A. Whether a transferee of shares can seek confirmation of the absence of a resolution of the general meeting of shareholders after taking advantage of the situation where the transferor did not perform his/her duty to deliver share certificates to the transferee (negative)

(b) Whether there exists a legal interest in seeking confirmation of non-existence of a resolution of dismissal where a director is dismissed before the expiration of his/her term of office by a resolution of the general meeting of shareholders for replacement of an officer;

A. Demanding confirmation of the absence of a resolution of a temporary general meeting of shareholders by a transferor of shares without performing the obligation to deliver share certificates to the transferee is the exercise of the right to action against the principle of good faith, which is premised on the premise that a person who failed to perform the duty to deliver share certificates claims the state of non-performance as

B. If a director is dismissed from office before the expiration of the term of office through a resolution of the general meeting of shareholders of the replacement of an officer, and the latter director is appointed after the termination of the term, even if there is no resolution of replacement of the former director after the appointment of the latter director, it is nothing more than seeking confirmation of the absence of a resolution of replacement of the former director, and thus, it does not meet the requirements of protection of rights as a lawsuit for confirmation. However, if the former director continues to have the rights and duties under Article 386(1) of the Commercial Act due to the absence of a resolution of appointment of the latter director or invalidation, there is a legal interest to seek confirmation of the absence of a resolution of dismissal

a.B.Article 380 of the Commercial Code, Article 228 of the Civil Procedure Act, Article 336(1) of the Commercial Code, Article 2 of the Civil Code. Article 386 of the Commercial Code

A. Supreme Court Decision 80Da580 Decided April 26, 1983 (Gong1983,877) (Gong1987,1304) Decided July 7, 1987 (Gong1987,1304). Supreme Court Decision 80Da2425 Decided September 14, 1982 (Gong1982,928) (Gong1983,1584) Decided December 10, 1985 (Gong1986,235)

[Judgment of the court below]

Cheongyang Transportation Co., Ltd., Counsel for the plaintiff-appellant

Seoul High Court Decision 88Na47149 delivered on December 8, 1989

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

We examine the grounds of appeal.

According to the reasoning of the judgment of the court below, as a shareholder of the defendant company, 1984. From around 14, 1984 to 10 million won as the representative director of the defendant company, the remaining five shareholders other than the plaintiff among the shareholders of the defendant company hold temporary shareholders' meeting on April 10, 1986 to dismiss the plaintiff as the representative director and the director, and the registration of change of the director was completed on April 12, 198. The term of office of the director of the defendant company was 2 years, and the plaintiff transferred all of the shares of the defendant company to the above non-party 1 as the non-party 6 shareholders' general shareholders' meeting to the non-party 1 and the non-party 1 as the non-party 6 shareholders' general shareholders' meeting. The court below held that the non-party 1 and the non-party 2 were non-party 1's non-party 1's non-party 3's non-party 1's non-party 1's non-party 1's shares.

In light of the records, it is reasonable that the part of the claim for confirmation of the absence of the resolution of each extraordinary general meeting of shareholders as of October 31, 1986 and March 12, 1987 is based on the premise that the plaintiff who failed to perform the duty of delivery of share certificates claims his/her non-performance as his/her right, and thus, is an exercise of the right of lawsuit contrary to the principle of good faith. In so doing, there is no such an error as misunderstanding of legal principles

Meanwhile, the court below held that even if the plaintiff was not dismissed at the above general meeting of shareholders on April 10, 1986, the term of office as director and representative director expired and the officers appointed at the above general meeting of shareholders resigned, the plaintiff has no legal interest to seek confirmation of non-existence of the resolution of the above general meeting of shareholders. However, even if a director was dismissed from office before the expiration of the term of office through a resolution of the general meeting of shareholders, if a director was appointed after the appointment of the former director, it would be difficult to seek confirmation of non-existence of a resolution of the first general meeting of shareholders, even if there is no resolution of appointment of the former director after the appointment of the former director, it would be difficult to meet the requirements for protection of rights as a lawsuit for confirmation, because there is no resolution of appointment of the former director at the general meeting of shareholders at the general meeting of shareholders at the same time and there is no special interest to seek confirmation of non-existence of the first general meeting of shareholders at the general meeting of shareholders at this case. Thus, the court below's decision is justifiable as to have no special opinion as 1816.

In addition, the Supreme Court Decision 79Da71 Decided January 15, 1980 cited as the arguments, which differs from the case of this case, and the remaining precedents are rather consistent with the judgment of the court below, or are not inconsistent with the judgment of the court below (Supreme Court Decision 74Da1464 delivered on April 22, 1975) and are not inconsistent with the judgment of the court below, and are not appropriate in this case. All arguments are without merit.

Therefore, the appeal is dismissed and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Sang-won (Presiding Justice)