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(영문) 제주지방법원 2014.08.28 2012가합2923
사업권양도계약무효확인
Text

1. The business license agreement between the Plaintiff and the Defendant on June 14, 2012 entered into between the Plaintiff and the Defendant is transferred and taken over.

Reasons

1. Basic facts

A. The Plaintiff is a company established for the purpose of selling and operating condominiums. Of 5,000 shares issued at the time of establishment, 1,500 shares each were owned by C and D, 1,000 shares each, and F and G respectively.

After that, as C died on November 23, 201, H, his wife, was succeeded to the above 1,50 shares.

B. On December 26, 2011, the Plaintiff held a special general meeting of shareholders and changed the number of directors among the articles of incorporation from “not less than three persons” to “not less than one person”, dismissed E and F as internal directors, and resolved to appoint G and I as a joint representative director.

C. On January 26, 2012, G: (a) held the Plaintiff’s ordinary general meeting of shareholders and prepared the minutes of the Plaintiff’s resolution to appoint G as a company director, JB, and representative director; (b) H, D, and E filed a lawsuit against the Plaintiff for confirmation of the existence of the resolution of the general meeting of shareholders at this court No. 20180; (c) the said court rendered a judgment that “a resolution to appoint G as a company director and a representative director from the ordinary general meeting of shareholders on January 26, 2012 to confirm that there is no resolution to appoint J as a company director,” and the said judgment became final and conclusive at that time.

G drafted on June 14, 2012 a transfer/acquisition agreement between K and the Defendant, the actual representative of the Defendant, to transfer the Plaintiff’s tourism right to the Defendant (hereinafter “instant transfer agreement”), and the Plaintiff’s above business right (hereinafter “instant business right”). The main contents are as follows.

The transferor of the contract of transfer and takeover (business right): Jeju Special Self-Governing Province, A representative director at the Jeju Special Self-Governing Province: Jeju representative director at the Jeju Special Self-Governing Province: B representative director at the Jeju Special Self-Governing Province: B representative director at the Jeju Special Self-Governing Province: A and B by agreement between the N parties and B.

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