In the case of standing to sue to seek nullification of the resolution of the board of directors of the corporation even if not inside the corporation

If the standing to sue in a lawsuit to confirm the invalidity of a resolution inside an organization is naturally a person within the organization, but even if not a person inside the organization, a person who has the "exclusive interests" or "interest of confirmation" most appropriate and necessary for the direct and fundamental resolution of the internal dispute of the organization to the extent that he/she is competent to recognize his/her standing to sue. Therefore, if the plaintiff is appointed as the president by the resolution of the board of directors of the defendant foundation and obtained the approval of the letter delivery Minister, he/she shall be appointed as the president of the above corporation. If the board of directors of the defendant foundation appoints another person as the president by a new resolution and completes the registration after obtaining the approval of the letter delivery, the plaintiff shall be deemed to be hindered by the above new resolution, and therefore, the plaintiff is entitled to seek the confirmation of invalidity

Article 228 of the Civil Procedure Act

[Plaintiff-Appellant] 25, 4294 Guide525 decided Jan. 25, 1962 (Article 380(3)740 of the Commercial Act, Article 7158 of the Commercial Act, Article 10(3)740 of the Commercial Act, Article 7158 of the Commercial Act, Article 10(1)10(5) of the house shall be decided on Mar. 21, 1963, Article 62Da821 decided Oct. 27, 1980, Article 79Da2267 decided Oct. 27, 1980, Article 380(3) of the Criminal Act, Article 380(3)78 of the Criminal Act, Article 12545's house

Plaintiff

Defendant School Foundation

1. On December 28, 1984, the board of directors of the Defendant confirms that the resolution that the Defendant appointed Nonparty 1 as the chief director Nonparty 2, 3, 4, 5, 6, and 7 as the chief director is invalid.

2. The costs of lawsuit shall be borne by the defendant.

The same shall apply to the order.

1. Judgment on the main defense of this case

The defendant asserts that the plaintiff's claim for confirmation of invalidity of the resolution by the board of directors of the defendant corporation filed by the plaintiff on the ground of this safety defense need to be uniformly confirmed within the defendant corporation, so the standing to sue shall be limited to the inside of the defendant corporation, and the plaintiff retired from office as a director of the defendant corporation on September 7, 1984, and the plaintiff retired from office at the expiration of his term of office, and there is no fact that the director was appointed later,

I think, since the judgment to confirm the invalidity of the resolution is necessary to deal with the legal relations inside the corporation and other organizations uniformly, it has the effect on all the persons concerned within the organization, which is caused by the plaintiff's lawsuit, so the standing to sue in the lawsuit to confirm the invalidity of the resolution has a simple interest in the lawsuit, and it is not sufficient that the individual has a simple interest in the lawsuit, and that it can be recognized as an "pre-area understanding" in maintaining the proper operation of the relationship.

However, such a full-scale interest is naturally a person who is a person within the organization, but even if it is not a person within the organization, if the person has "the benefit of confirmation" most appropriate and necessary for the direct and fundamental resolution of the internal dispute, it would be difficult to recognize the plaintiff's qualification.

Therefore, in this case, we would like to examine whether the Plaintiff has "the benefit of confirmation" or "the benefit of confirmation".

If evidence Nos. 2-2, 3, 4, 10, 6-2, 5, and 6-1 (written notice of convocation of board of directors) are collected without dispute over the establishment of the board of directors, the defendant corporation shall hold a resolution to appoint the plaintiff who had been a director at the time of opening the board of directors on July 5, 1984 as the chief director, and request the approval of the appointment of the chief director at the door delivery pursuant to Article 20 (2) of the Private School Act, Article 24 (1) of the Articles of incorporation of the defendant corporation (hereinafter referred to as the simply the articles of incorporation). The door delivery violated Article 33 (1) of the articles of incorporation prohibiting the plaintiff from participating in the above resolution by the board of directors, and it did not return the above written resolution to the head of the Dong for approval to issue the certificate of appointment of the chief director at the time of the plaintiff's expiration of the term of office.

According to the above facts of recognition, the plaintiff is not a director of the defendant corporation, but if the resolution by the board of directors of the defendant corporation as of December 28, 1984 as the plaintiff's assertion is null and void, the plaintiff is in the position of appointment as a director of the defendant corporation and the chief director of the defendant corporation after obtaining approval by the resolution by the board of directors of the defendant corporation as of October 22, 1984 who appointed the plaintiff as the chief director and the chief director of the board of directors as of December 28, 1984.

Therefore, there is a "pre-area interest" or "interest of confirmation" to seek confirmation of invalidity by the resolution of the board of directors of the defendant corporation on December 28, 1984 to the plaintiff. Thus, the defendant's defense that the plaintiff did not have the standing to be a party to the lawsuit in this case is groundless.

2. Judgment on the merits

The fact that the defendant corporation appoints Nonparty 1, etc. to the chief director and directors as stated in the order at the meeting of the board of directors on December 28, 1984 is as seen earlier.

On the other hand, evidence No. 2-1, No. 3, No. 10 (Minutes of the board of directors), No. 4-7 (Notice of Convocation of the board of directors), No. 8 (Notice of Convocation of the board of directors), No. 8 (Notice of Convocation of the board of directors), No. 4-1, No. 5 (Notice of Convocation of the board of directors), No. 6 (Notice of Convocation of the board of directors), and No. 9 (Minutes of the board of directors), and the testimony of the above witness at the meeting of the board of directors; No. 18-1, No. 7 (Notice of Convocation of the board of directors) shall be sent to the board of directors at least 7 days prior to the meeting, and all of the directors of the defendant corporation shall be removed from the board of directors, and no such notification shall be sent to the board of directors at least 10-1, and no such notification shall be made for the purpose of convening the meeting (Article 34 (2))).

According to the above facts, since the board of directors of the defendant corporation, which was called up by notifying each director seven days prior to the meeting in accordance with the articles of incorporation, or was held at the request of all the directors, there are significant defects in the convocation procedure. In particular, the resolution that the board of directors appointed the non-party 1 as the president of the board of directors as the non-party 1, the only five directors who were appointed the non-party 1 as the president of the board of directors, participated in the resolution for the appointment of the chairman, and there are significant defects that were resolved under the condition that the number of directors of the defendant corporation as the quorum is less than six of the total number of directors

Therefore, the plaintiff's claim of this case seeking confirmation of invalidity of the above resolution of the board of directors by the defendant corporation is justified, and it is decided as per Disposition by applying Article 89 of the Civil Procedure Act to the burden of litigation costs.

Judges Kang Nung (Presiding Judge) (Presiding Judge)