2. The plaintiff's remaining claims are dismissed.

3. The costs of lawsuit shall be borne by the defendant.

4. Paragraph 1 can be provisionally executed.

A. On March 2015, the Ministry of Trade, Industry and Energy, as a national book-based business, promoted an export strategic-type project for the development of technology, and the Korea Institute for Advancement of Technology, which was delegated with the business affairs related to the said project, concluded a contract on the implementation of the national book-based project (hereinafter referred to as the “instant project”) with respect to the development of “RETARDDDDD” (hereinafter referred to as “RETD”) between Young-gu Co., Ltd. (hereinafter referred to as “YAD”) and Young-gu et al. (hereinafter referred to as “YAD”) around September 2013.

B. On January 2015 and January 2015, 2013, Samporogs Co., Ltd. (hereinafter referred to as “Trirogs”) entered into a contract with Youngdong medicine with the Plaintiff to develop and supply the Libyastr sub-parts, one of the parts of the Libyr (hereinafter referred to as “instant parts”). On September 18, 2015, after obtaining approval from Youngdong medicine, the Plaintiff transferred all business rights concerning the development and supply of the instant parts to the Plaintiff.

C. On July 5, 2016, the Plaintiff and the Defendant transferred the Plaintiff’s business rights related to the development and supply of the instant parts to the Youngdongtech, and the Plaintiff’s business rights related to the supply of the hydrogen fuel cell case to Samdong, to the Defendant at KRW 440,000,000. ② The down payment of KRW 44,000,000 on the date of the contract, and KRW 396,000,000 on the remainder on the date of the contract, and the remainder on the date of the contract, and the remainder on the date of the contract, the change of 4M (man, machine, mail, method of method), and the Plaintiff’s asset acquisition at the time of completion of the transaction approval (the rate of late payment damages shall be 15 per annum), and ③ if the Plaintiff’s assets acquisition is not approved, the contract shall be null and void if the contract is not approved by the customer (hereinafter “instant contract transfer”).

D. On July 5, 2016, the Plaintiff received down payment of KRW 44,00,000 from the Defendant in accordance with the instant business transfer agreement, and around July 18, 2016, the Plaintiff transferred the gold, paper, tools, etc. necessary for the development and supply of the instant parts to the Defendant.

E. On July 18, 2016, the Plaintiff notified the Youngdong Medical Institution of the conclusion of the instant contract for the transfer of business, and on August 24, 2016, the Plaintiff, the Defendant, and the Youngdong Medical Institution concluded the instant contract with the effect that the Plaintiff, the Defendant, and the Youngdong Medical Institution approved the development and supply company of the instant parts to be the Defendant according to the instant contract for the transfer of business (hereinafter referred to as the “instant approval agreement”).

F. Around August 2016, the Plaintiff obtained approval for the conclusion of the instant business transfer agreement from Samju, and accordingly, the Defendant supplied Samman with hydrogen fuel cell case.

【Ground of recognition】 The fact that there has been no dispute, Gap's evidence of subparagraphs 1 through 4, Eul's evidence of subparagraphs 1 through 10 (including each number), Gap's witness's witness's witness's testimony and whole purport of pleading

2. Determination on the cause of the claim

Around July 18, 2016, the Plaintiff transferred assets necessary for the development and supply of the instant parts to the Defendant, including gold, paper, and construction sections, in accordance with the instant business transfer agreement; the Plaintiff obtained approval from Samju on August 2016 regarding the instant business transfer agreement; and concluded the instant approval agreement with the Defendant and Youngdongtech on August 24, 2016, as seen earlier; and the Plaintiff obtained “approval from the customer company” under the instant business transfer agreement; barring any special circumstance, the Defendant is obligated to pay the Plaintiff the balance of KRW 396,00,000 under the instant business transfer agreement, and delay damages therefrom.

3. The defendant's assertion and judgment

A. The assertion that there was no "approval of customer company" under the business transfer contract of this case

1) First, the Defendant asserts that the “approval of the instant business transfer contract” does not mean simply obtaining the approval of the instant business transfer contract from the Youngdong Tech, but it means the completion of the development of the instant parts, and the completion of the development of the instant parts, thereby receiving an order for the mass production of the instant parts from the Youngdong Tech. However, it cannot be deemed that the approval of the customer company as stipulated in the instant business transfer contract was completed on the grounds that there was no completion of the development of the instant parts or any fact ordering the mass production of the instant parts from Youngdong Tech

2) According to the statements in Gap evidence Nos. 4 and 6, at the time of entering into the instant approval agreement, "the plaintiff is a party to the first development and supply contract, and the plaintiff cooperates as much as possible until the completion of development of the instant parts, and there was an agreement that "the defendant temporarily takes charge of the processing of the instant parts until the completion of facility investment for the processing of the instant parts," and it is recognized that the letter of intent for investment that the defendant sent to the plaintiff prior to entering into the instant business transfer agreement (hereinafter "the letter of intent for investment") includes the expression "to secure quantity and unit price determination".

