1. All appeals filed by the Plaintiff (Counterclaim Defendant) are dismissed.

2. The costs of appeal shall be borne by the Plaintiff (Counterclaim Defendant).

1. The court of first instance rejected the Plaintiff’s principal suit, and dismissed Defendant B’s counterclaim, and only the Plaintiff filed an appeal against the part concerning the principal suit in the judgment of first instance.

Therefore, the scope of the court's actual adjudication is limited to the part concerning the principal lawsuit among the judgment of the first instance.

2. The reasoning for the court’s explanation on this part is as stated in the part of “1. Basic Facts” from 20 to 10th 7th 10 of the judgment of the court of first instance, and thus, this part is cited by the main text of Article 420 of the Civil Procedure Act.

3. The parties' assertion

A. Plaintiff 1) The instant transfer contract with the purport that Defendant B would sell each of the real estate listed in the separate sheet No. 1 and each of the objects listed in the separate sheet No. 2 shall be subject to a resolution under Article 434 of the Commercial Act when the company commits an act falling under any of the following subparagraphs. 1. Although the transfer of all or part of the business constitutes a transfer of the whole or essential part of the business, there was no special resolution of the Defendant B’s general meeting of shareholders, the instant transfer contract is null and void. 2) The instant transfer contract constitutes a case where the company becomes unable to carry out its business purpose or it becomes impossible to exist due to the transfer of all of the company’s business, and the Plaintiff shall be deemed to have a direct and specific interest in the validity of the instant transfer contract as a shareholder who takes over 9,800 shares of Defendant B from F pursuant to the instant business contract and the share transfer contract. Accordingly, there is a benefit to seek confirmation of invalidity.

B. The shareholders of the Defendants 1 corporation have only a de facto, economic, general, and abstract interest with respect to the company’s property relation, and the company directly entered into with a third party.