[Judgment of the court below]

Chang Transportation Co., Ltd. (Law Firm Seomun, Attorney Oi-chul, Counsel for the defendant-appellant)

October 15, 2015

Seoul Western District Court Decision 2013Gahap12365 Decided January 15, 2015

1. Of the judgment of the court of first instance, the part concerning a claim for perusal and reproduction of each document listed in the attached Tables 1 and 8 shall be revoked, and the lawsuit corresponding to the revoked part shall be dismissed;

2. The defendant's remaining appeal is dismissed.

3. All costs of the lawsuit shall be borne by the defendant.

1. Purport of claim

The defendant, for a period of 30 days after the service date of the original copy of the judgment of the first instance, excluding holidays, shall allow the plaintiff to peruse and copy (including photographs and reproduction of computer storage media) the documents and books in the attached sheet within 09:00 to 18:00) of the defendant's main office located in Mapo-gu Seoul Metropolitan Government ( Address omitted).

2. Purport of appeal

The part of the judgment of the first instance against the defendant shall be revoked, and the plaintiff's claim corresponding to the revocation shall be dismissed.

1. Basic facts

(a) Status and relationship of the parties;

1) The Defendant is a company established for the purpose of the business of transporting taxi passengers and the business of transporting cars and its ancillary business, and the number of the taxi owned is about 70 cabs, and as of December 16, 2013, the total number of the Defendant’s issued stocks is about 9,000 share (10,000 won per share) and the capital is KRW 90,000,000.

2) As of December 16, 2013, at the time of the filing of the instant lawsuit, the Plaintiff is the Defendant’s shareholder holding 3,000 shares out of 9,00 shares issued by the Defendant (33.3%) as of December 16, 201, and is the Defendant’s representative director holding 3,00 shares of the Defendant (33.3%) and Nonparty 2’s shares holding 3,00 shares of the Defendant as the Defendant’s representative director.

B. Plaintiff’s request for perusal and copy, and Defendant’s rejection

Around July 2013, the Plaintiff filed a written claim with the reasons for the perusal and copy of the accounting books, documents, etc. entered in the separate sheet on two occasions. The Plaintiff filed a written claim with the Defendant for the perusal and copy of the accounting books, documents, etc. stated in the separate sheet on the following grounds: (i) the Defendant did not hold a general meeting of shareholders from around 2008; (ii) the Defendant failed to pay the Plaintiff for about ten (10) months from around 201 to around 2008; and (iii) the corporate tax was evaded by reporting the payment of the benefits; (iv) the Defendant’s representative director did not pay dividends to the Plaintiff; (iv) the Defendant’s withdrawal and embezzlement of the Defendant’s funds while arbitrarily managing the Plaintiff’s account; and (v) the Defendant leased the company’s site from Nonparty 1, etc., who is the representative director, and paid the rent excessively;

C. Defendant’s issuance of new shares

1) The Defendant’s board of directors adopted a resolution on May 7, 2014, stating that “new stocks shall be issued at KRW 138,000 per share; the issue value shall be KRW 10,000 per share; the base date for allocation shall be May 27, 2014; the date for subscription shall be June 12, 2014; and the due date for payment of stock price shall be June 13, 2014,” which was in the process of the instant trial proceeding.

2) In the Defendant’s new shares issuance procedure following the above resolution, Nonparty 1 acquired 46,00 shares and Nonparty 2 acquired 46,000 shares respectively. Accordingly, as of the effective date of the issuance of new shares (as of June 14, 2014), the Defendant’s total number of shares issued (i.e., 9,00 shares + 92,00 shares for new shares, 10,000 shares for one share) increased from KRW 90,000 to KRW 10,000 for capital. Nonparty 3,000 shares, and Nonparty 1 owned 49,00 shares + 3,00 shares for existing shares + 46,00 shares + 400 shares for new shares, and Nonparty 2 owned 30,00 shares for 300,000 shares for new shares (=300,000 shares for existing shares + 3000 shares for 30,000 shares).

[Reasons for Recognition] Unsatisfy, Gap evidence Nos. 1, 2, Eul evidence Nos. 1, 2, 11, and 12, the purport of the whole pleadings

2. Requests for perusal and reproduction of the documents listed in paragraphs (1) and (8) of the attached list;

ex officio, the defendant submitted the documents (Articles of incorporation) and the documents (a lease agreement entered into by the defendant company with the non-party 1 and the non-party 2) stated in the attached list No. 1 in the trial. The plaintiff no longer needs to seek the perusal and copying of each of the above documents as a lawsuit. Thus, the part of the claim for perusal and copying of each of the above documents is unlawful as there is no benefit of lawsuit.

