(a) Purport of a lawsuit seeking a transfer of stocks, the non-existence of an acquisition contract, or the nullification thereof;

(b) the measures of the appellate court where only the plaintiff appealed against the judgment of retirement but the request is groundless.

(c) A case where disputing the validity of transfer of shares prior to issuance of share certificates violates the principle of trust and good faith;

A. A lawsuit seeking the non-existence of a stock transfer/acquisition contract or the invalidity confirmation of a stock transfer/acquisition contract shall not be deemed as seeking the non-existence of a stock transfer contract itself or the invalidity confirmation itself, which is a previous legal act, but shall be deemed as seeking the confirmation of the non-existence or invalidity of the existing legal relationship based on the said contract, on the ground that the contract

B. Where only the plaintiff appealed against the judgment of the court of first instance that dismissed the lawsuit, but it is deemed that the plaintiff's claim is groundless as a result of the trial, the judgment of the court of first instance is revoked, and if the plaintiff's claim is dismissed, it would be disadvantageous to the plaintiff who is the appellant, and thus,

C. As a de facto single shareholder of a stock company, if a person who owned the entire shares and was the representative director does not have the ability to repay his/her obligations to the trading company during which he/she did not issue the share certificates, he/she shall not be allowed to dispute the validity of the transfer of shares on the ground of the fact that the transferee of the shares is currently operating the stock company that he/she received by transfer as above and his/her share certificates were not issued or that the transfer did not follow the method of transferring shares under the Commercial Act, is in violation of the principle of good faith.

A. Article 228(b) of the Civil Procedure Act: Article 385 of the same Act; Article 335 of the Commercial Act; Article 2(1) of the Civil Act

A. Supreme Court Decision 66Da17 delivered on March 15, 1966, 71Da674 delivered on May 31, 197, Supreme Court Decision 73Nu30 delivered on March 27, 1973, and 82Nu491 delivered on December 27, 1983. Supreme Court Decision 80Da580 delivered on April 26, 1983

[Judgment of the court below]

Defendant 1 and 3 Defendants, Counsel for the defendant-appellant-appellee

Seoul High Court Decision 85Na4500 Decided October 24, 1986

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

The Plaintiff’s attorney’s ground of appeal is examined.

1. On the first ground for appeal:

A lawsuit seeking the non-existence of a stock transfer/acquisition contract of this case is not deemed to be seeking the non-existence of a stock transfer contract itself or the invalidity confirmation itself, which is a previous legal act, but rather the purport of seeking the confirmation of the non-existence of a legal relationship or the invalidity of a contract based on the ground that the contract is not nonexistent or null and void. Therefore, the court below erred by misapprehending the legal principles as to the interest of confirmation by deeming that the claim for confirmation of this case is seeking the absence of a past fact or the interest of confirmation exists (see, e.g., Supreme Court Decision 71Da674, May 31, 1971; 66Da17, Mar. 15, 1966).

However, even if the judgment of the court below further deemed that the plaintiff's claim of this case in domestic affairs is purporting to seek confirmation of the absence or invalidity of the current status of rights and obligations arising from the transfer or acquisition of the above shares, the plaintiff's claim is groundless since no evidence other than the evidence that the court below rejected and recognized that the transfer of the above shares is the most false transfer, and the judgment of the court of first instance, which dismissed the plaintiff's lawsuit of this case, is revoked the judgment of the court of first instance and dismissed the plaintiff's claim as a result of disadvantageous disadvantage to the plaintiff who is the appellant. Thus, the court below's dismissal of the plaintiff's appeal by supporting the conclusion of the judgment of the court of first instance cannot be raised as a tree because it erred in the disposition of the court below (see Supreme Court Decision 82Nu49

Ultimately, since the error of the above misapprehension of legal principles committed by the court below does not affect the conclusion of the judgment, it is not reasonable to discuss it.

2. On the second and third grounds:

According to the reasoning of the judgment of the court below, although the transfer of shares between the plaintiff and the defendant was not yet issued with the current shares of the defendant corporation at the time of its transfer, the court below determined that the plaintiff's actual shareholder as the representative director was 44,337,577 won of the defendant's company's debt to the non-party company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's 31,00,000 shares' company's company's company's company's company's company's 5,000 shares and 500 shares' company's company's company's company's company's company's company's company's company's company's shares's company's company's company's company'.

3. Therefore, the appeal shall be dismissed, and all costs of appeal shall be assessed against the losing party. It is so decided as per Disposition by the assent of all participating judges.

Justices Park Jong-dong (Presiding Justice)