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(영문) 수원지방법원안양지원 2016.09.02 2014가합105825
손해배상(기)
Text

1. All of the plaintiff's claims are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On November 19, 2013, the Plaintiff, the representative director of F Co., Ltd. (hereinafter “F”), was to merge F with Defendant B, Defendant C, and D, the internal director of G Co., Ltd. (hereinafter “G”), and entered into an agreement (hereinafter “instant agreement”) with the following content: (a) mutual agreement between the merged corporation shall be E Co., Ltd.; (b) the Plaintiff shall have 29%, Defendant B A37%, Defendant C C shall have 29%, and Defendant D shall have 5%; (c) Defendant B shall have the representative director, Defendant C director, and the Plaintiff shall have the status of auditor.

B. On November 28, 2013, F and Defendant Company entered into a merger contract with the intent to merge F with Defendant Company (hereinafter “instant merger contract”). On December 30 of the same year, Defendant Company changed its trade name from G to E Company, and F was dissolved due to merger with Defendant Company.

On the same day, Defendant B was registered as the representative director of the Defendant Company, Defendant C, and D as the inside director of each Defendant Company, and the Plaintiff was registered as the auditor of each Defendant Company in the register of each Defendant Company.

C. On October 20, 2014, Defendant B, C, and D held a special general meeting of shareholders and resolved not to pay remuneration for the reason that the Plaintiff is a non-labor executive officer. On February 13, 2015, Defendant B, C, and D decided not to pay remuneration by holding a general meeting of shareholders and paying the Plaintiff’s remuneration at KRW 50,000 per month.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 4, 5, 11, Eul evidence Nos. 8 and 9, the purport of the whole pleadings

2. Determination as to the cause of action

A. Defendant B, as the representative director of the Defendant Company at the time of the formation of the instant agreement, agreed to pay KRW 8 million per month to the Plaintiff as remuneration for the auditor’s position from October 2014. However, since the Defendant Company did not pay remuneration from December 30, 2013 to December 30, 2016, the remainder, excluding the amount of KRW 288,000,000,000, which was already paid to the Plaintiff, excluding the amount of KRW 72,000,000,000,000,000,000 won.

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