3. Requests for perusal and reproduction of the documents listed in paragraphs 2, 5, and 6 of the attached list;

(a) Relevant legal provisions;

Directors shall keep the articles of incorporation, minutes of a general meeting of shareholders at the principal office and branch offices, shareholders' list, and bond register at any time during the business hours (Article 396 of the Commercial Act). Stockholders and creditors may request perusal or copying of the above documents at any time during the business hours (Article 396 of the Commercial Act). Stockholders and creditors may inspect the documents and audit reports under Article 447 (Sheet, Income Statement, Change of Capital, Statement of Appropriation of Appropriation of Earnings, Statement of Disposition of Deficits or Disposition of Deficits, and Documents annexed thereto) of the Commercial Act and Article 447-2 (Business Report) of the Commercial Act at any time during the business hours, and may demand the delivery

B. Determination on the main defense of this case

The defendant has no longer held shares equivalent to 3/100 or more of the total number of shares issued by the defendant due to the issuance of new shares by the defendant. Since the plaintiff failed to meet the requirements for filing a lawsuit under Article 466(1) of the Commercial Act, which is a basis provision for the claim for perusal or copying of account books and documents, the part of the claim for perusal and copying of the documents mentioned in Articles 2, 5 and 66(6) of the attached list is unlawful.

On the other hand, the documents listed in Paragraph (2) of the attached list are “Minutes of the general meeting,” the documents listed in Paragraph (5) of the attached list are “financial statements, such as balance sheets and income statements,” and the documents listed in Paragraph (6) of the attached list are “business reports.” According to the relevant legal provisions as seen earlier, the Plaintiff, a shareholder of the Defendant company, may request the Defendant to peruse or copy the “Minutes of the general meeting” in accordance with Article 396 of the Commercial Act, and the “financial statements, such as balance sheets and income statements, and accompanying statements,” and “business reports” in accordance with Article 448 of the Commercial Act. In addition, the right to peruse or copy under Article 466(1) of the aforementioned Commercial Act may be exercised independently by the individual shareholder, and the shareholder need not hold shares equivalent to at least 3/100 of the total number of issued and outstanding shares pursuant to Article 466(1) of the Commercial Act. Accordingly, the

C. Judgment on the merits

1) Determination on the cause of the claim

In full view of the contents of the relevant legal provisions as seen earlier, barring any special circumstance, the Defendant is obligated to allow the Plaintiff to peruse and copy the documents listed in attached Tables 2, 5, and 6 within the scope of 30 days, excluding legal holidays, from the date the instant judgment became final and conclusive to the extent that the Plaintiff seeks, within the scope of the Plaintiff’s claim.

2) Judgment on the defendant's defense

The defendant, after the death of Nonparty 3, who was the father of the plaintiff and the former representative director of the defendant, brought a protest to the effect that the plaintiff's act constitutes an abuse of rights since it was filed for the malicious purpose of coercing Nonparty 1, who was the representative director and the shareholder of the defendant, and Nonparty 2, who was the shareholder of the defendant.

In this case, the company cannot reject the request unless there are special circumstances such as the existence of justifiable purpose. In this case, the burden of proof as to the existence of no legitimate purpose is borne by the company (see Supreme Court Decision 2008Da37193, Jul. 22, 2010), and the evidence Nos. 3 through 8 and 13 through 15 (including serial numbers; hereinafter the same shall apply) are sufficient to recognize that the plaintiff filed a request for inspection and copying of the documents listed in Articles 2, 5 and 6 of the attached Table No. 2, 5, and 396 (6) of the Commercial Act for the purpose of causing harassment to Non-Party 1 and Non-Party 2 and interfering with his/her business, and there is no other evidence to acknowledge this otherwise. Therefore, the defendant's defense is without merit.

4. Requests concerning the books and documents listed in attached Tables 3, 4, 7, 9, 10;

(a) Relevant legal provisions;

Any shareholder who holds shares representing no less than 3/100 of the total issued and outstanding shares may request, in writing stating the reasons therefor, the inspection or copying of the account books and documents (Article 466(1) of the Commercial Act); and the company shall not refuse such request unless it proves that such request is unreasonable (Article 466(2) of the Commercial Act).

