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(영문) 서울고등법원 2017.10.20 2017나2004902

명의개서청구

Text

1. The defendant's appeal is dismissed.

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

Purport of claim and appeal

1..

Reasons

1. Basic facts

A. 1) On January 10, 2008, the Defendant was established for the purpose of running the agricultural and fishery products sales and distribution business, etc., and changed its trade name from the F Co., Ltd. to the current trade name on March 21, 2013. 2) The Defendant’s shares issued are 10,000 shares, and C, a director of the Defendant’s in-house, owned 5,100 shares and 4,900 shares.

3) The Plaintiff joined the Defendant around January 2010 and worked as an employee in business until October 30, 2015. The Plaintiff, on January 10, 201, was registered as an internal director on the Defendant’s corporate registry, but resigned on January 19, 201. B. The Plaintiff entered into a share transfer agreement with the Defendant’s shares of KRW 400,600 (hereinafter “instant shares”) from C on December 24, 2010, with the content that the Plaintiff purchased KRW 10 million from D’s shares of KRW 400 (hereinafter “instant shares”).

(hereinafter “instant share transfer contract”). At the time of the instant share transfer contract, the Defendant did not issue the share certificates regarding the shares issued.

2) On December 27, 2010, the Plaintiff paid KRW 2 million to C and KRW 8 million to D as the purchase price of stocks. The Plaintiff paid KRW 1,3,50,000 to C as the purchase price of stocks. The Plaintiff’s ground for recognition is that there is no dispute, and that there is no ground for recognition, Gap’s 1, 3, and 5, Eul’s 3, 4, 7, and 8 (including each number; hereinafter the same applies).

each entry, witness D's testimony, the result of the examination of the plaintiff himself/herself by the court of first instance, the purport of the whole pleadings.

2. The transfer of shares before the issuance of share certificates to determine the cause of the claim takes effect by agreement between the transferor and the transferee, i.e., the agreement of share transfer. Thus, the transferor, upon the conclusion of the share transfer contract, loses the shares which were the object of the transfer and becomes the transferee and becomes the shareholder upon the transfer.

As such, the person who received the registered shares prior to the issuance of the share certificates has issued the shares without cooperation of the transferor, barring any special circumstances.