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(영문) 청주지방법원 2015.12.03 2015가합20909

약정금

Text

1. The plaintiffs' claims against the defendants are all dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. On April 2, 2014, the agreement was made between Plaintiff B (hereinafter “Plaintiff B”), Defendant C (hereinafter “Defendant C”) and Defendant D (hereinafter “Defendant D”), which was the representative director of the said stock company, to acquire the management right of Defendant C through the M&A of the third party’s acquisition of new shares (the acquisition method of new shares issued by Defendant C) by Defendant D’s third party (hereinafter “instant existing agreement”). The main contents are as follows.

Article 1 (Capital Adjustment and Investment Amount)

2. Defendant D shall invest 22,500 per share price per share after the termination of the preceding paragraph, and 400,000 (total amount invested nine billion won) in Defendant C.

Article 2 (Delegation of Management Rights)

1. Defendant D is entrusted with all the management activities of Defendant C except for the acts to be performed by the legal representative director from Plaintiff A to the third party’s allocation of capital increase with new stocks.

Article 3 (Repayment of Drawee Money)

1. Defendant D shall pay 200 million won out of the amount of KRW 1,206,600,000 against the Plaintiffs of Defendant C after this Agreement, and shall pay the amount of KRW 500 million after the completion of the investment under Article 1(2) and the balance within six months after the appointment of the representative director designated by Defendant D.

However, the payment may be refused if the materials or statements submitted by Defendant C and Plaintiff A in the course of M&A inspection are found to be false due to intention or gross negligence.

Article 4 (Resignation and Appointment of Registered Officers)

1. After the completion of the investment under paragraph 2 of Article 1, all registration officers of Defendant C shall immediately resign and take measures to ensure that new officers designated in Defendant D may be appointed at the same time as the resignation;

2. Defendant D shall provide the Plaintiff A with annual salary of KRW 120 million and vehicles for three years after the completion of the investment under Article 1(2).

Provided, That the role of the plaintiff A shall be agreed separately later, and the provision shall be suspended in the event of hostile activities or non- cooperation.

§ 7. Stock options.