§ 406. Revocation of Civil Code

2. The Defendants will implement the registration procedure at the end of the transfer of ownership, which was completed on October 18, 2012 under the receipt of No. 22134, with respect to each real estate listed in the separate sheet to Nonparty FF farming association corporations.

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

Cheong-gu Office

The same shall apply to the order.

The following facts may be admitted if there is no dispute between the parties, or if the entries in Gap evidence 1 to 4, 7, and 11 (including paper numbers) are taken into account in full view of the purpose of all pleadings:

A. On July 22, 2009, the establishment registration of the right to collateral security (hereinafter referred to as the “right to collateral security”) was completed with respect to each real estate listed in the separate list owned by Nonparty FF farming association (hereinafter referred to as “non-party FF farming association”). On October 23, 2012, the registration of the establishment of the right to collateral security (hereinafter referred to as the “right to collateral security”). On October 22, 2012, the instant right to collateral security was completed on the ground of the contractual acquisition on October 22, 2012, the registration of the change from the non-party corporation to the Defendant Jeong FF farming association (hereinafter referred to as “non-party corporation”); (b) on October 17, 2012, the non-party corporation sold each of the instant real estate to the Defendants at the price of KRW 3OOO (hereinafter referred to as the “the sales contract between the non-party corporation and the Defendants”); and (c) on October 21, 2012.

2. The occurrence of obligee's right of revocation;

A. Determination on the cause of the claim

1) In a case where a claim has already been created at the time of a fraudulent act, there is a high probability that the claim is to be established in the near future based on the legal relationship, and where a claim has been established in the near future due to the realization of the possibility, such claim may also become a preserved claim (see Supreme Court Decision 98Da56690, Apr. 27, 199). ① The above taxation claim against the non-party corporation was established before the date of the conclusion of the sales contract in this case, and there was a legal relationship which is the basis of the establishment of the claim at the time of the conclusion of the sales contract in this case, and ② it is apparent that the Plaintiff would have to impose tax accordingly, and thus, it was highly probable that the claim would be established based on the legal relationship. ③ Since the Plaintiff was actually established by imposing tax on the non-party corporation, the Plaintiff’s above taxation claim is merely the scope of the original claim subject to revocation and the amount of the additional claim subject to cancellation after the expiration of the tax payment period, and thus, the amount of the obligee’s claim subject to revocation cannot be determined as above.

2) According to the evidence No. 10, the non-party corporation is acknowledged to have held only each real estate of this case as active property at the time of entering into the sales contract of this case. Thus, the debtor's act of selling real estate, which is only the only property of the non-party corporation, and changing it into money or transferring it to another person without compensation, is presumed to be a fraudulent act against the creditor and the debtor's intent to cause harm (see Supreme Court Decision 2000Da41875, Apr. 24, 2001). Thus, the act of selling each real estate of this case, which is the only property owned by the non-party corporation, to the defendants, constitutes a fraudulent act subject to the creditor's right of revocation in relation to other creditors including the plaintiff, and is ratified by the non-party corporation.

3) Therefore, barring any special circumstance, the Plaintiff may exercise the right of revocation against the Defendants, a beneficiary, and seek restitution thereof.

B. Determination on the defense

The Defendants asserted that such act was not known to prejudice the creditors of the non-party corporation at the time of entering into the instant sales contract. Accordingly, the facts that Defendant UCC acquired the secured debt of this case after entering into the instant sales contract and changed from the non-party corporation to Defendant UCC to the non-party corporation. As seen earlier, according to the evidence submitted by the Defendants, it is recognized that the Defendants paid part of the amount to the non-party corporation before and after the instant sales contract, but it is insufficient to find that the Defendants did not know that they did not harm the creditors of the non-party corporation at the time of entering into the instant sales contract, and there is no other evidence to prove otherwise.

1) The Defendants are all identified as directors or auditors of the non-party corporation, and should be deemed to have been well aware of the circumstances of the non-party corporation.

2) On September 2012, the resident non-party corporation was investigated into the non-party corporation subject to value-added tax, and the amount unlawfully reported is an OO member and the estimated estimated value-added tax was an OO member.

At the time, the non-party corporation submitted a letter of confirmation that the amount converted to the taxable amount out of the value-added tax exemption amount was submitted to the resident tax office.

3) After November 2012, the National Tax Service again conducted an investigation into a non-party corporation, which was subject to value-added tax, the amount unlawfully reported as subject to tax exemption is an OO member, and the estimated amount of tax accordingly was an OO member (=Corporate OOwon of corporate tax + value-added tax OOO member).

