1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

1. Basic facts

A. Nonparty Company is a limited partnership company established on November 18, 201 for tourism-related business purposes.

B. The general partner of the non-party company has Plaintiffs, Defendants, E, and F, and there are G and H stock companies with limited partners.

C. The provisions pertaining to this case in the articles of incorporation of the non-party company are as follows.

Article 9 (Appointment of Managing Members and Joint Representative Members) The Company shall serve as managing members C and General Partners E as joint representative members.

Article 14 (Loss of Power of Management and Representative Member) A resolution of a majority of all the members shall be requested to the court when the following causes occur to the managing member and the representative member:

1. When the duties of the managing member or representative member of a company are significantly inappropriate;

2. When there exists any other serious breach of duty [founded grounds for recognition], entry of evidence A, and the purport of the whole pleadings.

2. Whether the lawsuit of this case is lawful

A. Article 195 of the Commercial Act provides that “The provisions of the Civil Act concerning partnership shall apply mutatis mutandis to the internal relationship of a partnership company, unless otherwise provided in the articles of incorporation or this Act, with respect to the internal relationship of the partnership company.” Article 269 of the Commercial Act provides that “Article 195 of the Commercial Act shall apply mutatis mutandis to a limited partnership company by providing that “other provisions concerning partnership companies shall apply mutatis mutandis to a limited partnership company.”

In light of the above provisions, the provisions of the Commercial Act on internal relations of a limited partnership company are, in principle, discretionary provisions and the articles of incorporation are permitted, and therefore, the Commercial Act provides that each member of a limited partnership company may file a petition with the court for adjudication of forfeiture of authority against the managing member in cases where the managing member is clearly unfit for the management of affairs or he/she breached his/her material duties