1. Revocation of a judgment of the first instance;

2. Neither the Plaintiff nor the Defendant’s numerical map work among survey business concluded on January 5, 2012.

1. Basic facts

A. The plaintiff is a company established on August 13, 1986 for the purpose of the aerial drawing business, the survey business of the side map, the map production, and the numerical map production business.

B. On January 5, 2012, the Plaintiff (former representative C) transferred all rights and obligations (including related patents and business performance) with respect to numerical map production business and spatial image drawing business (including related patents and business performance) to the Defendant in the amount of KRW 20 million from among survey business registered with the Korea Land, Transport and Maritime Affairs, without a special resolution of the general meeting of shareholders (hereinafter “instant transfer/acquisition agreement”), and thereafter, the Defendant reported the transfer/acquisition of the said survey business to the Minister of Land, Transport and Maritime Affairs on February 8, 2012.

C. On the other hand, D, as a shareholder holding 46% of the Plaintiff’s issued shares on December 12, 2013, filed a lawsuit of removal of directors against the Plaintiff and C by this court 2013Kahap6617, and received a judgment on July 11, 2014 that “C shall be dismissed from office as the Plaintiff’s director on the ground that C violated the Punishment of Tax Evaders Act, such as violation of the Punishment of Tax Evaders Act and occupational embezzlement, etc.” and on November 26, 2014, D was appointed as the Plaintiff’s representative director.

[Reasons for Recognition] Facts without a partial dispute, entry of Gap evidence 1 to 5, and purport of the whole pleadings

2. The parties' assertion

A. The numerical map production and spatial image drawing business subject to the Plaintiff’s assertion is an important part of the Plaintiff’s business, and the Defendant’s representative director E was registered as the Plaintiff’s technician and was well aware of the aforementioned circumstances, but the Plaintiff and the Defendant entered into the instant transfer/acquisition contract without a special resolution of the Plaintiff’s general meeting of shareholders, which is null and void pursuant to Articles 374(1)1 and 434 of the Commercial Act.

B. The defendant's assertion that the plaintiff was in a de facto discontinuance of business at the time of the transfer contract of this case does not require the plaintiff's special resolution for the transfer and takeover contract of this case.

3. Determination

A. A special resolution of the general meeting of shareholders is made.