The case holding that the disposal of real estate subject to a special agreement for repurchase was null and void without a special resolution of the general meeting of shareholders only because it is the only property of a corporation.

Even if this case’s real estate is the only property of the Plaintiff Company, if it is the business property of the Plaintiff Company, and the disposal of it does not bring about the same result as the transfer or abolition of the Plaintiff Company’s whole business or part of it to another person, the special resolution of the general meeting of shareholders is

§ 245 of the Claims Act, Article 374 of the Claims Act

Jeonnam Pharmaceutical & Pharmaceutical Corporation

Sovereign; and

Gwangju District Court Decision 63Na245 delivered on October 7, 1963

The original judgment shall be reversed, and

The case is remanded to the Gwangju High Court.

The grounds of appeal by the defendant Park Jong-il and the grounds of appeal by the defendant himself are examined. The court of first instance maintained by the court below, based on evidence, found the facts that the real estate in question is a pro rata property of the plaintiff company, and where the real estate was disposed of without any special resolution by the general meeting of shareholders in selling the real estate with special agreement for repurchase, and then disposed of the real estate without any special resolution by the general meeting of shareholders, the sale with special agreement for repurchase cannot continue unless there is a special resolution by the general meeting of shareholders.

However, since this case's real estate is the business property of the plaintiff company and is disposed of again, it does not bring about the same result as the transfer or abolition of the plaintiff company's whole business or part of it to another person, even if it is the only property of the plaintiff company, the special resolution of the general meeting of shareholders is unnecessary.

In doing so, the court below did not have any deliberation as to the effect that the real estate in this case, as mentioned above, is an asset used for the business of the plaintiff company and would result in the same result as the transfer or abolition of the plaintiff company's whole business or part of it to another person by disposing of it or disposing of it. However, there is no special resolution of the general meeting of shareholders as to the effect that the disposition of this case is null and void because it did not have a special resolution of the general meeting of shareholders.

Therefore, the judgment of the court below is reversed, and the points are remanded for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Supreme Court Judge Lee Young-sub (Presiding Judge)