All
| TITLE | Supreme Court Decision 2018Da9920, 9937 Decided September 13, 2018【Unjust Enrichment, etc.; Agreed Amount, etc.】 [full Text] |
|---|---|
| Summary | |
|
[1] Meaning of the principle of the equality of shareholders, and validity of an agreement by a company granting superior right or interest only to certain shareholders through breaching said principle (invalid in principle) [2] In a case where: (a) Company A and its management and the Employee Stock Ownership Association (hereinafter “ESOA”), for the purpose of procuring operating capital, concluded with Party A a share purchase agreement detailing that “Party A shall purchase at par value partial shares owned by EOSA members issued by Company A and pay said purchase amount to Company A; extend a certain loan amount to Company A; and have the right to recommend one (1) executive officer of Company A”; (b) Company A and Party A subsequently entered into an agreement detailing that “Company A shall pay an agreed monthly amount to Party A and Party B (Party A’s wife) in consideration for Party A’s non-exercise of the foregoing right of executive officer recommendation,” and said agreed amount was accordingly paid on a monthly basis to Party A et al.; and (c) Company A suspended payment and sought a claim for restitution of unjust enrichment by asserting that the aforesaid payment agreement was invalid as it contravened the principle of the equality of shareholders, the Court affirming that Company A’s continuous payment of the agreed amount is deemed as granting Party A et al. a superior right that was not extended to Company A’s other shareholders, thereby contradicting the principle of the equality of shareholders, grounded on the basis that Party A et al. lost status as Company A’s creditor and only remained its shareholder upon having received payment in consideration from Company A for funding operating capital |
|
