1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

Judgment of the first instance.

1. The reasoning of the court's explanation concerning this case is as stated in the reasoning of the judgment of the court of first instance except for the modification of part of the contents of the judgment of the court of first instance as stated in paragraph (2). Thus, it is acceptable to accept this as it is by the main text of Article 420 of the Civil Procedure Act.

2. Following the last half of the judgment of the first instance court, "transfer of the whole or essential part of the business" under Article 374 (1) 1 of the Commercial Act, which requires a special resolution of the general meeting of shareholders, means a transfer of the whole or essential part of the business which is organized for a certain business purpose and functions as an organic whole. Since the transfer of the whole or essential part of the business operation of the transferor company should be accompanied by a transfer of the whole or essential part of the business operation of the transferor company, it does not constitute a mere transfer of the business operation of the transferee company. However, if the disposal of the business property results in the transfer or abolition of the whole or part of the business operation of the company, a special resolution of the general meeting of shareholders is required (see, e.g., Supreme Court Decision 96Da54249, 54256, Apr. 8, 1997). This case's land is merely 700 won or more which acquired the business interest of real estate development. It is difficult to see that the above decision of the first instance court's 170700 only "".