Since the general meeting of shareholders convened by a person without authority has a substantial defect in the establishment of the general meeting even if there is a resolution of the general meeting, anyone can seek confirmation of non-existence of the resolution at any time.

Since the general meeting of shareholders convened by a person without authority has a substantial defect in the establishment of the general meeting even if there is a resolution of the general meeting, anyone can seek confirmation of non-existence of the resolution at any time.

Article 380 of the Commercial Act

Plaintiff 1 and one other

Plaintiff et al. al. co-litigation and one other (Attorney Han-soo et al., Counsel for the plaintiff-appellant)

Jinjin Industrial Co., Ltd. and one other

Daegu High Court Decision 66Na432, 433 decided June 21, 1967

All appeals by the plaintiffs and the joint litigants are dismissed.

The portion generated by the participation in the final appeal shall be borne by the joint litigants, and the remainder shall be borne by the plaintiffs.

The grounds of appeal Nos. 4 and 3 as well as the grounds of appeal No. 3 and No. 4 by joint intervenors;

According to the plaintiffs and intervenors, although they did not hold a temporary shareholders' meeting or a board of directors' meeting on June 25, 1965, the defendant Jinjin Industrial Co., Ltd. held the above general shareholders' meeting, they retired on their day, and there was a resolution to appoint the non-party 5, non-party 6, non-party 7, and the auditor to appoint the non-party 8. The board of directors prepared each false minutes of the resolution to appoint the non-party 5 as the representative director and completed the registration procedure. Accordingly, the resolution to appoint the non-party 5 as the non-party 1 as the temporary shareholders' meeting or the liquidator of the non-party 1 as the non-party 5's temporary shareholders' meeting and the resolution to approve the completion of liquidation at the temporary shareholders' meeting on December 1, 1965, the non-party 1 and the non-party 5's temporary shareholders' meeting were convened without the right to convene each general shareholders' meeting or the non-party 1 as the non-party 16's temporary directors' meeting.

However, even though there was no fact that a general meeting of shareholders was held, if the minutes containing such fact were made by making them false and registered, the general meeting of shareholders shall not be held, and even if a general meeting of shareholders convened by a person without authority was held by a general meeting and resolution, there is a substantial defect in the establishment of the general meeting, so in such a case, anyone may seek confirmation at any time, not confirmation of invalidity of the resolution. However, if the original judgment and records are examined, the court below erred by misapprehending the facts or by failing to err by misapprehending the legal principles in its judgment, since each of the defendant's shares held by the plaintiffs were transferred to the above non-party 5, and each of the defendant's shares held by the plaintiffs to the above non-party 1, June 25, 1965, and the resolution of resignation and appointment of each of the members was made lawfully. Accordingly, as mentioned above, each of the board of directors elected each of the representative directors and each of the general meetings decided to be resolved by a legitimate person in the order of resolution of liquidation.

Joint Grounds of Appeal Nos. 1, 2, 5, and 10 and 1, 2, and 4 of the Intervenor’s agents;

As stated in the former part, the court below should have rejected the claims of the plaintiffs and the intervenors on the premise that the general meeting or the board of directors of the issue was not held or that they were not called by an unentitled person with respect to the claim for confirmation of non-existence of the resolution of this case. However, although the judgment was rendered with respect to the internal power, method, effect, etc. of the transfer of shares in this case, each of the above resolutions that the transfer of shares becomes null and void is not related to the cause of the claim, and therefore, the judgment of this part is nothing more than unnecessary. Accordingly, this part of the judgment of the court below is nothing more than adding unnecessary.

(1) The effect of the transfer of shares prior to the issuance of share certificates is inconsistent with each other; and

(2) The transfer of shares prior to the issuance of share certificates becomes effective in community, and the issuance of share certificates was limited; and

(3) In so determining, there were errors in deeming the retroactive effect of the instant shares as a sale under the condition of suspending issuance of share certificates;

(4) in favor of the provisions of Articles 389(3) and 386(1) of the Commercial Act;

(5) Recognizing the fact that the parties did not have to file a report with the representative director who did not claim, and

(6) there is a lack of explanation about a vague fact; and

(7) The agreement on stock transfer and its joint and several sureties concluded was invalid in violation of Article 341 of the Commercial Code; and

(8) In error that the share certificates were endorsed to the assignee; and

(9) without evidence, the business property transfer contract was recognized; and

(10) In error that recognized the endorsement of share certificates as ratification; and

(11) In determining that the transfer of shares becomes effective after the expiry of a reasonable period necessary for the issuance of share certificates; and

(12) Each issue that there is a defect in the purchase and sale of shares without a special resolution of the Assembly, each of the arguments is groundless for the claimant itself without any determination.

Therefore, each appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

[Judgment of the Supreme Court (Presiding Judge) Dog-Jak Kim Kim-ek-sapon