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(영문) 광주지방법원목포지원 2016.07.06 2015가단5437
주주명의변경 무효
Text

1. The plaintiff's primary and conjunctive claims are all dismissed.

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

Reasons

1. Basic facts

A. As of August 2, 2012, the corporate register of C contains the content that the Defendant withdraws from the representative director on July 30, 2012, and that the Plaintiff is appointed to the representative director on July 30, 2012, respectively.

B. In addition, as of July 30, 2012 between the Plaintiff and the Defendant, the instant share transfer contract was concluded between the Plaintiff and the Defendant stating that the instant share in the name of the Defendant would be transferred to the Plaintiff, and accordingly, the title of the instant share was changed to the Plaintiff.

C. Meanwhile, Article 7 of the C Articles of Incorporation provides that “any member may transfer all or part of his share to another person upon a special resolution of the general meeting of members pursuant to Article 585 of the Commercial Act.”

[Reasons for Recognition] Facts without a partial dispute, Gap evidence Nos. 1 through 3, Eul evidence Nos. 1 and 3, the purport of the whole pleadings

2. As to the main claim of this case, the lawsuit seeking confirmation of invalidity of the transfer and acquisition of shares does not mean that the lawsuit seeking confirmation of invalidity of the transfer and acquisition of shares itself, which is a previous legal act, is the purport of seeking confirmation of non-existence or invalidity of the existing legal relationship, which is based on the contract, on the ground that the contract does not exist or is null and void (see Supreme Court Decision 86Meu2675, Jul. 7, 1987). Thus, it is reasonable to deem that the plaintiff seeking confirmation of the main claim of this case is not related to the past legal relationship or factual and economic interest, but rather to seek confirmation of the current legal relationship based on the specific and legal interest of the share of this case, the transfer and acquisition of which are made by the plaintiff as owned by the plaintiff. Therefore, it is reasonable to deem that there is a benefit of confirmation.

Plaintiff’s assertion

① The Plaintiff only prepared the minutes of the general meeting of members according to the Defendant’s instruction, and the instant agreement on the transfer of shares is C’s articles of association.

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