Whether a special resolution of the general meeting of shareholders may be deemed a special resolution of the general meeting of shareholders where a stockholder who holds 97% of the total shares consents to the disposal of the

If the real property of the Plaintiff Company is the sole property of the Plaintiff Company, and the shareholder of the Plaintiff Company is not only the deceased Nonparty 1 (ownership of 1,165 shares out of 2,00 shares) but also there are not less than 2 and not less than 8 other, the consent of Nonparty 1 alone cannot be substituted by a special resolution of the general meeting of shareholders of the Plaintiff Company necessary for the disposal of the Plaintiff Company’s

Article 374 of the Commercial Act, Article 434 of the Commercial Act

Supreme Court Decision 78Da1170 Decided June 12, 1979

Plaintiff Company

Defendant 1 and one other

Suwon District Court Incheon Branch (73Gahap378)

Supreme Court Decision 78Da1170 Decided June 12, 1979

1. Each appeal by the Defendants is dismissed.

2. The total costs of the lawsuit after the appeal are assessed against the Defendants.

As to the real estate recorded in the attached list on December 28, 1966, the defendant 1 received the registration of Suwon District Court Incheon Branch on December 15, 196, and completed the registration of transfer of ownership on December 15, 196, and the defendant 2 on February 8, 1973 as to the above real estate, the above support registration No. 2507 on January 4, 197, and the procedure for cancellation of transfer of ownership registration on January 4, 1973.

Litigation Costs are assessed against the Defendants.

The original judgment shall be revoked.

The plaintiff's claim is dismissed.

The judgment that the total costs of the lawsuit shall be borne by the plaintiff.

1. Judgment on the main defense of this case

The Defendants asserted that, even if the Plaintiff’s claim was transferred by the deceased non-party 1 (the deceased on November 10, 1973), the Plaintiff’s shares 1,165 shares of the Plaintiff Company, which were owned by him, were sold to Defendant 1 on November 15, 1965, the registration of ownership transfer of this case’s real estate in the name of the above Defendant was made in the name of the above Defendant. The Plaintiff’s claim is based on the ground that the registration is null and void. The Plaintiff’s claim is without merit since the Plaintiff’s transfer of shares 1,200 shares and 165 shares of the Plaintiff Company, which amount to 1,165 shares of the Plaintiff Company, was transferred by the deceased non-party 1 who was a major shareholder of the Plaintiff Company, the Plaintiff Company’s claim for the issuance of share certificates is legitimate by subrogation of the Plaintiff Company’s property successors, and the Plaintiff Company’s claim for the implementation of this case’s transfer of real estate cannot be acquired through a legitimate special resolution of the Plaintiff Company’s general meeting.

2. Judgment on the merits

6,109 of Man-dong, Incheon Metropolitan City (number omitted) was owned by the plaintiff company that had been subject to the registration of ownership transfer under the name of the plaintiff company. The fact that on December 28, 1966, the registration was received on December 15, 1966, and the registration of ownership transfer was made on December 23, 1969 on the ground of sale and purchase on December 15, 1966, and the registration of ownership transfer was made on December 23, 1969 on the third parcel of the real estate was divided into three lots of land in this case, and the above real estate was seized by the State on January 4, 1973 because Defendant 2 purchased the above real estate through the public sale by the State on January 4, 1973, and the registration was received on February 28, 1973, and the registration of ownership transfer was made on the ground of the above public sale was not disputed between the parties.

However, according to the facts that the above real estate was sold by the defendant 1 to 11, 3, 4-1, and 11, and that the above real estate was sold to the defendant 1 to the defendant 2 without any dispute over the establishment of the company Gap, the plaintiff 2 was not subject to the plaintiff 1 to 6-1's transfer registration for the above real estate under the name of the defendant 1 to 6-1, and the defendant 1 to 6-1's non-party 6-party 1's non-party 1's non-party 6-party 1's non-party 1's non-party 6-party 6's non-party 1's non-party 1's non-party 6-party 6's non-party 6's non-party 1's non-party 6's non-party 1's non-party 6's non-party 1's non-party 6's non-party 1's non-party 6-party 1's non-party 1's non-party 1'6'

Although this case’s real estate is not owned by the deceased non-party 1 but owned by the plaintiff company, the plaintiff company’s representative director of the non-party 1 who owned 97% of the shares of the plaintiff company (1,200 shares of the plaintiff company) and the deceased non-party 1 who held office as the representative director of the plaintiff company at November 15, 1965 agreed not to raise an objection by transferring the ownership of 1,165 shares to the defendant 1 before and after the transfer of the plaintiff company’s ownership to the non-party 1 without a special resolution of the general meeting of shareholders of the plaintiff company, the plaintiff company’s non-party 1 and the non-party 1 were not the only owner of the non-party 1’s own shares and the non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s shares.

The defendants' legal representative's registration of transfer of ownership in the defendant 2's possession of the real estate in this case was conducted by the government to collect delinquent taxes against the defendant 1's delinquent taxes, and as a result of the public sale disposition, the defendant 2 purchased the real estate in this case. Since the above public sale disposition cannot be an administrative disposition for invalidation due to apparent and serious defects, the plaintiff's request for the review to the head of the competent tax office within 30 days from the date he became aware of the above disposition as prescribed by the National Tax Examination Request Act, which was enforced at the time, and followed the procedure for objection to the above disposition, and the cancellation of the above public sale disposition should have been sought. Thus, the above public sale disposition will continue to exist as valid. Accordingly, since the registration of transfer of ownership in the defendant 2's possession transfer on the real estate in this case is legitimate and effective, since the registration of transfer of ownership in the defendant 1's possession of the real estate in this case is a registration invalidation, the plaintiff's assertion that it is not a significant and invalid disposition against the defendant 1.

Therefore, since the registration of transfer of ownership in the name of the defendants with respect to the real estate of this case shall be cancelled as the ground for invalidation, the plaintiff's claim for this case shall be accepted with merit, and since the judgment of the original court with respect to this conclusion is justified, each appeal filed by the defendants is dismissed as without merit, and the total costs of the lawsuit after the appeal shall be borne by the defendants as the losing party

Judges Park Jae-chul (Presiding Judge)