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The judgment below is reversed and the case is remanded to Seoul High Court.
Reasons
The grounds of appeal are examined.
1. As to the ground of appeal No. 1, on the grounds indicated in its reasoning, the lower court determined as follows: (a) the Defendant Company filed a lawsuit against the Plaintiff for confirmation of shareholders’ rights; (b) made investments in P without obtaining the approval of the board of directors; (c) made and executed a resolution on the pFriphal licensing by the board of directors without obtaining the Plaintiff’s consent; and (d) it is difficult to readily conclude that the removal of directors G constitutes a violation of the agreement between the shareholders
In light of the relevant legal principles and records, the judgment of the court below is just, and contrary to the allegations in the grounds of appeal, there were no errors by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, or by misapprehending
2. Regarding ground of appeal No. 2
A. The record reveals the following circumstances.
1) The Plaintiff asserted that the Defendant Company’s removal of G as F’s shareholder constitutes a violation of the Convention between Shareholders, and sought payment of the penalty of KRW 4 billion for violation of the Convention against Defendant Company and Joint sureties, a joint guarantor, and that the first instance court delegated relation with the Company and the director. As such, the Company may be dismissed at any time by a special resolution of the general meeting of shareholders. There is no circumstance that the Plaintiff requested the Defendants to appoint a director again, after the removal of the director G, requested the Defendants to appoint the director again, or the Defendant rejected the proposal to appoint the Plaintiff at the general meeting of shareholders, or that the appointment of the Plaintiff was rejected by the F’s recommendation at the general meeting of shareholders. This part of the claim was dismissed. 2) After filing an appeal, the Plaintiff filed an appeal, and then dismissed the Defendant Company’s removal of G from F’s director from the preparatory document on July 5, 2017.