1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

The first instance court.

1. Basic facts

A. The Defendant is a stock company established for the purpose of manufacturing and selling motor vehicle parts. The Plaintiff was appointed as the Defendant’s auditor on November 3, 201, and performed his/her duties as the Defendant’s auditor from March 2012. On March 15, 2012, the Plaintiff was registered as the auditor on the Defendant’s corporate register.

B. On March 27, 2012, at the Defendant’s regular general shareholders’ meeting (hereinafter “general shareholders’ meeting as of March 27, 2012”), a resolution was made to dismiss the Plaintiff from office at the Defendant’s temporary shareholders’ meeting as of KRW 350 million (hereinafter “general shareholders’ meeting as of July 10, 2012”).

The defendant's articles of incorporation provides that the term of office of the auditor shall be within three years after his/her appointment by the time the regular general meeting of shareholders is closed (Article 46 (1)), and the defendant's business year shall be from January 1 to December 31 each year.

(Article 50) In addition, the defendant's articles of incorporation shall determine remuneration of the auditor by a resolution of the general meeting of shareholders, and the bills to determine the auditor's remuneration shall be presented and resolved separately from the bills to determine the remuneration of directors.

(Article 37(1) and Article 49).

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 4, 6, 7, Eul evidence Nos. 1 to 3, the purport of the whole pleadings

2. Summary of the parties' arguments

A. The summary of the Plaintiff’s assertion (1) The Defendant dismissed the Plaintiff from the audit office before the expiration of the term of office without justifiable grounds, and thus, is liable to compensate the Plaintiff pursuant to Articles 385(1) and 415 of the Commercial Act

(2) On March 27, 2012, a general meeting of shareholders passed a resolution to pay audit fees. Determination of a specific amount of remuneration was delegated to the representative director. On May 25, 2012, the representative director C approved a letter of payment that the Plaintiff shall pay 1.5 million won per month to the Plaintiff, thereby confirming that the Plaintiff’s amount of remuneration as the auditor was determined as KRW 1.5 million per month.