However, according to the statement in Gap evidence No. 4, the agreement of this case can be acknowledged that all of the rights and obligations except the above plaintiff's obligations are composed of the contents of the rights and obligations between Youngdong and the defendant. In addition to the above plaintiff's obligations, the contract of this case is concluded with the agreement of this case, and the rights and obligations concerning the development and supply of the parts of this case are finally transferred from the plaintiff to the defendant. However, the plaintiff is merely obligated to cooperate with the development of the parts of this case, such as temporary taking charge of the processing of the parts of this case until the defendant was equipped with the facilities for processing the parts of this case. The above phrase contained in the letter of intent of investment of this case is unclear, and it cannot be deemed that it was incorporated into the business transfer agreement of this case as a document delivered prior to the conclusion of the contract of this case.

Ultimately, the conclusion of the approval contract of this case, which is stipulated in the business transfer contract of this case, was approved, and there is no other requirement for approval. Thus, the defendant's above assertion is rejected.

B. The assertion that the approval of a customer company under the business transfer contract of this case was cancelled

1) Next, the Defendant asserts that even if the approval of the instant transfer of business was granted upon the conclusion of the instant approval agreement, the said approval was retroactively invalidated since the Youngdongtech rescinded the instant approval agreement. Accordingly, the instant transfer of business became retroactively null and void.

2) If the contents of evidence Nos. 6 and 11 are added to the purport of the entire pleadings, it is recognized that, around June 22, 2017 and August 11, 2017, the Plaintiff notified the Plaintiff of the cancellation of the instant approval contract on the ground that “The Plaintiff was not able to complete the development of the instant parts, selling the assets owned by the Youngdongtech without permission, and the occurrence of legal disputes between the Plaintiff and the Defendant.”

However, following the transfer of the business in this case and the conclusion of the approval contract in this case, the Defendant merely bears the duty to develop and supply the parts of this case with respect to the Youngdong Park, and the Plaintiff did not bear any duty with respect to the Youngdong Park. ② The Plaintiff transferred the business related to the development and supply of the parts of this case to the Defendant, and the Plaintiff did not sell it to the Defendant only when it transferred the right to use the parts of this case to the Defendant, and ③ the legal dispute between the Plaintiff and the Defendant does not constitute a ground for the rescission of the approval contract in this case.

Therefore, the defendant's above assertion is not accepted, since the defendant's notification of cancellation is illegal and invalid.

C. The plaintiff's assertion that he did not perform his obligation under the transfer contract of this case

1) Lastly, the Defendant asserts that the Plaintiff included assets owned by the Youngdong C, the Plaintiff could not transfer its ownership, and assets not related to the development and supply of the instant parts in the subject matter of the instant contract for the transfer of business, and that the Plaintiff failed to perform the instant contract for the transfer of business by stating falsely the price of the lower test out of the subject matter of the instant contract for the transfer of business.

2) The above reasons cited by the Defendant do not constitute grounds for nonperformance since the conclusion of the instant business transfer agreement, and the Defendant did not assert that the instant business transfer agreement was rescinded on the grounds of the above reasons.

In addition, according to Gap evidence No. 1, although it is acknowledged that the assets owned by Yongdong park, such as the gold type of the instant parts, were included in the subject matter of the instant business transfer contract, if the whole purport of the pleadings is added to Gap evidence Nos. 2 through 4, and 6 (including the paper number), the assets owned by Youngdong park, which were included in the subject matter of the instant business transfer contract, were possessed only by the plaintiff, and the instant business transfer contract was also transferred only the right of use to the defendant. In fact, the plaintiff was found to have transferred only the right of use to the defendant with respect to the assets owned by Youngdongtech, such as the gold type of the instant parts. ② The assets not related to the development and supply of the instant parts included in the subject matter of the instant business transfer contract, were related to the transfer of the business right to manufacture and supply hydrogen fuel cell case, and ③ there was no evidence to acknowledge the false price of the subject matter of the instant business transfer contract as the subject matter of the instant transfer contract.

After all, the above reasons are not the reason why the defendant refuses to pay the balance under the business transfer contract of this case. Thus, the defendant's above assertion is rejected.

4. Conclusion

Therefore, the Defendant is obligated to pay to the Plaintiff the remainder 396,00,000 won under the instant contract for the transfer of business and damages for delay calculated at the rate of 15% per annum under the agreement from August 25, 2016 to the date of full payment under the agreement, which is the day following the date of conclusion of the instant contract for approval, to the day of full payment (the Plaintiff claimed damages for delay from August 24, 2016; however, the Plaintiff claimed damages for delay from August 24, 2016, but obtained the approval of the Youngdongtech on August 24, 2016. Accordingly, the Plaintiff’s claim for delay from August 25, 2016, which is the following day, shall be accepted within the extent of the foregoing recognition, and the remainder is dismissed as there is no justifiable reason

Judge Cho Jong-sung

Judges Kim Gin-han