonparty 1.

According to the above facts, the Plaintiff, as a de facto single shareholder of the Defendant Company, transferred all of the shares of the Defendant Company to Defendant 1, Defendant 2, and Defendant 3, so the transfer of shares should be deemed lawful.

However, when the plaintiff, as the representative director of the defendant company, was faced with the insolvency crisis in early August 1983, when he had operated the defendant company, he pretended to seize the shares of the defendant company, and two persons would accept the defendant 2's recommendation on August 12, 1983, and make 4,500 shares out of the 5,000 shares of the defendant company to the defendant 1, and the remaining 50 shares were transferred to the defendant 2 and the defendant 3. It is argued that there was no transfer or acquisition of the above shares, and that there was no transfer or acquisition of the shares, and that there was no transfer or acquisition of the above shares, and that there was no transfer or acquisition of the shares by the defendant 1, the defendant 2, and the defendant 3 did not have any effect on the transfer or acquisition of the shares, and therefore, the plaintiff did not have any effect on the transfer or acquisition of shares before the resolution of the provisional general meeting of shareholders and the resolution of the board of directors of the defendant company as to the above transfer or acquisition of shares.

In light of the above facts, first of all, a lawsuit seeking confirmation of existence or absence of legal relations, and the claim for confirmation of existence or absence of legal relations in the past cannot be the object of the lawsuit for confirmation. Since the plaintiff's claim for confirmation of existence or absence of legal relations in the past is sought for confirmation of existence or absence of legal relations, the claim for part of the claim is unlawful as there is no benefit of confirmation. The plaintiff's claim for confirmation of absence of legal relations in the present case due to the above transfer or acquisition of shares, there is no evidence other than the above rejection of the plaintiff's assertion that the above transfer of shares is the most false transfer, and according to the above facts, the plaintiff's legitimate transfer of the above shares to defendant 1, 2, and 3 as a single shareholder of the defendant company, and thus, it cannot be denied the validity of the contract for transfer or acquisition of shares, and even if the plaintiff has not yet issued the above shares at the time of exercise of legal relations, the plaintiff's claim for confirmation of transfer or acquisition of shares cannot be issued because it did not go beyond the validity of the plaintiff's resolution and the transferee's claim for cancellation of shares.

Therefore, the lawsuit of this case is unlawful without any further determination, and thus, it should be dismissed. However, the original judgment is just in its conclusion, and the plaintiff's appeal is without merit, and the costs of appeal are assessed against the losing plaintiff. It is so decided as per Disposition.

Judges Nohn-Du (Presiding Judge)