2. B.

3. NaCC;

4. NaD;

2. The costs of appeal are assessed against the Plaintiffs.

(a) Determination of exercise of appraisal rights and purchase price of stocks;

(1) The plaintiffs were shareholders of ○○ Broadcasting (hereinafter referred to as 'the 'the 'the 'the 'the 'the 'the 'the 'the 'the '')'. On May 16, 2001, the plaintiffs opposed to the merger of the non-party company and the ○○ Information and Communications Dispute Resolution Co.

(2) After exercising the purchase right of shares, the Plaintiffs filed an application with the court for determining the purchase price with the non-party company for the non-party company’s purchase price. On January 18, 2008, the court determined the purchase price of shares per non-party company’s 22,025 won (○○ court 2006Ra000), and the above decision was finalized on May 26, 2008.

(b) Claim for payment of purchase price of stocks and receipt of stock price and damages for delay; and

(1) On June 19, 2008, the plaintiffs filed a lawsuit against ○○ City Broadcasting (referring to a company that merges with a company that merges with a foreign company) seeking payment of purchase price of shares determined by the above decision and damages for delay from July 17, 2001 (the date two months have elapsed from the date of application for stock purchase) (the date when two months have elapsed from the date of application for stock purchase) (○○ District Court 2008Gahap00).

(2) On December 29, 2008, the court of the first instance ordered the payment of purchase price of shares and damages for delay from May 27, 2008 (the day following the day on which the decision on purchase price of shares became final and conclusive) determined by the above decision among the plaintiffs' claims, and ordered the dismissal of the rest of the plaintiffs' claims.

(3) The plaintiffs appealed against the above judgment of the first instance court (○○ court 2009Na000), and the above appellate court changed the above judgment of the first instance court on August 21, 2009 and rendered a judgment citing the plaintiffs' claims in whole.

(4) The ○○ City Broadcasting appealed against the above appellate judgment (Supreme Court Decision 2009Da0000), and the Supreme Court dismissed the appeal on April 28, 201.

(5) The Plaintiffs received the purchase price of shares and damages for delay thereof (hereinafter “instant damages for delay”) from ○○ City Broadcasting in 2009 from the said appellate judgment.

(c) Return and payment of global income tax;

(1) Plaintiff BA filed a global income tax return for the year 2009, respectively, on May 27, 2010, and Plaintiff BB on May 22, 2010. However, the instant delay damages were not reported as income, and Plaintiff BD and BCC did not file a global income tax return for the year 2009.

(2) On April 2014, the Plaintiffs received a notice from the ○○ Regional Tax Office with which the Defendant belongs to demanding that the instant damages for delay fall under other income provided for in Article 21(1)10 of the Income Tax Act, and subsequently filed a return (revision report) on the instant damages for delay on April 30, 2014, Plaintiff BA, UBBB, and NaD filed a revised return, Plaintiff BCC, and NaD filed a subsequent return (hereinafter “instant revised return and subsequent return”).

(3) The Plaintiff UB, NaCC, and NaD paid the comprehensive income tax on the instant damages for delay due to the instant revised return and the subsequent return after the due date.

[Ground of recognition] Facts without dispute, significant facts in this court, Gap evidence 1-4, Gap evidence 2-1-4, Gap evidence 3, Eul evidence 1-1-4, the purport of whole pleadings

2. Summary of the plaintiffs' assertion

The Plaintiffs are entitled to share purchase price and delay damages in this case by exercising the right to purchase the appraisal right against the non-party company. The exercise of appraisal right is a sole act, and there was no conclusion of a share purchase contract between the Plaintiffs and the non-party company.

Therefore, the damages for delay in this case does not constitute damages caused by the termination or termination of the "contract on Property Rights" under Article 21 (1) 10 of the Income Tax Act, and the plaintiffs' revised return and return after the deadline, and the subsequent payment of the plaintiff UBB, NaCC, and NaD's global income tax are all without any legal grounds.

Therefore, Plaintiff BA’s liability to pay for the Defendant of Plaintiff BA regarding KRW 249,354,316 of global income tax for the year 2009, which was reported by Plaintiff BA on April 30, 2014, does not exist, and the Defendant is obligated to return the comprehensive income tax already paid by the said Plaintiffs to Plaintiff BB, BCC, and BD according to the instant revised return and the return after the due date.

3. Determination

A. Relevant statutes

Article 21 (1) 10 of the Income Tax Act provides that penalty or compensation received due to a breach or cancellation of a contract shall be one of the other incomes, and Article 41 (7) of the Enforcement Decree of the Income Tax Act provides that the compensation for damages received due to a breach or termination of a contract on the property right shall be the compensation for damages in excess of the damages to the payment itself which is the original content of the contract, regardless of the title thereof.

B. Relevant legal principles

(1) Single conduct and contract

A juristic act is an act by which an actor forms a legal relationship based on his/her own will and requires an expression of intent to change the legal relationship, i.e., an expression of intent. It may be one or more.

