1. The defendant's limited partnership company is declared to lose its power to conduct its business as against D.

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

1. The plaintiffs, the defendant, and E (the spouse of the defendant) invested 10,000,000 won in each name on January 3, 1997, and establish a limited partnership company D (hereinafter referred to as "D") with its head office located in the south F.

Plaintiff

A became a general partner of D, Plaintiff B as a limited partner, Defendant as a general partner and a representative member of D.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, the purport of the whole pleadings

2. The plaintiff's assertion that the defendant is the managing partner and the representative member of D, and in violation of the articles of incorporation and the following matters, "any act is clearly unfit or seriously violating the duty". Thus, the defendant's right to conduct the business should be forfeited in accordance with Articles 269 and 205 (1) of the Commercial Act.

① After the establishment of D, the Defendant did not make all settlement of accounts until now, and even at the request of the Plaintiffs, did not submit a proposal on the disposition of D’s list of assets, balance sheets, business reports, income statements, and profits and losses in violation of the Articles of Incorporation.

② The Defendant did not hold an ordinary general meeting of D, and violated Article 16 of the Articles of Incorporation by failing to convene an extraordinary general meeting even though the Plaintiffs demanded to hold an extraordinary general meeting.

③ Although the Plaintiffs demanded several times to report the business and property status of D, the Defendant violated Article 10 by failing to report.

④ The Defendant, without the consent of a majority of all the members on the remuneration of the representative employees, disbursed most of the operating earnings as the remuneration for the representative employees, and violated Articles 11 and 30 of the Articles of incorporation by failing to distribute profits to the Plaintiffs.

⑤ The Defendant and E embezzled KRW 850,684,659 out of D’s gas sales proceeds.

3. Determination

(a) The rights of members of limited partnership companies and the duties of managing members as stipulated in the Commercial Act, the Commercial Act and the D’s Articles of Incorporation (Evidence A(2) are as follows:

Articles 200 and 201 of the Commercial Act.