1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. On August 13, 1986, the Plaintiff is a juristic person established for the purpose of the aerial photography business, the plane surveying business, the map production, and the numerical map production business, and the Defendant is delegated with the authority of the Minister of Land, Infrastructure and Transport to register surveying business and to accept the report of suspension or closure of surveying business by the surveying business operator pursuant to Article 105(1) of the Spatial Data Establishment and Management Act (hereinafter “Spatial Data Management Act”) and Article 103 of the Enforcement Decree of the same Act.

B. On January 5, 2012, the Plaintiff, without a special resolution of the general meeting of shareholders, transferred all rights and duties (including related patents and business performance) with respect to numerical map production business (B) and spatial image drawing business (hereinafter referred to as “survey business” in addition to numerical map production business: C; hereinafter referred to as “the numerical map production business”) to D Co., Ltd. (hereinafter referred to as “D”) with a gold of KRW 20 million (hereinafter referred to as “instant transfer contract”), and D filed a report on the transfer or takeover of survey business with the Defendant on February 8, 2012.

C. On April 22, 2015, the Plaintiff filed a lawsuit to nullify the transfer and return unjust enrichment against D on April 22, 2015, asserting that the transfer and acquisition contract of this case was null and void because it did not undergo a special resolution of the general meeting of shareholders.

On November 5, 2015, the said court rendered a judgment against the Plaintiff on the ground that the Plaintiff’s business was in a state corresponding to the discontinuance at the time of entering into the instant transfer and acquisition contract, and that the instant transfer and acquisition contract is unnecessary for a special resolution of the general meeting of shareholders.

The Plaintiff appealed against the judgment, and the Seoul High Court (2015Na2067527) which was the appellate court (2015Na2067527) did not deem that the Plaintiff was in a de facto condition of closure at the time of the conclusion of the instant transfer and acquisition contract. Thus, the transfer and acquisition contract of this case was erroneous in failing to undergo a special resolution of the general