1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

1. The defendant's grounds for appeal citing the judgment of the court of first instance are not significantly different from the argument in the court of first instance, and the fact-finding and judgment of the court of first instance are justifiable even if each evidence submitted to the court of first instance was presented to this court.

Therefore, the reasoning of the judgment of this court is as follows, except for the determination of the defendant as to the argument that the defendant emphasizes in this court, and therefore, it is justified in the judgment of the court of first instance.

2. Additional determination

A. Whether the dismissal of a director under Article 385(1) of the Commercial Act is legitimate, the issue is whether the pertinent director’s objective situation may interfere with the performance of duties as an operator at the time of dismissal of the defendant’s assertion, and not the question is whether the objective reason for the dismissal is any.

In other words, as long as the objective situation that will interfere with the performance of the duties of directors has occurred, the dismissal of directors is justified even if the cause is irrelevant to the director himself.

B. “Justifiable reason” under Article 385(1) of the Commercial Act means a lack of subjective trust relationship between a shareholder and a director solely with respect to the loss of trust relationship, such as incombustibility. In a case where a director commits an act contrary to statutes or the articles of incorporation, or where it is considerably difficult for a director to perform his/her duties as a mental or physical manager, there is justifiable reason to dismiss him/her prior to his/her term of office only when there occurs an objective situation that may hinder the director from performing his/her duties as a manager, such as where he/she was unable to establish or implement an important business plan

(See Supreme Court Decision 2004Da25611 delivered on October 15, 2004). "Where an objective situation occurs that may obstruct the director in performing his duties as an operator," not only where the cause for the performance of duties arises to the director himself but also the company itself.