Whether a claim for confirmation of absence of a resolution of a general meeting of shareholders can be extended on the ground that there is no resolution of a new general meeting of shareholders during the absence of a resolution.

The resolution of each general meeting of shareholders, which is the above extended part, is separate from the resolution of the general meeting of shareholders originally requested, and it is not permissible to extend or alter its scope, regardless of the fact that the subject matter of the lawsuit is different from the subject matter of the lawsuit, and is an additional change in the lawsuit,

Articles 235 and 236 of the Civil Procedure Act

Sho Lake

Central Agricultural and Fishery Products Market Corporation

Seoul Central District Court (78Gahap1576) in the first instance trial

1. Each appeal filed by the plaintiff and the defendant is dismissed.

2. The plaintiff's demand for extension shall be dismissed at the trial of the court.

3. The costs incurred by the plaintiff's appeal (joint collection of costs due to confirmation of claim in the trial) shall be borne by the plaintiff, and the costs incurred by the defendant's appeal shall be borne by the defendant.

At a temporary general meeting of shareholders of March 31, 1978, the plaintiff appointed Nonparty 1, Dong Young-gu, Dong Young-gu, Dong Young-gu, Dong Young-gu as an auditor, directors' class, Dong Young-gu, Dong Young-gu, Dong Kim Jong-si, Dong Kim Jong-dong, Dong Kim Jong-dong, Dong Kim Jong-dong, Dong Jong-dong, Dong Jong-dong, Dong Jong-dong, Dong Jong-dong, Dong Jongcheon-do, and Audit and Inspection Finding-si, respectively, and the plaintiff dismissed the directors' fixed number of directors at the temporary general meeting of shareholders of August 8, 1978, and there is no resolution to appoint Nonparty 1 as an auditor; the 19th regular general meeting of shareholders of February 16, 1979; and the 19th regular general meeting of shareholders of February 16, 1979; and the 19th regular meeting of directors of the same company should be approved for the modification of the articles of incorporation of the 19th regular meeting of directors; and the 2th new 3th regular meeting of the company.

All the costs of lawsuit are assessed against the defendant in the first and second instances. (In the first and second instances of the plaintiff, the part of the plaintiff's claim for confirmation of the absence of each resolution of the special shareholders' meeting as of August 8, 1978 and the ordinary shareholders' meeting as of February 16, 1979 is expanded)

The plaintiff is identical to the part of the above purport of the claim that was extended to the trial.

Defendant: The part against the Defendant in the original judgment shall be revoked and the corresponding Plaintiff’s claim shall be dismissed.

All court costs are assessed against the plaintiff in the first and second instances.

1. First, we examine the main defense of the defendant's attorney.

From among the directors and auditors appointed at the special shareholders' meeting of the defendant company on March 31, 1978 where the plaintiff seeks the existence of the resolution in this case, the defendant's attorney had resigned later, the directors Kim Young-ok, Kim Young-ok, and the auditor Lee Young-young were dismissed respectively at the special shareholders' meeting of the defendant company on August 8, 1978, and all of the directors and auditors appointed at the provisional shareholders' meeting of March 31, 1978 were cancelled the registration of appointment on the register of the defendant company's bills, and since the new directors and auditors were appointed respectively and entered in the corporate register, the plaintiff's claim of this lawsuit seeking the absence of the resolution of the provisional shareholders' meeting of March 31, 1978 is dismissed as there is no interest in the lawsuit.

According to the evidence No. 20, No. 23, No. 23, and No. 1, No. 23, and No. 1, No. 1, No. 1, which could be recognized as the authenticity by testimony of Kim Jae-in of the court below, the defendant company's temporary general meeting of shareholders on March 31, 1978, the defendant company's name, directors' class, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Dong-U, Kim Jong-U, and Dong-young's new auditor's 9, Dong-young's 7, Dong-U, Dong-U's new auditor's 9, Dong-U, Dong-U, Dong-U, Kim Jong-U, and the new auditor's 9, Dong-U-U.