The sole act is a juristic act constituted by one declaration of intention, and the contract is a juristic act constituted by the mutual agreement of two or more conflicting declarations of intention.

(2) Legal nature and effect of appraisal rights under the Commercial Act

In light of the purport of Article 522-3(1) of the Commercial Act and Article 374-2(2) through (4) of the Commercial Act applied mutatis mutandis pursuant to Article 530(2) of the Commercial Act, which regulates the appraisal right of shareholders opposing merger (hereinafter referred to as "persons opposing merger"), appraisal right of shareholders opposing merger is established as so-called formation right (the exercise of formation right is a sole act) regardless of whether the company has given consent or not (the conclusion of a sales contract is deemed to be legal fiction of consent). Article 374-2(2) of the Commercial Act provides that the term "two months from the date when the company received the request for appraisal of shares" means that the period during which the company is obliged to pay the purchase price of shares has not been determined within two months (see, e.g., Supreme Court Decision 2009Da72667, Apr. 28, 2011).

(3) Nullity, etc. of a final tax obligation

The global income tax is a tax in the form of tax return, as a matter of principle, the taxpayer’s duty to pay taxes is determined specifically by determining the tax base and the amount of tax and the act of payment thereof is the performance of the specific duty to pay taxes confirmed by the return, and the local government holds the tax amount paid based on the final tax claim as above. As such, insofar as the act of the taxpayer’s return does not automatically become null and void due to a significant and apparent defect, it cannot be deemed as unjust enrichment. Here, as to whether the act of the taxpayer’s return constitutes null and void as a matter of course due to a significant and apparent defect, the purpose, meaning, function, and legal remedy for the defective act of the return should be determined on an individual basis of the specific circumstances arising from the act of the return (see, e.g., Supreme Court Decision 2004Da64340, January 13, 206)

However, even if a tax return is made by means of tax return, if the taxpayer fails to file a return within the statutory due date of return and the due date expires, a return on global income tax has no effect to determine the tax base and amount of tax (Article 45-3 of the Framework Act on National Taxes), and the said decision constitutes a disposition by the head of the competent district tax office (Article 45-3 of the Framework Act on National Taxes). If the tax disposition is based on the extent that the tax disposition can be revoked, not on the grounds that the tax authority voluntarily cancels it or is not revoked by the appeal procedure, the payment of the tax thereby cannot be deemed as unjust enrichment (see, e.g., Supreme Court Decision 94Da2800, Nov. 1

C. Determination

This case is not an administrative litigation but a civil litigation. In order to admit the plaintiffs' arguments in a civil lawsuit, there should exist exceptional reasons (e.g., invalidation) presented by the precedent.

Although the exercise of appraisal rights is a single act as seen above, the conclusion of a sales contract is deemed deemed to exist between the opposing shareholder and the company (the relevant provisions of the Commercial Act stipulate the exercise of the right to demand purchase of shares, the decision of the "purchase price" and the "period for claiming purchase", and it is apparent that the conclusion of the "sale contract for shares" is premised on the conclusion of the "sale contract for shares."

In addition, due to the effect of exercising appraisal rights, shareholders are obliged to transfer shares to the company, and the company bears the obligation to pay the purchase price of shares to shareholders, and the legal relationship and economic substance after exercising appraisal rights are not different from that after concluding the sale contract.

Therefore, it shall be deemed that a share purchase contract was concluded between the plaintiffs and the non-party company due to the exercise of the plaintiffs' appraisal right. The company that merged the non-party company did not pay the plaintiffs the purchase price (the second month from the date of receiving the purchase right of shares) pursuant to the share purchase contract and paid the damages for delay in this case. Furthermore, since the plaintiffs filed a lawsuit claiming the payment of purchase price of shares and the damages for delay in this lawsuit, the damages for delay in this case constitute other income under Article 21 (1) 10 of the Income Tax Act (it shall not be bound by the court on the ground that the specific administrative agency sent different contents in the case of the purchase right of the reconstruction association similar to the specific administrative agency) and other reasons such as the invalidity of the tax disposition that appears to have occurred after the report after the due date and the return after the due date, there

Thus, the plaintiffs' assertion that the damages for delay of this case does not constitute the above other income is without merit without further review (the plaintiff UB, NaCC, and NaD asserts that since the return and payment of global income tax after the return of this case were caused by mistake, it shall be revoked. However, the above assertion cannot be applied to the legal principles on cancellation of the declaration of intention of this case, and therefore, it is without merit).

4. Conclusion

Therefore, the plaintiffs' claims in this case are dismissed in its entirety because they are without merit, and the judgment of the court of first instance is just and it is difficult to recognize that the plaintiffs' appeals are reasonable. Therefore, all appeals by the plaintiffs are dismissed. It is so decided as per Disposition.