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(영문) 대전지방법원공주지원 2016.01.27 2015가합20359
주주총회부존재확인
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Facts of recognition;

A. The Defendant held 70,000 shares issued for the purpose of distributing, processing, selling, etc. agricultural and forest products, as agricultural companies that set capital of 350,000,000 won, D 33,410 shares (47.72%) as of October 7, 2013, and the Plaintiff owned 4,690 shares (6.7%).

And D is the only internal director of the defendant.

B. Around August 7, 2014, D sent a notice of convening a general meeting of shareholders as follows to the Plaintiff, E, and F, the Defendant’s shareholder.

1. Date: At 10 o'clock on August 16, 2014 ( Saturdays);

2. Place: A office located in Cheongyang-gun G;

3. The agenda of meetings;

(a) Matters to be reported: Operation report and consultation on countermeasures of the current agricultural company B;

(b) A bill referred to in subparagraph 1 of this Article: A bill referred to in subparagraph 2 that shall be made at the time of maintaining a farming house at the time of paying the unpaid expenses and retirement expenses incurred in relation to the maintenance of a farming house: A bill referred to in subparagraph 4 that shall be made for repayment of personal loans and payment of interest, such as H, C, I, and J: Other measures for normalization of management.

C. D, according to the above notification, around 10:00 on August 16, 2014, at the Defendant’s office, held a general meeting of shareholders (hereinafter “instant general meeting”). A resolution was made to approve C’s demand for reimbursement of KRW 112,200,000 for Defendant’s loan 112,20,000 as follows.

Part of C's bonds shall be repaid by selling four remaining five farming houses of the present agricultural company B (State) to C.

(b) Sales proceeds shall be KRW 60,000,000 per farming company (15,00,000 per farming company) and the balance of KRW 52,20,000 (52,00,000 for matters to be resolved shall be stated as KRW 52,00,00,000, which appears to be a clerical error in the “52,20,000,000”, shall be paid to Section B from November 2, 2014 to the settlement of the balance, taking into account the difficult circumstances in Section B (B).

(c) Four shops sold shall be leased and operated by C;

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