1. Defendant B is dismissed from office as director of Defendant C Co., Ltd.

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

1. Basic facts

A. Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd.”) is a company with 40,000,000 capital stock and 80,000 shares issued. The Plaintiff is a shareholder holding 40,000 shares (50%) of the Defendant Co., Ltd., and Defendant B is a shareholder and an internal director and a representative director.

B. The Plaintiff demanded the Defendant Company to dismiss Defendant B from office, and the general meeting of shareholders held on December 3, 2013, but the above dismissal agenda was rejected by the same number of shareholders present at the meeting.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 5, and 6, the purport of the whole pleadings

2. Determination

A. The purport of the parties' assertion is that the plaintiff, although the defendant B did not have a resolution of the general meeting of shareholders on the remuneration of officers, he withdrawn the money as remuneration to the defendant B and the non-party D, thereby seriously violating the law and the articles of incorporation of the defendant company. Nevertheless, since the defendant B's temporary general meeting of shareholders was rejected, the defendant B should be dismissed from office as director of the defendant company.

As to this, Defendant B agreed with the Plaintiff on the benefits of Defendant B and D, and received the benefits in return for the lawful performance of duties in accordance with the agreement, Defendant B asserted that there was no significant violation of the statute or the Articles of incorporation of the Defendant Company.

B. The legislative purpose of Article 385(2) of the Commercial Act is to protect minority shareholders, etc. by rectifying unreasonable acts related to duties, or serious facts in violation of the statutes or the articles of incorporation, and thereby, by protecting minority shareholders, etc. (see, e.g., Supreme Court Decision 2010Da35985, Sept. 30, 2010). Here, “material facts in violation of the statutes or the articles of incorporation” means duties stipulated in the said Article.