[1] In exceptional cases where a shareholder of a corporation has a direct and specific legal interest in the company's property relationship

[2] The case holding that a special resolution of the general meeting of shareholders is necessary pursuant to Article 374 (1) 1 of the Commercial Act as a transfer of all business and all rights and assets related to the operation of a village bus

[1] In principle, a shareholder of a stock company shall have an actual, economic, general, and abstract interest in the company's property relation. However, in exceptional cases such as where the company becomes unable to carry out its business purpose or its existence is impossible by transferring all of its business without a special resolution of the general meeting of shareholders, the shareholder has direct and specific legal interest in the validity of the contract concerning the disposal of its property.

[2] The case holding that a special resolution of the general meeting of shareholders is required pursuant to Article 374 (1) 1 of the Commercial Act as a transfer of all business, all business related to the operation of a village bus and its related rights and assets, and all of the contracts on the transfer of all of the vehicles, bus routes, and all of the contracts concluded for the above business, and a special resolution of the general meeting of shareholders is required

[1] Article 374 (1) 1 of the Commercial Act / [2] Article 374 (1) 1 of the Commercial Act

[1] Supreme Court Decision 78Da1117 delivered on February 13, 1979 (Gong1979, 11798) Supreme Court Decision 2000Ma7839 delivered on February 28, 2001 (Gong2001Ha, 1440) Supreme Court Decision 2003Da62835 delivered on May 25, 2006

Plaintiff (Law Firm Sol, Attorneys Park So-young et al., Counsel for plaintiff-appellant)

Defendant 1 Co., Ltd. and one other (Attorney Kim Young-chul, Counsel for the defendant-appellant)

November 25, 2008

1. On December 26, 2007, Defendant 1 Co., Ltd.’s agreement of transfer to Defendant 2 Co., Ltd is invalid.

2. The costs of lawsuit are assessed against the Defendants.

The same shall apply to the order.

1. The plaintiff's ground for claim

The Plaintiff is the shareholder holding 2,600 shares out of the total 5,000 shares of Defendant 1 corporation. The Plaintiff asserts that Defendant 1 corporation seeks confirmation on December 26, 2007 on the ground that the transfer agreement, which decided to transfer the shares recorded in the attached list to Defendant 2 corporation, transferred all the assets of Defendant 1 corporation (hereinafter “instant transfer agreement”) to Defendant 2 corporation, is null and void since it did not undergo a special resolution of the general meeting of shareholders.

2. Determination on this safety defense

The Defendants asserted that the instant lawsuit is unlawful, since there is no specific or legal interest with respect to the company’s property relationship, and there is no benefit to seek confirmation of invalidity of the instant transfer of business.

In principle, a shareholder of a stock company shall have a de facto, economic, general, and abstract interest with respect to the company's property relationship. However, in exceptional cases such as the case where the company becomes unable to carry out its business objectives or its existence becomes impossible by transferring all of its business without a special resolution of the general meeting of shareholders as in the instant contract for the transfer of business, it is reasonable to deem that the shareholder has a direct and specific legal interest with respect to the validity of the contract on the disposal of the company's property. The fact that the plaintiff is the shareholder of the defendant 1 stock company who acquired 700 shares from the non-party 1 at least 5,00 shares of the defendant 1 stock company among the total shares 5,00 shares of the defendant 1 stock company (a dispute between the parties against the 1,90 shares

3. Judgment on the merits

In full view of the purport of evidence Nos. 1-3 through 5, the contents of the business transfer contract of this case are acknowledged as transferring all of the business related to the operation of village bus operated by Defendant 1 corporation, and all of the vehicles, bus routes, and all of the contracts concluded for the above business to Defendant 2 corporation. It is reasonable to deem that the business transfer contract of this case is null and void since there is no evidence to acknowledge that there was a special resolution of the general meeting of shareholders pursuant to Article 374(1)1 of the Commercial Act as the transfer of all of the business.

As to this, the Defendants asserted that the business of Defendant 1 was de facto discontinued at the time of the transfer of the business, and there is no evidence to acknowledge the special resolution of the general meeting of shareholders.

4. Conclusion

Therefore, the plaintiff's claim shall be accepted for the reasons and it is so decided as per Disposition.

[Attachment] List : (Omission)

Judges Jeong Jin-jin (Presiding Judge) and Maternified