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(영문) 서울동부지방법원 2019.05.02 2018가단139471
회사에 관한 소송
Text

1. It is confirmed that the shares listed in the separate sheet between the Plaintiff and Defendant B are owned by the Plaintiff.

2. Defendant C Co., Ltd.

Reasons

1. Facts of recognition;

A. On August 2013, when the Plaintiff established C (hereinafter “Defendant Company”) around August 2013, the Plaintiff acquired shares listed in the attached list of the Defendant Company’s issuance (hereinafter “instant shares”) and entered into a title trust agreement with the Defendant B to trust the title of the shares to the Defendant Company. The Defendant Company entered the name of the shareholder of the instant shares in the shareholder registry as Defendant B.

B. After that, around October 2018, the Plaintiff agreed to terminate the pertinent title trust agreement with Defendant B.

C. Ordinary shares of the Defendant Company were not issued.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 3, purport of the whole pleadings

2. If a person who has entrusted a shareholder’s title with respect to the shares held before the issuance of the share certificate terminates a title trust agreement with the trustee, the shareholder’s right to the shares shall be returned to the title truster only by the declaration

In such cases, where a nominal shareholder in the form listed in the register of shareholders substantially contests shareholders' rights, a substantial shareholder has a benefit to seek confirmation of shareholders' rights against a nominal shareholder in the register of shareholders.

(See Supreme Court Decision 2011Da109708 Decided February 14, 2013). According to the above facts of recognition, the Plaintiff was under title trust with Defendant B, and the title trust agreement was terminated on October 2018, and thus, the Plaintiff returned to the Plaintiff the right of the shareholder as to the instant shares.

Therefore, insofar as the Plaintiff has a shareholder’s right to the instant shares, and Defendant B contests the Plaintiff’s shareholder’s right, the Plaintiff has a benefit to seek confirmation, and the Defendant Company is obligated to implement the transfer procedure for the instant shares to the Plaintiff.

3. In conclusion, the plaintiff's claim against the defendants is justified, and it is so decided as per Disposition.

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