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(영문) 서울고등법원 2017.09.14 2017나2033047

주주지위 확인 등

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1. The part of the first instance judgment against the Defendants shall be revoked.

2. All of the plaintiff's claims against the above revocation.

Reasons

1. Basic facts

A. The Plaintiff planned F’s business of importing and selling the case of “F”, its head office in New York, and established Defendant B for the purpose of recruiting and selling franchise stores on November 12, 2013, and Defendant C for the purpose of manufacturing and selling the case around November 18, 2013.

(hereinafter referred to as the “Defendant Company.” At the time, the total number of common shares issued by the Defendant Company was set at KRW 100 per share and per face value at KRW 100 per share (the total number of common shares issued by the Defendant Company was not issued; hereinafter referred to as the “each of the above shares” and the Plaintiff was registered as the respective auditors of the Defendant Company.

B. After that, each share transfer contract was prepared on March 28, 2014, “D transferred all the shares issued by Defendant B to the Plaintiff at KRW 100, and transferred all the shares issued by Defendant C to Defendant B at KRW 100”

(hereinafter) Each of the above contracts is "the first stock acquisition contract of this case" and the plaintiff's contractual status as "the first transferee" of this case.

On August 18, 2014, G, an internal director with the power of representation, resigned from the corporate register of Defendant B, and the registration of appointment as an internal director with the power of representation was completed.

On October 13, 2014, Defendant E and D drafted a contract for share sale and transfer of management rights of each of the instant shares held by D to Defendant E.

(hereinafter) Each of the above contracts refers to "the second share acquisition contract of this case", and Defendant E's contractual status as a result thereof is "the second transferee"). Defendant E paid KRW 100 million to D as the price for acquiring each of the shares of this case in accordance with the second share acquisition contract of this case, and thereafter, the register of shareholders of Defendant Company changed the entry into the name of Defendant E in the name of Defendant Company.

E. D’s representative authority as of October 13, 2014 in each corporate register of the Defendant Company.