B. Determination on the main defense of this case

The defendant has no longer held shares equivalent to 3/100 or more of the total number of shares issued by the defendant due to the issuance of new shares by the defendant. Since the plaintiff failed to meet the requirements for filing a lawsuit under Article 466(1) of the Commercial Act, which is a ground provision for the claim for perusal or copying of account books and documents or copies of account books and documents, the part of the claim for perusal and copying of the account books and documents stated in the attached list Nos. 3, 4, 7, 9, and 10 shall be deemed unlawful.

The account books and documents stated in the separate list 3, 4, 7, 9, and 10 fall under the account books and documents of Article 466(1) of the Commercial Act. At the time of the plaintiff's filing of the lawsuit in this case, 33.3% of the shares were no longer owned by the defendant's issuance of new shares due to the defendant's filing of the lawsuit in this case. However, in full view of the above facts and the aforementioned evidence, even though the plaintiff filed a claim against the defendant for perusal or copying of account books and documents around July 2013, the defendant did not respond to about 10 months, and 0% of the shares were less than 00,000,000 won, and 10% of the shares were less than 0,000,000 won, and 10% of the shares were less than 10,000 won, and 30% of the shares were less than 10,000 won and 30% of the existing shares issued by the plaintiff and 20, respectively.

In light of the above circumstances, the Defendant appears to have tried to circumvent the Plaintiff’s right to peruse and copy the Plaintiff, who is a shareholder through the issuance of new shares. After a considerable period of time from the Plaintiff’s request for perusal and copy that met the requirements for shares of 3%, it is reasonable to view that the Plaintiff is still able to exercise its right to peruse and copy the Plaintiff’s right to peruse and copy, in a case where the Plaintiff becomes unable to meet the requirements for shares of 3% in the litigation proceeding due to the issuance of new shares as above. Accordingly, the Defendant’

C. Judgment on the merits

1) Determination on the cause of the claim

In full view of the contents of the relevant legal provisions as seen earlier, barring any special circumstance, the Defendant is obligated to allow the Plaintiff to peruse and copy the books and documents listed in the attached Table 3, 4, 7, 9, and 10 within the scope of 30 days except for legal holidays from the date when the instant judgment became final and conclusive to the extent that the Plaintiff seeks.

2) Judgment on the defendant's defense

The defendant, after the death of the plaintiff, his father and the non-party 3 who was the former representative director of the defendant, raised the plaintiff's objection against his will by borrowing his inheritance, and raised the defendant's representative director and the non-party 1 who is the shareholder of the defendant and the non-party 2 who is the defendant's shareholder for the malicious purpose of causing harassment.

However, in a case where a shareholder’s request for inspection or copying of the accounting books and documents prescribed under Article 466(1) of the Commercial Act is made, the company may refuse such request by proving that it is unreasonable. Whether the exercise of shareholder’s right to inspection or copying is unjust should be determined by comprehensively taking into account all the circumstances, including the background leading up to the exercise of shareholder’s right, the purpose of exercise, and the existence of bad faith. In particular, it should be deemed that the exercise of shareholder’s right to inspection or copying is unfair by attaining justifiable purpose when it is likely to harm the company’s business or shareholders’ common interests, or when the shareholder exercises the information acquired as a competitor at the time when it is excessively unfavorable to the company, or when it is exercised at the time when it is excessively unfavorable to the company (see Supreme Court Order 2013Ma657, Jul. 21, 2014). However, it is difficult to acknowledge that the Plaintiff’s exercise of shareholder’s right to inspection or copying’s right to inspection or copying of the company’s account books and documents, etc.

5. Conclusion

Therefore, the part of the claim for perusal and copying of the documents listed in the separate sheet Nos. 1 and 8 among the lawsuit of this case is unlawful and dismissed. The part of the claim for perusal and copying of the remaining documents within the scope of the above recognition shall be accepted within the scope of the above recognition, and the remainder of the claim shall be dismissed as it is without merit. However, since the judgment of the court of first instance is partially unfair with different conclusions, the part of the claim for perusal and copying of the documents listed in the separate sheet Nos. 1 and 8 among the judgment of first instance shall be revoked and the lawsuit corresponding to the revoked part shall be dismissed. The defendant'

[Attachment]

Judges Cho Jong-jin (Presiding Judge)