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(영문) 서울고등법원 2015.08.21 2015나2016796

손해배상

Text

1. The part of the judgment of the court of first instance against Defendant C among the judgment of the court of first instance is revoked, and the plaintiff is subject to its revocation.

Reasons

1. The following facts may be found either in dispute between the parties or in full view of the purport of the entire pleadings in each entry in Gap evidence 1-1, 2, and 2-2:

The Plaintiff is the representative director of a company whose main business is asset management and operation under the name of “F.”

Defendant C (hereinafter “Defendant C”) was the largest shareholder, vice-chairperson, and registered director of Defendant C at the time of the instant case as the company engaged in multiple cargo transport, travel service, etc.

Co-Defendant E Co-Defendant E in the first instance trial (hereinafter referred to as “E”) was the largest shareholder and in-house director of E as a company engaging in franchise business, etc.

B. On June 14, 2013, Defendant D and the Plaintiff entered into a contract between Defendant C and the Plaintiff for acquisition of shares and management rights to transfer KRW 1 million of common shares issued by Defendant D and management rights for KRW 6.5 billion of purchase price (hereinafter “instant contract”). The main contents of the instant contract are as follows.

Article 1 (Purpose of Contract) of the Agreement on Acquisition of Stocks and Management Right (Purpose of Contract) The purpose of the Agreement is to transfer the management rights of the shares and E with the shares of Defendant D to Defendant C and the Plaintiff through lawful procedures, and to determine all matters related to the acquisition by Defendant C and the Plaintiff.

Article 2 (Subject Matter of Sales Agreement)

1. All rights and obligations dependent on the management rights and management rights of E;

2. Article 3 (Sales Price, Payment Schedule, and Performance Conditions) of 1,000,00 common shares (amounting to 500,000 won) issued by Defendant D-owners.

1. Sales amount: The sales amount of E’s managerial rights and shares (ordinary shares 1,00,000 shares) shall be KRW 6,500,000 ($ 6,500,000).

2. Contract deposit: Defendant C and the Plaintiff shall pay the down payment to Defendant D on June 17, 2013 after conducting a daily inspection at the same time as the instant contract was concluded.

3. Part payments: Defendant C and the Plaintiff on June 19, 2013: 3,350,000,000 won as part payments. < Amended by Presidential Decree No. 17035, Jun. 19, 2013>