2. The costs of lawsuit shall be borne by the Plaintiff.

A. A contract for the transfer of management rights with respect to the shares on May 3, 2010

On May 3, 2010, the Defendant, the Soft Forum Co., Ltd. (hereinafter “soft Forum”) and the Defendant’s major shareholder Nonparty 5 entered into a contract for the transfer of stocks and management rights with the following content:

The transferor, the non-party 1 and 2, the new Telecom Co., Ltd., the Korea Culture Promotion Co., Ltd., the establishment and use promotion plan of the STS semiconductor Communication Co., Ltd., the defendant (hereinafter referred to as the "A") and the third party designated by the transferee for the Sub-Ba and the Sub-Ba (hereinafter referred to as the "B") enter into a transfer contract with respect to the principal shares and management rights of the closed asset management issuance as follows:

This transfer contract is made for the said shareholders (transferor) by delegation of authority to transfer all of the shares of the said shares to a third party from the shareholders (transferor) of the shares of the undisclosed asset management issuing the shares, and is jointly and severally assumed by A and the transferor for all of the obligations and responsibilities of A under this contract.

Article 1 (Subject Matter of Transfer)

A transfer to B the management right for the undisclosed asset management of 3920,000 (5,000 won per face value per share) of registered common shares of the issuance of the undisclosed asset management.

Article 2 (Payment of Transfer Price)

1. The price for the transfer of stocks specified in Article 1 shall be 20 billion won;

2. Eul shall pay the transfer proceeds to Gap as follows:

(1) A down payment of five billion won shall be paid on the date of conclusion of this contract: Provided, That on April 30, 2010, three hundred million won in the deposit of Eul under the contract concluded between A and B shall be included in the down payment.

(2) Any balance of 15 billion won shall be paid up to May 24, 2011.

Article 3 (Transfer of Share Certificates and Management Rights)

1. A shall receive 5 billion won down payment from B, and at the same time deliver to B the real share certificates of all the shareholders (one million shares) owned by Nonparty 2 and documents necessary for the change of ownership of the shares among the shares in this case.

2. A shall be appointed as directors and auditors of the undisclosed asset management, a person nominated by B at a regular general meeting of shareholders held on May 25, 2010 after the receipt of five billion won under the preceding paragraph.

3. Upon receiving the down payment under Section 1 of this Article from Section B, the Company A shall, at the same time, have the shareholder Nonparty 1 delegate his voting rights to the entire shares owned (1020,000 shares) to Section B, and shall grant to Section B the right to manage and control the undisclosed asset management passbook in which the cash and cash assets of the undisclosed asset management are deposited and the corporate seal.

4. A, upon receipt of the down payment under Section 1 of this Article, immediately after the receipt of the down payment under Section 1 of this Article, A and A shall appoint one person designated by Section 2 as the officer in charge of finance of the undisclosed asset management, and shall have him administer the finance, funds, etc. of the undisclosed asset management.

5. A shall have the voting rights of at least 1.1 million (1 million) of the shares of this case except the shares listed in paragraph (1) from among the shares of this case by the day preceding the date of the above general shareholders meeting and shall also submit a power of attorney accompanied by a copy of the share certificates.

6. Upon receiving any balance from B on May 24, 201, the Defendant shall deliver to B the actual share certificates of the remaining shares and documents necessary for transferring the ownership of the shares, excluding the shares specified in paragraph (1), of the shares in this case.

(b) agreements on investment and loans made on May 3, 2010;

The defendant, the Soft Forum, and the non-party 5 entered into a loan agreement with the following terms on May 3, 2010 (hereinafter collectively referred to as the "basic contract of this case"), including the stock and management right transfer agreement as stated in the preceding paragraph and the investment and loan agreement as of May 3, 2010.

The Defendant (hereinafter referred to as “A”) and a third party designated by the small-line forum and the small-line forum (hereinafter referred to as “B”) and the shareholder Nonparty 5 of the Party A intend to invest in and lend funds to “B” under the following conditions:

Article 1 (Issuance of Shares A)

As of the date of conclusion of this contract, the total issued shares of Gap are 20,000 registered common shares with a face value of 5,000 per share.

