채무부존재확인
1. The Plaintiff’s share transfer price of KRW 160,00,000 according to the share transfer and takeover contract as of November 30, 2017 to the Defendant.
Comprehensively taking account of the respective descriptions and arguments in Gap 1, 2, and 3, the Plaintiff entered into a share transfer contract with the defendant on November 30, 2017 to acquire 32,000 shares issued by the Plaintiff, which the Defendant owns, at KRW 160,000,00 (hereinafter “instant share transfer contract”).
Article 341 of the Commercial Code provides for the acquisition of a company's own shares. Article 341 of the Commercial Code provides that a company may acquire its own shares in accordance with the method of acquisition by an exchange in the case of shares having market values in the exchange and in accordance with the method prescribed by Presidential Decree, and Article 341 of the Commercial Code provides that when it intends to acquire its own shares, it shall make a resolution
(However, in this case, the Plaintiff did not acquire its own shares by the method under Article 341(1) of the Commercial Act, and did not make a resolution of the general meeting of shareholders under Article 341(2) prior to the conclusion of the instant share transfer contract, and the Plaintiff’s acquisition of its own shares by a resolution of the board of directors is deemed null and void.
Therefore, since the share transfer contract of this case is also null and void as a contract for the illegal acquisition of treasury stocks, there is no obligation for the share transfer price under the above share transfer contract against the defendant, and the defendant is dissatisfied with the validity of the above contract and thus there is a benefit of confirmation.
If so, the plaintiff's claim shall be accepted for the reasons and it is so decided as per Disposition.