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(영문) 서울고등법원 2018.06.14 2017나2063178
이사회결의무효확인
Text

1. All appeals filed by the plaintiffs are dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. The reasoning for the court’s explanation concerning this case is as stated in the first instance court’s reasoning, except for the parts which are dismissed or added as stated in the second instance court’s decision, and thus, it is acceptable in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. On the third page of the judgment of the court of first instance, the part which is dismissed or added, “interprehion” in paragraph 1 of the judgment of the court of first instance shall be read as “interprehion of the present and present people”

The "attached sheet" in attached Forms 8 and 10 of the judgment of the first instance court shall be raised as the "attached Form" in attached Forms 8 and 8.

Part VI through 7 of the decision of the first instance court shall be deleted from the 6th through 7th of the decision of the first instance.

From 7th to 12th of the judgment of the first instance court, “it is impossible to readily conclude that an act of disposal of basic property of an incorporated foundation is null and void solely on the ground that an incorporated foundation violates procedures prescribed by the articles of incorporation or internal regulations, unlike the case without the permission of the competent authority.”

Article 60 of the Civil Act provides that “The restriction on the power of representation of directors shall not be asserted against a third party unless it is registered.” Thus, even if a representative of a juristic person did not undergo a resolution of the board of directors, the resolution of the board of directors is merely an internal decision-making of a juristic person and if the other party was aware or could have been aware of the absence of such resolution by the board of directors, the transaction shall be effective. The other party’s malicious faith must be proved by the person who asserts it (see Supreme Court Decisions 89Do570, May 23, 1989; 78Da389, June 27, 1978). In this case, there is no proof as to the fact that, at the time of purchasing the real estate in this case, the representative knew or could not have known that there was no legitimate resolution by the board of directors of the defendant on the sale of the real estate in this case.

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