Among the lawsuits in this case, the part requesting the dismissal of the representative director shall be dismissed.

The plaintiffs' remaining claims are dismissed.

Basic Facts

Defendant D Co., Ltd. (hereinafter “Defendant Company”) is a company engaging in real estate leasing business, etc., and the Plaintiffs are shareholders holding shares equivalent to 20% of the shares issued by Defendant Company.

Defendant C is an internal director and a representative director of Defendant C.

On April 18, 2018, the Plaintiffs filed a claim for the convocation of a temporary general meeting for the dismissal of Defendant C, etc. by internal directors and representative directors, and accordingly, Defendant Company held a temporary general meeting on April 24, 2018, but the said dismissal agenda was rejected.

[Recognizing the absence of dispute, Gap evidence Nos. 1 and 11 (including the case where a serial number exists; hereinafter the same shall apply), and the purport of the whole pleadings, among the lawsuit in this case, the part of the lawsuit in which the plaintiffs seek to dismiss the defendant Eul from the office of representative director of the defendant company as the defendant company's representative director among the lawsuits in this case is a form action aimed at establishing an alteration of existing legal relations, and the lawsuit for formation may be brought only in cases where the law expressly provides for it.

(See Supreme Court Order 97Ma2269 delivered on October 27, 1997, Supreme Court Decision 2000Da45020 Delivered on January 16, 2001, etc.). However, Article 385(2) of the Commercial Act only provides that a director may request a court to dismiss a director, and Article 389(3) of the Commercial Act, which lists the provisions of the Commercial Act which apply mutatis mutandis to the representative director, does not include Article 385(2) of the Commercial Act, does not include Article 385(2) of the Commercial Act, and there is no ground to the effect that a director may request a court

On the other hand, the representative director under the Commercial Act is premised on the position of directors, so if there is an official misconduct of the representative director, he can be deprived of the position of directors by filing a lawsuit for dismissal of directors based on Article 385 of the Commercial Act.