Provisional Injunction Blocking an EGM for Liquidator Dismissal in a Redevelopment Cooperative
1. Facts and Background
The clients were (i) Housing Redevelopment Improvement Project Cooperative, an
entity established under the Act on the Improvement of Urban Areas and
Residential Environments (the "Urban Improvement Act") and now in
liquidation, and (ii) the representative liquidator of that cooperative. A
member of the cooperative (the obligor) had publicly announced, in his capacity
as the representative of proposing members representing not less than one-tenth
of the membership, that he would convene an extraordinary general meeting on 9
May 2026 with the following agenda items: (1) the dismissal and suspension from
duties of the representative liquidator and the other liquidators, (2) the
appointment of a new four-person liquidator team and the designation of a new
representative liquidator, (3) the approval of the continued service of the
auditor, and (4) the entrustment of damages claims and other legal measures
concerning alleged unlawful acts. Concluding that the convening procedures and
the structure of the agenda items were materially defective, the clients
retained LKP shortly before the scheduled meeting to apply for a provisional
injunction prohibiting the holding of the extraordinary general meeting.
2. Key Legal Issues
The main issues were: (i) whether Article 43, paragraph 4 of the Urban
Improvement Act — which provides that a cooperative officer may be removed by a
majority of those present at a general meeting convened upon the request of not
less than one-tenth of the members — may be applied by analogy to the dismissal
of liquidators after the cooperative has entered liquidation; (ii) whether
agenda items other than the dismissal of liquidators and closely related
suspensions from duties (i.e., the appointment of new liquidators, the approval
of the continued service of the auditor, and the entrustment of damages claims
and legal measures) require, for the convening of an extraordinary general
meeting, compliance with the procedure under Article 44, paragraph 2 of the
Urban Improvement Act, Article 41-2 of its Enforcement Decree, and Article 20
of the cooperative's articles of association (i.e., convening by the chairperson,
in default of which by the auditor, in default of which by the representative
of the proposing members with the approval of the Mayor of Uijeongbu City),
together with the attachment of identity documents of the proposing members;
and whether the obligor's request to convene satisfied those procedural and
formal requirements; (iii) whether a written resolution form designed to record
the dismissal of multiple liquidators on a single, bundled basis substantively
infringes the voting rights of those members who would consent to the dismissal
of some, but not all, of the named liquidators; (iv) whether the designation of
the residential address of the representative of the proposing members (the
obligor), rather than the address of the cooperative itself, as the place to
which written resolutions should be returned, violated Article 22, paragraph 3
of the cooperative's articles of association; and (v) whether the change of the
date of the extraordinary general meeting from the date originally specified in
the proposal preserved the legal effect of the original proposal, and how to
organize, as grounds for the necessity of preservation, the prospect of harm
not adequately remediable by post-judgment monetary compensation.
3. Implementation and Outcome
LKP (i) analyzed the relevant provisions of the Urban Improvement Act, its
Enforcement Decree, and the articles of association, and — taking, as its
working premise, the interpretation that Article 43, paragraph 4 may be applied
by analogy to the dismissal of liquidators — identified as the principal issues
the structure of the agenda items in the present matter and the defects in the
written resolution form; (ii) organized, on an item-by-item basis, the manner
in which the convening procedure under Article 44, paragraph 2 of the Urban
Improvement Act and Article 20 of the articles of association had not been
complied with for the agenda items other than the dismissal of liquidators
(agenda items 2 to 4); (iii) emphasized that a written resolution form
structured to record the dismissal of multiple liquidators on a single, bundled
basis substantively infringed the voting rights of the cooperative members; and
(iv) systematically presented, as grounds for the necessity of preservation,
the prospect of further disputes arising from any change in the cooperative's
representative and the consequent risk of harm not adequately remediable by
post-judgment monetary compensation. On 8 May 2026, the Uijeongbu District
Court (a) found that, in respect of agenda item 1, the defect in the written
resolution form was sufficiently serious to warrant prohibiting the resolution
itself, (b) found that the obligor lacked authority to convene the
extraordinary general meeting in respect of agenda items 2 to 4, and (c) found
that, in matters affecting numerous interested parties, public notice of the
provisional injunction would constitute an effective and appropriate means of
resolving and preventing further disputes; on those grounds, the court granted
the application in full, ordering (1) that the obligor was prohibited from
holding the extraordinary general meeting scheduled for 9 May 2026, (2) that
the court bailiff was to give public notice of the order, and (3) that the
costs of the proceedings were to be borne by the obligor. The case is of
practical significance in the urban-improvement context: while presupposing the
analogical application of Article 43, paragraph 4 of the Urban Improvement Act
to the dismissal of liquidators following entry into liquidation, the decision
provides clear guidance on the substantive infringement of voting rights
through agenda construction and the design of written resolution forms.