[1] In a case where a director appointed by a resolution disputing the validity is dismissed or resigned, whether there is a benefit in the lawsuit seeking nullification of the resolution to appoint the director (negative)

[2] Whether a corporation's right to work is recognized until the expiration of the term of office directors is appointed (affirmative with qualification)

[3] Whether a director whose right to work is expired is recognized as a director, and whether a director still is recognized as a director (negative)

[1] In order to seek confirmation of invalidity of a resolution of the appointment of a director with respect to a director who had been appointed by a resolution of the board of directors but has already been dismissed or resigned, there is no interest in the lawsuit because it was attributable to seeking confirmation of the past legal relationship or legal relationship.

[2] The relationship between a corporation and its director under the Civil Act is the same as the legal relationship between the delegating and the delegated person, and thus, once the term of office of the director expires, the delegation relationship is in principle terminated. However, if there is no director until the appointment of the succeeding director, it is a corporation that has no choice but to act by the agency, and is placed in a situation where it is impossible to suspend the normal activities of the current director. Therefore, in light of the provision of Article 691 of the Civil Act, where there is no special circumstance to deem it inappropriate to allow the former director to perform the duties of the former director, and where it is necessary to allow the former director to perform the duties of the former director, the former director whose term

[3] Even if it is necessary to recognize the right to work until the appointment of a director after the expiration of the term of office, the right to work as a director at the expiration of the term director shall not be acknowledged individually and specifically on the ground that it is a retired director, not a position to be comprehensively granted solely on the ground that it is a retired director, even though it is necessary to recognize the right to work as a director until the appointment of a director after expiration of the term of office.

[1] Article 226 of the Civil Procedure Act / [2] Articles 57, 58, and 691 of the Civil Act / [3] Articles 57 and 58 of the Civil Act

[1] Supreme Court Decision 76Da1771 delivered on October 26, 1976 (Gong1976, 9459) (Gong1983, 1584 delivered on September 27, 1983) / [2] Supreme Court Decision 81Da614 delivered on March 9, 1982 (Gong1982, 428), Supreme Court Decision 83Da938 delivered on September 27, 1983 (Gong1983, 1584), Supreme Court Decision 95Da40915 delivered on January 26, 196 (Gong196, 754)

Lee-hee (Attorney Kim Jong-hun, Counsel for the defendant-appellant)

Habo Scholarship Association, a foundation

Seoul High Court Decision 95Na31593 delivered on July 23, 1996

The appeal is dismissed. The costs of appeal are assessed against the plaintiff.

We examine the grounds of appeal.

On the first ground for appeal

According to the facts duly established by the court below and the records, the plaintiff sought confirmation of the appointment of the non-party senior ginseng from the 6th regular period of August 20, 1993 to the non-party senior director in the society of the defendant corporation, and the appointment of the non-party senior officer in the order of the non-party senior officer and the non-party senior officer in the temporary society of September 17, 1993, respectively. The above senior senior director was notified by the competent authority on April 20, 1994 of the cancellation of the appointment of the chief director on the ground that there are reasons for disqualifications under Article 5 (6) of the Act on the Establishment and Operation of Public Interest Corporations, and the above senior chief director and the senior chief on October 13, 193 and resigned from each defendant corporation on April 14, 1993. Accordingly, the plaintiff is not entitled to seek confirmation of the dismissal of the directors' status of the above senior senior director or the plaintiff's retirement from office.

The judgment of the court below to the same purport is just, and there is no error in the misapprehension of legal principles as to the interest in confirmation, such as the theory of lawsuit, and the Supreme Court's decision cited in the discussion is inappropriate to be invoked in this case, unlike this case. There is no reason

On the second ground for appeal

The relationship between a corporation and a director who is an institution under the Civil Act is the same as the legal relationship between the delegating and the delegated person, and when the term of office of the director expires, it is in principle that the delegation relationship is terminated once. However, since there is no director until the appointment of the succeeding director, the former director is placed in a situation where the normal activity of the former director cannot be discontinued, it is inappropriate to allow the former director to perform the duties of the director in accordance with Article 691 of the Civil Act by analogying the provision of Article 691 of the Civil Act, and where there is no special circumstance to deem it inappropriate to allow the former director to perform the duties of the former director, and where it is necessary to allow the former director to perform the duties of the director, the right to perform the duties of the former director at the expiration of the term until the appointment of the latter director is made (see Supreme Court Decisions 81Da614, Mar. 9, 1982; 83Meu938, Sep. 26, 1996, etc.).

The court below held that, upon approval of the competent authority on May 3, 1989, the plaintiff was appointed as a director of the defendant corporation on May 17, 198, but the term of office expired on May 16, 1993, and lost its status as director. However, the court below affirmed that the plaintiff's right to request the retirement of the director of the defendant corporation was not necessary to comprehensively dismiss the plaintiff's right to request the retirement of the director of the defendant corporation, on August 20, 1993, since the resolution of the 6th regular board of directors and the resolution of the 6th regular board of directors on September 17, 1993, which appointed the non-party 1 as a director, had only the directors whose term of office expired all the defendant corporation were appointed as director of the defendant corporation, and it was not necessary to comprehensively dismiss the plaintiff's right to request the retirement of the director of the corporation.

In light of the records and the above legal principles, the above determination of the court below is just, and there is no error of law by misunderstanding the legal principles as to the status of directors in the incorporated foundation, and the Supreme Court's decision cited in the arguments is inappropriate to be invoked in this case, depending on the case different from this case. It is without merit

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

Justices Ahn Yong-sik (Presiding Justice)