Facts

At the regular shareholder's meeting of Y Company convened on March 29, 1985, resolutions were made regarding consent to the distribution of profits, election of directors and auditors, and the presentation of retirement bonuses to retiring directors and auditors. However, X, a shareholder of that company, has brought this action for nullification of that shareholders' meeting claiming that questions by shareholders tot be raised at that meeting has to be submitted in writing in advance and were answered by the directors in one general answer, and that this type of explanation did not fall under the provisions of Commercial Code Art. 237-3 and was therefore in violation of that provision. The court of first instance held that "it is permissible for the directors of Y Company to exempt dealing with those questions unrelated to the purpose of the meeting, abstract question and questions whose meaning is unclear ad explain the remainder item by item but it is equally permissible to give only as much detail as is practically and objectively necessary. Under the above facts, the methods of the directors of Y Company in explaining in one general answer cannot be recognized as a violation of Commercial Code Art. 237-3" and dismissed X's claim. However, as to whether the above decision that one general answer sufficiently fulfills the Art. 237-3, Para. 1 provision regarding performance of a director's duty of explanation, the phrase "cannot be recognized as a violation of Commercial Code Art. 237-3 is so passive that tit is not necessarily clear. Regarding this point, the court of second instance held that ????????"the fact that the director's duty of explanation provided for in Commercial Code Art. 237-3, Para. 1 is born of the desire for an explanation by the shareholders' meeting is clear from the words of the law itself and, insofar as questions can be addressed to the company in writing in advance, it does not seem that the directors must give explanations at the meeting. In fact, it can be said that, lin order to ensure the smooth conduct of the meeting, regarding those questions which are submitted in advance in writing, to give explanations without waiting for amended questions to be posed at the meeting is a question of propriety as regards the method of conducting the meeting and is, therefore, to be entrusted to the company." This clarifies the legal position of giving one general answer. X objects to this decision and is appealing.

Gist

Appeal dismissed.

Regarding the reasons for the appeal, "if we come the recognized rationale of the original decision as it relates to the points of the argument to the related evidence cited in the original opinion, we can approve them as just and, by that process, there is no illegality to the argument. In the final analysis, the decision to accept or reject evidence belongs exclusively to the original trier of fact, and we cannot adopt the gist of the argument, which is nothing more than an appeal to criticize the acknowledged facts or to overturn the original decision made based on the original view of the lower court.

(translation by Vicki L. Beyer)

Temple University Japan