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1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. Defendant B Co., Ltd. (hereinafter “Defendant Company”) is a company established for the purpose of manufacturing and selling special lectures. Defendant C is the representative director of the Defendant Company. The Plaintiff is a shareholder holding 3,500 shares out of 10,000 shares issued by the Defendant Company, which constitute 35% of the total shares issued by the Defendant Company.
B. On May 8, 2017, the Plaintiff filed a claim with the Defendant Company to convene an extraordinary general meeting of shareholders to dismiss Defendant C’s directors. On June 2, 2017, the Defendant Company’s temporary general meeting of shareholders held on June 2, 2017 rejected the motion to dismiss Defendant C from the office of director, the Plaintiff filed the instant lawsuit seeking to dismiss Defendant C from the office of director of the Defendant Company, which is within one month thereafter.
[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2 and 14 (including branch numbers, hereinafter the same shall apply) and the purport of the whole pleadings
2. The assertion and judgment
A. Even if a director of the relevant legal doctrine or a serious violation of the statutes or the articles of incorporation was rejected at a general meeting of shareholders, a shareholder who holds no less than 3/100 of the total issued and outstanding shares may file a petition with the court for dismissal of the director (Article 385(2) of the Commercial Act). Here, the term “unfair act in relation to duties” means a director’s intentional act causing damage to the company by violating his/her duty, and does not include a reason for dismissal of the director in the case of neglect of duty, and the term “material fact in violation of the statutes or the articles of incorporation” means a case where a director intentionally violates his/her duty to loyalty to the company to the extent that such act is likely to cause damage to the company.
B. As to the Plaintiff’s assertion of omitting entry in the account books, Defendant C omitted entry in the account books for the period of 2012 and 2013, and the period from 2012 to 2016.