(a) Whether there exists a legal interest seeking confirmation of the absence of a resolution for replacement of an executive officer, if the former is appointed after the resolution of the general meeting of shareholders for replacement of an executive officer was adopted through legitimate procedures;

(b) Validity of a resolution of the general meeting of shareholders by notification of omission of a notice for convening a part of shareholders and non-compliance with statutory period;

A. Even if a director is dismissed from office before the expiration of the term of office through a resolution of the general meeting of shareholders of the replacement of an officer, and the appointment of the latter director is later made through legitimate procedures, it is merely a claim for confirmation of non-existence or invalidity of the first director's replacement resolution, even if there is no existing or invalid resolution, and thus, it lacks the requirements for protection of rights as a lawsuit for confirmation.

B. If a resolution was made with the attendance of shareholders exceeding the quorum by the legitimate convening authority by the unanimous consent of all the shareholders present at the general meeting of shareholders, even if a notice of convening a general meeting was not given to some shareholders or a written notice of failing to observe the statutory period was convened, such defect in the procedure of convening a general meeting of shareholders is not the absence of the resolution of the general meeting of shareholders or the grounds for invalidation

(a) Articles 380 and 386 of the Commercial Act; Article 228 of the Civil Procedure Act; Articles 363(1), 368, and 376 of the Commercial Act;

A. (B) Supreme Court Decision 92Da21708 delivered on October 12, 1993 (Gong1992, 496). Supreme Court Decision 90Da8715 delivered on February 28, 1992 (Gong1992, 1149), Supreme Court Decision 92Da21357 delivered on March 23, 1993 (Gong1993Sang, 1264), Supreme Court Decision 80Da2745,2746 delivered on July 28, 1981 (Gong1981, 14257).

Plaintiff

Shipowners Corporation, Inc.

Seoul High Court Decision 91Na3132 delivered on April 22, 1992

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

We examine the grounds of appeal.

1. On the first ground for appeal

In light of the records, the plaintiff was registered as a shareholder holding 17,50 shares in the register of shareholders of the defendant company on August 5, 1984, and thereafter, on January 26, 1986, since new shares were not allocated to the plaintiff at the time of issuance of new shares by the defendant company, the holding of the plaintiff's shares remains as it remains, and the decision of the court below that held that the shares held by the plaintiff at present at 3,500 shares due to the consolidation of shares by the defendant company held on August 29, 1987 is just and acceptable.

The judgment of the court below is without merit, and it is not erroneous in the misapprehension of the legal principles as to the admission of new shares, such as hearing of facts, violation of the rules of evidence.

2. On the second ground for appeal

Even if a director is dismissed from office before the expiration of the term of office through a resolution of the general meeting of shareholders of the replacement of an officer, if a director is appointed after the appointment of the former director, even if there is no resolution of the replacement of the former director, or if it is invalid after the appointment of the latter, it is merely seeking confirmation of the absence or invalidity of the existing legal relationship or legal relationship, and thus lacks the requirements for protection of rights as a lawsuit for confirmation (see, e.g., Supreme Court Decisions 90Meu158, Dec. 13, 1991; 91Da8715, Feb. 28, 1992).

According to the reasoning of the judgment below, the court below acknowledged that the non-party 1, the non-party 2, the non-party 3, the non-party 4, the non-party 5 (the above non-party 1), the non-party 7, the non-party 8, the non-party 9, the non-party 10, and the non-party 11 who were appointed respectively as the auditor as the director and the non-party 12 were presumed to have been held by the shareholders without holding the general shareholders' meeting as of April 7, 198, and thus, the non-party 1's resolution or the non-party 2's resolution cannot be seen as having any significant defect in its convening procedure or resolution method since the non-party 1 and other genuine shareholders of the defendant company were dismissed from the non-party 1 and the non-party 4 and the non-party 2's resolution or the non-party 1 and the non-party 3 were not entitled to dispute the above non-party 1's resolution or the non-party 1 and the non-party 2.

There is no reason to discuss this issue.

3. On the third ground for appeal

According to the reasoning of the judgment below, the court below rejected the plaintiff's assertion that the non-party 1 did not hold the second shareholders' general meeting or the non-party 2 did not hold the above shareholders' general meeting by deceiving the court to submit a false shareholders' general meeting to the above 50th shareholders' general meeting, and that the second shareholders' meeting was held by the non-party 2. The above non-party 7 et al. decided to increase the number of shares issued by the defendant company on April 7 of the same year to 450,00 won by increasing the number of shares issued by the 50th shareholders' general meeting and the above non-party 60 shareholders' general meeting was held at the above 60th shareholders' general meeting, and the non-party 22,500 shares out of the above 50th shareholders' general meeting were held at the above 70th shareholders' general meeting, and the above non-party 160 shareholders' general meeting was held at the above 60th shareholders' general meeting before the above 60th shareholders' general meeting.

In addition, as duly established by the court below, if the second resolution was adopted by the attendance of shareholders exceeding the quorum by the legitimate convening authority and by the unanimous consent of all the shareholders present at the general meeting, even if the notice of convening a general meeting was not given to some shareholders or was convened by a written notice of failing to observe the statutory period like the theory of lawsuit, such defect in the procedure for convening a general meeting is not a mere reason for revocation, not a non-existence or invalidation of the resolution (see, e.g., Supreme Court Decisions 80Da2745, 2746, Jul. 28, 1981; 86Da5553, Apr. 28, 1987; 90Da6774, May 28, 191). The judgment below is just and it is not erroneous in the misapprehension of legal principles as to the valid requirements of the resolution and the convocation of the general meeting of shareholders, such as the theory of lawsuit.

In addition, the judgment of the court below that there is no resolution of increase in the capital of the board of directors on April 7, 198 as above is justifiable (see, e.g., Supreme Court Decisions 87Da2316, Jul. 25, 1989; 89Nu4642, Feb. 9, 190). The non-party 14 did not acquire shares from the non-party 7, or the transfer to the non-party 14 to the above non-party 6 months have not passed since the date of payment of new shares was the transfer of shares before the issuance of share certificates and the transfer to the non-party 14 to the above non-party 6 months have not passed since all of the above non-party 14 were related to the part which the court below judged that the above resolution of the board of directors was valid and it is no longer reasonable to determine

4. On the fourth ground for appeal

According to the reasoning of the judgment below, the court below held that all the above directors and auditors appointed by the second resolution at the provisional general meeting of shareholders held on October 17, 1989 and the non-party 15, the non-party 7, and the non-party 17 were elected respectively as auditors (hereinafter referred to as the "third resolution"), and the registration of such contents was completed on October 18 of the same year at the provisional general meeting of shareholders held on November 8 of the same year, and the non-party 15, the non-party 16, the director of the above non-party 16, dismissed, and the new director was removed, and the non-party 1, the non-party 4, the non-party 5, and the non-party 18, the auditor, and the non-party 6 were not registered on November 9 of the same year, and the non-party 4 and the non-party 5's general meeting of shareholders held the above non-party 1 and the non-party 3's general meeting of shareholders were not held.

There is no reason to discuss this issue.

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

Justices Kim Yong-sung (Presiding Justice)