Whether it is possible to adjudicate the forfeiture of power where there is only one general partner of a limited partnership company.

The declaration system of the managing member's loss of authority in a limited partnership company is remarkably inappropriate or it is intended to remove obstacles to the operation of the company because it has been deprived of the managing member's authority who has committed serious breach of duty, and it does not aim at the failure or dissolution of the company. Thus, if a general partner has been sentenced to the loss of authority for the defendant in this case, the above company is in a state where there is no managing member, and the deprivation of the managing member's right of execution is naturally accompanied by the deprivation of his/her power of execution. Thus, the company is in violation of the purport of the provision of the above declaration system, since the company has reached a state where there is no representative member and thus it is impossible to operate the company.

Articles 269 and 205 of the Commercial Act

Plaintiff 1 and one other

Defendant

Chuncheon District Court of the first instance (73 Gohap14)

Supreme Court Decision 75Da1341 Delivered on April 26, 1977

(1) Revocation of the original judgment shall be revoked.

(2) The plaintiffs' claims are dismissed.

(3) The total costs of the lawsuit are assessed against the Plaintiffs.

It declares that the defendant's non-party limited partnership company loses its power to conduct business.

The judgment that the lawsuit costs shall be borne by the defendant

Judgment like the Disposition

(1) The plaintiffs were established on March 12, 1968 for the purpose of the taxi transportation business and its incidental business, and the defendant and his wife were already employed by the defendant and his wife, and the non-party 1 had reached the present status of a limited partnership with four partners since only the defendant changed to a limited partner, and the defendant was elected as the managing partner and the representative member of the non-party company since October 1969. Since the defendant did not permit the participation of the plaintiffs in the general meeting of partners and interfere with the plaintiffs' right of audit and accounting, and the representative member did not violate the important duties stipulated in the Commercial Act and the articles of incorporation and therefore, the non-party 2 company becomes a representative member of the non-party limited partnership without any authority and therefore, the declaration system of the loss of authority by the managing member becomes a representative member of the non-party 1 company which has no reason to deprive the managing member of the right of execution. Thus, the adjudication system of the loss of authority by the managing member has no reason to be applied to the non-party 2 company.

Furthermore, Nonparty 1, the Defendant’s wife, who filed a lawsuit against the non-party company as a partner with limited liability, was sentenced to a judgment in favor of the Plaintiff on May 30, 1975, and was sentenced to a final judgment of the Supreme Court on February 24, 1976, and the registration of dissolution was completed after the above judgment of dissolution became final and conclusive. However, since there is no dispute between the parties as to the facts in which the liquidator by Articles 269 and 252 of the Commercial Act has not yet been appointed, the above declaration system of loss of authority cannot be said to have no room for its application in that regard.

(2) Therefore, the plaintiffs' claims for this case are reasonable and dismissed. However, since the original judgment is unfair in conclusion and the defendant's appeal is justified, the original judgment is revoked, and the plaintiffs' claims are dismissed, and the total costs of the lawsuit are assessed against the losing party. It is so decided as per Disposition by the assent of all.

Judges Shin Jong-ho (Presiding Judge)