At the time, the non-party corporation submitted to the National Tax Service a letter of confirmation that the amount converted to the amount of tax exemption of value-added tax is the OOO.

4) The Defendants’ assertion on the method and timing of payment of the purchase price is inconsistent as follows.

A) Briefs and real estate sales contract (Evidence No. 5) dated September 13, 2013: ① OOOOO is paid on the date of conclusion of the sales contract; ② OOOOOO is substituted by the Defendants’ acceptance of the secured debt of the instant collateral security; ③ the remainder of OOOOO on October 22, 2012.

B) Briefs dated November 18, 2013: ① Payment of OOO personnel by Defendant AD on October 16, 2012 (the day before the date of conclusion of the instant sales contract) by Defendant AD on October 16, 2012 (the day before the date of conclusion of the instant sales contract), ② Payment of OOO personnel by Defendant AE on October 18, 2012, ③ Payment of OOO personnel by Defendant AE on October 19, 2012, ③ Payment by Defendant AB on October 19, 2012, ④ Payment by Defendant AB in cash due to the lack of cash, ④ Payment of OO personnel in cash, ④ Payment by Defendant AB in cash (the said content is nonexistent after the lapse of nine months from the date of conclusion of the instant sales contract) by Nonparty AB’s director (the husband of Defendant HB) into the account of OO.

3. Methods of reinstatement;

A. The duty to restore the beneficiary (or any subsequent purchaser) following the revocation of a fraudulent act is a principle to return the original object itself to the debtor, barring special circumstances where it is impossible or considerably difficult to return the original object, barring special circumstances (see Supreme Court Decision 97Da58316, May 15, 1998). Therefore, the Defendants are obliged to return the ownership of each of the instant real estate to the non-party corporation.

B. The Defendants asserted that it is impossible to return originals because they return originals upon the acquisition of the secured obligation of the instant collateral by Defendant JungCC. However, the joint collateral value at the time of the fraudulent act (the conclusion of the instant sales contract) of each of the instant real estate is the value calculated by subtracting the portion entitled to preferential reimbursement from the market value of each of the instant real estate, and the joint collateral value of each of the instant real estate that is returned to the Nonparty Corporation, the debtor, by the transfer of each of the instant real estate ownership, is the same as the common collateral value of each of the instant real estate that is returned to the Nonparty Corporation, the debtor, based on the ownership transfer of each of the instant real estate. As such, the Defendants cannot be deemed to refund the ownership of each of the instant real estate and thus, the above assertion is without merit.

C. In addition, the Defendants asserted that it is impossible to return original assets because they paid wages and retirement allowances to employees of the non-party corporation after the conclusion of the instant sales contract, and the above employees’ claim for wages and retirement allowances had preferential right to payment under the Labor Standards Act, etc. However, the legal doctrine as argued by the Defendants is applicable to cases where the registration of seizure was cancelled after the fraudulent act (see Supreme Court Decision 2009Da25906, Jul. 23, 2009; this does not affect the common security value of the object of the fraudulent act if the registration of seizure was not made; because the registration of seizure does not affect the common security value of the object of the fraudulent act) and there is no assertion or proof as to the cancellation of each real estate after the conclusion of the instant sales contract (i.e.,, there is no assertion or proof as to the increase in common security value of each real estate as asserted by the Defendants through payment of each real estate in this case).

4. Scope of reinstatement.

A. The scope of revocation of a fraudulent act may, where it is obvious for another creditor to demand a distribution, or where there exist special circumstances, such as where the subject matter is indivisible, seek revocation even beyond the claim amount of the revocation creditor (see Supreme Court Decision 97Da10864, Sept. 9, 1997). The site and its ground buildings are in an economic indivisible relationship between the site and its ground buildings (see Supreme Court Decisions 96Da23207, Oct. 29, 196; 74Da2114, Feb. 25, 1975).

B. Since each of the instant real estate is also an economically indivisible building as a site and its ground building, the Plaintiff may seek the revocation of the entire sales contract against the Defendants.

5. Conclusion

Therefore, the sales contract of this case, which is a fraudulent act, is revoked, and is restored to its original state following the revocation of fraudulent act, and the Defendants are obligated to implement the registration procedure for cancellation of ownership transfer registration under the name of the Defendants on each of the real estate in this case to the non-party corporation. Thus, the Plaintiff’s claim shall be accepted for the reasons