1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

1. Basic facts

A. The Defendant is a stock company incorporated on April 10, 201 for the purpose of real estate rental, etc. by making its trade name C, and the Plaintiff A was a shareholder and director of the Defendant as of October 16, 201, and was dismissed from office on November 11, 2014, and Plaintiff B is the Defendant’s shareholder.

B. On October 16, 2014, the Defendant: (a) held a board of directors meeting on a October 16, 2014; (b) held three directors among four in-house directors, and passed a resolution to elect inside directors D as representative director with the consent of all participating directors (hereinafter “instant resolution”).

C. The provisions pertaining to the resolution of the board of directors in the defendant's articles of incorporation are as follows.

§ 33 (Convocation of Board of Directors) The board of directors shall be convened, if any, by notifying each director and auditor at least one week prior to the date set for the meeting of the board of directors.

However, with the consent of all the directors and auditors, the convocation procedure may be omitted.

Article 34 (Resolution of Board of Directors) Resolutions of the Board of Directors shall be attended by a majority of the directors present.

Article 35 (Minutes of Board of Directors) The minutes of Board of Directors shall contain the summary and result of the proceedings, and shall be signed and sealed or signed by the directors and auditors present.

On the other hand, the defendant's representative director D who was appointed by the resolution of this case during the proceedings of this case, and the inside director E was appointed as a new representative director on December 19, 2014.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 4, purport of the whole pleadings

2. According to Article 33 of the defendant's argument in the plaintiff's articles of incorporation, when the board of directors is to convene the board of directors meeting, each director and auditor shall be notified and convened prior to the day before the meeting is held. The plaintiff A and former representative director F at the time of the resolution in this case did not notify the convocation of the board of directors meeting to the plaintiff A and former representative director F at the time of the resolution in this case. As the former representative