Article 2 (Acceptance of New Stocks)

On May 4, 2010, “A” acquires new shares (ordinary shares, par value 5,00 won) issued by A by a third party allocation method, and acquires the total amount equivalent to 5% of the total number of issued and outstanding shares after issuing new shares for capital increase by Party A in total at KRW 3.5 billion. Even if the issuance of new shares by Party A is delayed, “B” shall deposit the said amount with Party A as subscription deposit money until May 4, 2010.

Article 3 (Acceptance of Convertible Bonds)

On May 24, 2010, Eul means acquiring convertible bonds of a total amount of 3.5 billion won issued by Gap through a third party allocation method. The repayment period of convertible bonds is 2% per annum, and the conversion price is 100,000 won per annum, and the conversion price is 100,000 won per annum, and the conversion period is limited to May 24, 201. Even if the issuance of convertible bonds is delayed, Eul shall deposit the above amount with Gap as subscription deposit money until May 24, 2010.

Article 4 (Cases of Loaning)

1. On May 24, 2010, Eul decided to lend 15 billion won to A at an annual interest rate of 12%, and Eul shall pay interest on the loan to B as at the end of each month. Of the above loans, 10 billion won shall be repaid until November 24, 2010, and the remainder of 5 billion won shall be repaid until May 24, 201.

Article 7 (Penalty)

B The payment of 5 billion won as penalty shall be made to A in the event of failure to comply with either of the obligation to underwrite new shares under Article 2, the obligation to underwrite convertible bonds under Article 3, or the obligation to lend money under Article 4.

C. Nonparty 2’s transfer of 500,000 shares of undisclosed asset management

After the conclusion of the instant basic contract, Nonparty 2 received KRW 5 billion from the Plaintiff, an affiliated company, fora and for a forum, and issued to them a share certificate of KRW 1 million and completed a transfer of ownership on the register of shareholders.

D. The plaintiff's deposit of KRW 3.5 billion

On May 24, 2010 by requesting the Plaintiff to deposit KRW 3.5 billion in the account held in the name of the Defendant, the so-called So-called Spo Forum fulfilled part of the investment obligation of KRW 7 billion (each of KRW 3.5 billion's convertible bonds and new shares acquisition obligation), but did not perform the remaining 3.5 billion investment obligation and the loan obligation of KRW 15 billion.

E. Defendant’s impossibility of issuing convertible bonds

At the time of the Plaintiff’s deposit of the above KRW 3.5 billion to the Defendant, the amount exceeding four times the amount of net asset value of the Defendant, and thus, the Defendant was not able to issue convertible bonds equivalent to KRW 3.5 billion even if the amount is paid on deposit.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 3, 7, 11 (including each number), the purport of the whole pleadings

2. The assertion;

A. The plaintiff

1) The Plaintiff entered into a subscription contract with the Defendant separate from the instant basic contract, and deposited KRW 3.5 billion with the Defendant as the subscription price for convertible bonds, but as such, it was impossible to perform the Defendant’s duty to issue convertible bonds, the Plaintiff sought the cancellation of the above subscription contract and its restoration (it cannot be asserted that, even if the soft Forum failed to perform its duty under the instant basic contract, even if it is separate from the instant basic contract that the soft Forum entered into with the Defendant, it cannot be argued that there was no cause attributable to the Defendant).

2) Even if the Plaintiff considers KRW 3.5 billion deposited as not the acquisition price of convertible bonds but the acquisition price of new shares, the Defendant delays the performance of the obligation to issue new shares, and thus, the Plaintiff cancels the subscription contract for new shares due to delay of performance and seeks restitution thereof.

3) If the Plaintiff and the Defendant did not enter into a convertible bond subscription contract or new stock subscription contract, the Defendant unjust enrichment of KRW 3.5 billion deposited by the Plaintiff, and thus, the Plaintiff sought the return thereof.

B. Defendant

1) The amount of KRW 3.5 billion deposited by the Plaintiff to the Defendant is the acquisition price of new shares, and the subscription contract for convertible bonds (the Defendant’s assertion is part of the basic contract in this case) for which the Plaintiff seeks to cancel is the purchase price of new shares, and is not a separate contract from the above basic contract, and thus, the Plaintiff, not

In addition, the delay of the defendant's issuance of new shares is caused by the plaintiff's non-issuance of a share price payment certificate and the failure of the party's investment and loan obligations under the basic contract of this case, so there is no cause attributable to the defendant.

