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(영문) 서울남부지방법원 2020.10.15 2020가합101
이사회결의무효확인
Text

All of the instant lawsuits are dismissed.

Litigation costs shall be borne by the plaintiff.

Reasons

1. Basic facts

A. The Defendant is an incorporated foundation established for the purpose of establishing and operating medical institutions, and the Plaintiff was appointed as the Defendant’s director on July 29, 2009 and resigned on July 12, 2012.

B. On March 23, 2010, the Defendant held a board of directors to appoint C as a director and a chief director, and passed a resolution to resign D. On September 9, 2019, the Defendant held a board of directors to appoint E as a director with the power of representation and passed a resolution to approve financial loans from an enterprise bank.

(hereinafter referred to as "the resolution of each board of directors of this case" collectively with the above resolution of each board of directors . . / [Grounds for recognition] Gap 1, 7 (including branch numbers; hereinafter the same shall apply), and Eul 8

2. The Plaintiff’s assertion that the resolution of the board of directors adopted on March 23, 2010 by the Defendant did not go through legitimate procedures for convening the board of directors, and the board of directors did not have any fact held. Therefore, the above resolution of the Defendant’s board of directors held after March 23, 2010, which was held by C, appointed as the representative director by the invalid resolution, is null and void. As such, the resolution of the board of directors adopted on September 9, 2019

3. Determination on this safety defense

A. The Defendant’s main defense and the Plaintiff’s assertion on this issue asserted that, as the Plaintiff resigned from office on July 12, 2012, the Plaintiff could not exercise his/her authority as a director even if each of the instant resolutions becomes null and void, there is no interest in seeking nullification.

As to this, the Plaintiff: (a) the representative director H of G G, a company that leased the funeral home of F Hospital run by the Defendant, and (b) around July 2012, the directors to be newly appointed, who would have induced the Plaintiff to invest in the Defendant’s capital; (c) on July 12, 2012, the Plaintiff, by deceiving H from the office of H, ordered the Defendant to resign from the office of the Defendant; and therefore, (d) the Plaintiff maintains the Defendant’s position even thereafter; and (e) the Plaintiff was on March 2010.

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