However, in a lawsuit for confirmation of existence of a resolution, if a director or auditor appointed by a resolution as non-existence of the resolution is already resigned or dismissed, and the registration of appointment is legally cancelled, and such contents are recorded in the corporate register, there shall be no benefit in the protection of rights to seek confirmation of non-existence of the resolution (see Supreme Court Decision 76Da1771, Oct. 26, 1976). However, in a lawsuit for confirmation of absence of the resolution of appointment of director at the old general meeting of shareholders (see Supreme Court Decision 76Da1771, Mar. 31, 1978) which is convened and held at the new general meeting of shareholders (this case and February 16, 1979) which is held by the former general meeting of shareholders (this case and the new general meeting of shareholders). Thus, even if a new director is appointed at the resolution of the former general meeting of shareholders and then a new director is cancelled, the plaintiff is not entitled to seek confirmation of the non-existence of the resolution of the new general meeting of shareholders.

2.For the following merits:

If the purport of the pleading is gathered in the testimony of the above witness and witness class 1, Nos. 12 (Certified Copy of Book Nos. 1, 12 (Minutes of the court below), 2,5,7 (No. 12), and 12 (No. 12) without dispute over the formation of the company Gap's establishment, the defendant company shall change its name to the current name on December 8, 1977 as well as the purpose of the above change to the name of the director of the company's 50,000 shares to be issued at the time of change to the sale on consignment with sale on agricultural and fishery products market or agricultural products sale on consignment, and if the non-party 1 appears to be the non-party 4's temporary shareholders' meeting to be held by all of the above shareholders, including the non-party 1's own shares and the non-party 1's temporary shareholders' meeting to be held at the time of the establishment of the company's establishment, and the non-party 1'the non-party 1's remaining shares of the defendant company's company's own shares.

If so, the above provisional shareholders' meeting is entirely lacking in the convocation procedure, and it is so serious that it is not necessary to examine whether the person attending the meeting is a person eligible to be a shareholder or not, and the above provisional shareholders' meeting cannot be admitted only by the defect in the convocation procedure.

Therefore, the plaintiff's claim for confirmation of the existence of the resolution before the status of the representative director dismissed by the resolution of the shareholders' general meeting of the defendant company on March 31, 1978 is justified.

3. We examine the plaintiff's claim for extension in the trial room.

In addition to the claim seeking confirmation of existence of the resolution of the provisional shareholders' meeting of March 31, 1978, the plaintiff extended the claim for confirmation of absence of the resolution of the provisional shareholders' meeting of August 8, 1978 and the resolution of the regular shareholders' meeting of February 16, 1979 which was adopted by the defendant company during the continuation of this lawsuit. Each resolution of the above extension is separate from the resolution of the general shareholders' meeting of March 31, 1978 as of March 31, 1978 as of March 31, 1978, and it is not identical to the basis of the claim, and as the object of the lawsuit is different from the object of the lawsuit, it can not be allowed to change the above extension in the trial as of February 16, 1979, and it cannot be dismissed.

4. If so, the plaintiff's main office counter to the defendant company seeking confirmation of existence of a resolution of a provisional general meeting of shareholders on March 31, 1978 should be cited on the grounds of its reasoning. However, the original judgment is just and the defendant's appeal is unfair as it is concluded with party members. Thus, the defendant's appeal is dismissed, and the plaintiff's appeal should be accepted. The plaintiff's appeal should be dismissed as it is unfair as the plaintiff's appeal is dismissed on the last day where the plaintiff's request for extension in the trial is illegal and unfair as it is stated above. The plaintiff's appeal should be accepted at the trial. The plaintiff's appeal is dismissed on the last day where the plaintiff's request for extension in the trial is dismissed on the ground that it is unfair as the plaintiff's request for extension in the trial is dismissed at the trial. The plaintiff's appeal expenses are borne by each party, and the plaintiff's request for extension in the trial is dismissed as unlawful, and the costs incurred by the plaintiff's request for extension shall be decided as per Disposition.

Judges Lee Byung-chul (Presiding Judge)