2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

The first instance court.

A. Defendant B entered into a partnership agreement with Defendant B, E, F, and G, and engage in general restaurant business in the name of “I” (hereinafter “instant store”).

(hereinafter “instant association”). The instant association began to hold shares of Defendant B 30%, D 30%, E 20%, F 10%, and G 10%, and thereafter, D transferred 10% shares to J with the consent of its members.

B. On December 5, 2014, the Plaintiff transferred KRW 35 million to D.

C. The Plaintiff was paid KRW 1.7 million each month from January 2015 to August 2015 by D.

Since then, the nominal owner of the instant store was changed to Defendant C.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, and the plaintiff's assertion of the purport of the whole pleadings is that the plaintiff acquired 10% shares from D, a member of the instant association, and acquired the status of a member of the instant association, but did not receive a distribution of profits from the operation of the instant store from September 2015.

Therefore, Defendant B, the actual general partner of the instant association, and Defendant C, the nominal owner of the instant store, should pay to the Plaintiff a profit of KRW 3.4 million for the two-month period and delay damages for the said profit.

Judgment

In a case where a partnership agreement provides that “a partnership may transfer a part of its equity to a third party” and where a partnership agreement generally acknowledges a transfer of a partner’s equity, a partner may transfer all of his/her equity to a third party without the consent of all other partners, but it does not naturally permit a transfer of a part of his/her equity to a third party.

This is because, if a union appoints a manager by a majority of the number of partners in accordance with the Civil Code Article 706 and decides the execution method, if a part of the shares of partners are transferred to a third party, the number of partners will increase.