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(영문) 서울고등법원 2018.03.23 2013나12152

손해배상(기)

Text

1. Of the judgment of the court of first instance, the part against the Defendants shall be revoked, and the Plaintiff’s revocation part shall be the Defendants.

Reasons

1. Basic facts

A. The status of the parties 1) K Co., Ltd. (hereinafter “K”).

) A company is established for the purpose of manufacturing, wholesale, retail, etc. of electrical and electronic products. As of February 10, 201, the Plaintiff was the Plaintiff’s shares 3,211,960 shares of K and 2,584,282 shares of the Plaintiff as of February 10, 201, and the remaining 627,678 shares are the shares of the Plaintiff, and the remaining 247,719 shares among them are the name of L, 251,38 shares are M, 128,571 shares in the name of M, 128,571 shares (the shares of this case are 30.59%; hereinafter “instant shares”) and the share certificates are “the share certificates of this case”.

(2) At the time of February 25, 201, Defendant C, E, and G are representatives or partners attorneys-at-law of Defendant B (hereinafter “Defendant Law Firm”) as of February 25, 201.

B. The Plaintiff, as of January 31, 201, entered into an understanding note for acquiring the instant shares and K management rights.

2. On 12.12. A and the instant shares and management rights were transferred to KRW 14. billion, “Written Understanding for Acquisition of K’s and Management Rights” with the content that they are transferred to KRW 14. billion.

Before the conclusion of this Agreement, the above MO included the content of AA lending KRW 10 billion (5 billion in part payment of KRW 5 billion in contract amount) for the purpose of improving the K’s financial structure.

2) On February 12, 2011, the Plaintiff drafted a “Annexed Agreement” separate from AA. The Annexed Agreement provides that: (a) prior to the conclusion of this Agreement, AA lends part of the purchase price of stocks and management rights to the Plaintiff; and (b) the amount includes KRW 4.5 billion necessary for the recovery of the stocks offered as security to the financial institution. (c) The Plaintiff granted the right of preferential negotiation to A for the purpose of concluding this Agreement.

However, the Plaintiff, as the head of HMC securities AB branch, received a letter of intent to acquire from the Intervenor’s Intervenor (hereinafter “ Intervenor”). On February 17, 201, the Plaintiff transferred the shares and management rights of the Intervenor and the instant case to the Intervenor at KRW 15 billion on February 24, 201.