Whether a judgment seeking confirmation of the existence or validity of a resolution of a general meeting of partners of a partnership or a limited partnership company against an individual, not a company, such as an employee (negative)

In a case where there is a benefit of immediate confirmation, that is, obtaining a confirmation judgment in order to eliminate risks or apprehensions with respect to the plaintiff's rights or legal status, the action seeking such confirmation judgment is unlawful, as there is no benefit of immediate confirmation, since the resolution of a general meeting of partners of an unlimited partnership company or a limited partnership company is a company as a decision-making by the company and thus, the subject of legal relations with the company is the company. Thus, only upon receiving a confirmation judgment as to the existence or validity of the resolution of a general meeting of partners or a general meeting of partners of a limited partnership company, the resolution can remove the plaintiff's rights or legal status with respect to the company's rights or legal status effectively by the resolution. The

Articles 195 and 269 of the Commercial Act; Article 706 of the Civil Act; Article 228 of the Civil Procedure Act

Supreme Court en banc Decision 80Da2425 Decided December 11, 1973, 73Da1553 (Gong1973, 7637) Decided September 14, 1982, and 80Da2425 (Gong1982, 928)

Plaintiff

Defendant 1 and 11 Defendants, Counsel for the defendant-appellee

Seoul High Court Decision 90Na15121 delivered on October 19, 1990

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

We examine the Plaintiff’s ground of appeal.

In a case where there is a benefit of immediate confirmation, that is, obtaining a confirmation judgment in order to eliminate risks or apprehensions with respect to the plaintiff's rights or legal status, it shall be permitted only where it is legally valid. The resolution of a general meeting of partners of an unlimited partnership company or a limited partnership company is a company as a decision-making of the company, and thus, the subject of legal relations with the company is the company. Thus, only upon receiving a confirmation judgment as to the existence or validity of the resolution of the general meeting of partners, the plaintiff's rights or legal status can be effectively and effectively cut off, and the confirmation judgment against an individual, such as a company, has no effect on the company, and thus, the lawsuit seeking such confirmation judgment shall be deemed unlawful.

In the above purport, the court below's rejection of the lawsuit for nullification and non-existence of each resolution of the general meeting of partners of this case against the defendants who are not a company is justified and there is no error in the misapprehension of legal principles like the theory of lawsuit. In addition, the judgment of the court below as to the exclusion period as a lawsuit for nullification of the establishment of a company, the limitation period as well as the previous legal relation confirmation lawsuit, which the court below explained by the reason supporting the illegality of this lawsuit, are nothing more than an additional judgment, and it does not affect the theory of the original decision. Thus, the appeal 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.

Justices Song Man-man (Presiding Justice)