Therefore, the Plaintiff cannot seek cancellation of the above new shares subscription contract and restitution of its original status.

2) Even if the Defendant’s obligation to reinstate following the cancellation of a new shares acquisition contract, the said obligation is concurrently performed with the Plaintiff’s obligation to return the management right of the undisclosed asset management, Nonparty 2’s obligation to return shares and to pay penalty.

3) The Plaintiff deposited KRW 3.5 billion to the Defendant in order to perform its duty under the instant basic contract. Thus, the Defendant did not make unjust enrichment of KRW 3.5 billion.

3. Determination

A. Judgment on the assertion of restitution due to the cancellation of the contract

1) Whether there exists an underwriting contract for convertible bonds or new shares separate from the instant basic contract

In light of the following circumstances, the Plaintiff and the Defendant did not have any evidence to acknowledge that the acquisition contract of convertible bonds or new shares was concluded, separate from the instant basic contract. Rather, the Plaintiff, as an affiliated company of the soft Forum, deposited KRW 3.5 billion to the Defendant in order to perform a part of the investment obligations under the instant basic contract of the soft Forum upon the request of the soft Forum, and ② The obligation to underwrite convertible bonds, the obligation to underwrite new shares, and the obligation to borrow new shares, under the instant basic contract of the soft Forum, are not only the consideration for the acquisition of the dives asset management and the right to manage the dives assets, but also if the dives do not perform any of the above obligations, they are subject to penalty, and each of the above obligations should be regarded as being indivisible, even if the Defendant agreed to deposit KRW 3.5 billion with the Plaintiff, the Plaintiff cannot be deemed to have concluded the acquisition contract or new shares separate from the said basic contract, and the contents of the said acquisition contract are merely a part of the instant acquisition contract or new shares.

2) Whether the Plaintiff’s termination of the instant basic contract

In general, the right of rescission of a contract has only the parties to the contract, unless otherwise stipulated in the contract. Since the contract for the acceptance of convertible bonds or the contract for the acceptance of new stocks for which the plaintiff seeks to cancel is part of the basic contract of this case, in order to return KRW 3.5 billion deposited to the defendant to its original state, the above basic contract itself must be rescinded, so in order for

In addition to the following circumstances, the facts of the above recognition and the purport of the entire argument are added, namely, ① the soft forum is only indicated as a contracting party, and the main contents of the above basic contract include not only the soft forum but also the acquisition of stocks and management rights of the soft Asset Management and the defendant. ② The so-called so-called the so-called "the so-called "third party designated by the so-called" is also indicated as a party to the above basic contract, but if such text is applied as is, the parties to the above basic contract may not be deemed to have been scheduled to enter into the above basic contract, but it may not be deemed to have been anticipated to enter into the above basic contract, ③ the plaintiff paid KRW 3.5 billion to the defendant in order to perform the obligations under the above basic contract of the so-called "the so-called So-called "the so-called 3.5 billion won upon the request of the so-called "after the conclusion of the above basic contract" and the plaintiff cannot be deemed to have concluded convertible bonds or new stocks separate from the basic contract between the plaintiff and the defendant.

3) Sub-determination

Therefore, the Plaintiff cannot rescind the part of the subscription contract of convertible bonds or the part of the subscription contract of new shares pursuant to the basic contract of this case corresponding to the amount of KRW 3.5 billion deposited to the Defendant. Thus, the Plaintiff’s assertion of restitution of the above KRW 3.5 billion based on the cancellation of contract is

B. Determination on the assertion of restitution of unjust enrichment

As seen above, the plaintiff deposited KRW 3.5 billion to the defendant in order to perform part of the investment obligations under the basic contract of this case of the soft forum upon the request of the soft Forum. Thus, the defendant cannot be viewed as unjust enrichment.

Therefore, the plaintiff's above assertion is without merit.

4. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit. It is so decided as per Disposition.

Judges Choi Jong-ho (Presiding Judge)