Whether a request for perusal and reproduction of the minutes of the board of directors under Article 391-3(4) of the Commercial Act may be made by means of civil procedure (negative)

Article 391-3 (3) and (4) of the Commercial Act, Article 72 (1) of the Non-Contentious Case Litigation Procedure Act

Plaintiff

Han-si Co., Ltd. (Law Firm Macheon, Attorney Yu Byung-ok, Counsel for defendant-appellant)

Seoul High Court Decision 2010Na31428 decided April 18, 2012

The part of the judgment of the court below concerning the perusal and copy of the minutes of the board of directors' meeting shall be reversed, and the judgment of the court of first instance concerning this part shall be revoked, and this part of the lawsuit shall be dismissed. The remaining appeals shall

1. Judgment on the grounds of appeal

A. As to the first ground for appeal

According to the reasoning of the judgment of the court below and the judgment of the court of first instance cited by the court below, the court below acknowledged the fact that the plaintiff is a shareholder holding 39% of the shares issued by the defendant as of January 19, 2009, and the defendant's assertion that the defendant is not qualified as a shareholder on the ground that the plaintiff cannot be denied the fact that the plaintiff is a shareholder of the defendant, solely on the ground that the plaintiff's lawsuit seeking transfer of the above shares is a pending class of the joint business agreement.

In light of the records, the above judgment of the court below is just, and contrary to what is alleged in the grounds of appeal, the court below did not err by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, or

B. Regarding ground of appeal No. 2

According to the reasoning of the lower judgment, the lower court determined that it was insufficient to recognize that the Plaintiff’s claim for perusal and copying of the instant case did not infringe the Defendant Company’s business operation or the shareholder’s common interest, or that the Plaintiff’s acquisition of information as the Defendant’s competitor could be used for the competitive business, or that the Plaintiff was an exercise of an excessive disadvantageous time to the company.

In light of the relevant legal principles and records, the above determination by the court below is just, and contrary to what is alleged in the grounds of appeal, there is no error of law by misapprehending the legal principles on the limitation of shareholder inspection and copying.

2. Ex officio determination

According to Article 391-3(3) and (4) of the Commercial Act, a shareholder may make a request for perusal or reproduction of the minutes of the board of directors within business hours, but the company may refuse such request, stating the reasons therefor, and in such a case, a shareholder may peruse or copy the minutes of the board of directors with the permission of the court. Since the permission case, such as perusal of the minutes of the board of directors under Article 391-3(4) of the Commercial Act, is a non-contentious case as provided in Article 72(1) of the Non-Contentious Case Litigation Procedure Act, it is not allowed to request perusal

In light of the above legal principles, although the part concerning the perusal and reproduction of the minutes of the board of directors among the lawsuits in this case is deemed unlawful, the court below maintained the judgment of the first instance court as it is against this part of the claim. In this case, the court below erred by misapprehending the legal principles on the perusal and reproduction of the minutes of the board of directors.

3. Conclusion

Therefore, the part of the judgment of the court below regarding the perusal and copy of the minutes of the board of directors' meeting is reversed. Since this part is sufficient for this court to directly judge, this part of the judgment of the court of first instance concerning this part shall be revoked and this part of the lawsuit shall be dismissed. The remainder of the appeal shall be dismissed and all costs of the lawsuit shall be borne

Justices Min Il-young (Presiding Justice)