logobeta
본 영문본은 리걸엔진의 AI 번역 엔진으로 번역되었습니다. 수정이 필요한 부분이 있는 경우 피드백 부탁드립니다.
텍스트 조절
arrow
arrow
(영문) 대법원 2017.08.23 2015다70341
손해배상(기)
Text

The appeal is dismissed.

The costs of appeal shall be borne by E (J).

Reasons

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate brief).

1. Where a limited partnership company is dissolved at the expiration of the period of existence prescribed by the articles of incorporation (Article 269 and subparagraph 1 of Article 227 of the Commercial Act), the company may continue to exist with the consent of all or some of its members;

(Articles 269 and 229(1) of the Commercial Act. In this case, it is necessary to amend or abolish the provisions of the articles of incorporation concerning the duration of existence. Barring any special circumstance, a limited partnership company should amend the articles of incorporation with the consent of all the members (Articles 269 and 204 of the Commercial Act). However, if a limited partnership company is dissolved due to the expiration of the duration of existence and only part of its members agree to the continuation of the company, the provisions of the articles of incorporation may be amended

In addition, it is not possible to continue the company even if the intent of all the members of the company to consent to continue the company is clearly indicated at the same time, but it is not possible to continue the company.

2. The lower court determined that, although the Plaintiff, who is a limited partnership company, was dissolved at the expiration of the period of existence, the Plaintiff continued to hold a general meeting of partners on August 8, 2014, but some of its members decided to repeal the articles of incorporation regulations governing the company’s existence, and thus, the Plaintiff continues to hold a company as of the date of the above general meeting of partners with the consent of some of its members, and on the same day, the resolution on the continuation of the company and the resolution on the appointment of the liquidator on E, which was adopted, are null

Examining the record in light of the aforementioned legal principles, the lower court did not err in its judgment by misapprehending the legal doctrine on the continuance of a limited partnership company, contrary to what is alleged in the grounds of appeal.

3. Therefore, the appeal shall be dismissed and the costs of appeal shall be borne by the above E.

arrow