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(영문) 수원고등법원 2019.11.14 2019나10503

청구이의

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1.The judgment of the first instance shall be modified as follows:

A notary public of the Defendants against the Plaintiff on March 2016, 2016.

Reasons

1. Basic facts

A. F Co., Ltd. (the former trade name was changed to “Co. G” on April 1, 2016, and “Co., Ltd. H” on April 3, 2018; hereinafter “G”) completed patent registration (patent number: L) with respect to a product for the enhancement of memory, including a well-known extraction, which is a dementia therapy on the J date, (hereinafter “K”).

B. On March 11, 2016, the Plaintiff (former Co., Ltd.) entered into a contract for acquisition of stocks and management rights (hereinafter “instant transfer contract”) with Defendant B, in-house directors, and Defendant C to acquire KRW 289,123 shares and management rights for KRW 1.500 million (hereinafter “instant transfer contract”). Of the instant transfer contract, the Plaintiff entered into this contract with the representative director B, Defendant C and the Plaintiff to determine matters concerning the degree of acquisition of shares and management rights among the instant transfer contract.

Article 2 (Transfer of Stocks and Management Right) The transferor shall transfer the stocks and management right of G owned by the transferor to the transferee in accordance with the terms and conditions of this Agreement, and the transferee shall take over them.

1. Transferor: Defendant B (share 121,745 shares and transfer of managerial right) and Defendant C (share 167,378 shares and transfer of managerial right);

2. Transferee: The plaintiff (the price for stock and acquisition by transfer of management rights, time schedule and conditions) Article 4.

1. The price for acquisition of stocks and management rights shall be 1,500,000 won;

2.After the conclusion of this Agreement, the transferee shall pay the transferor, in the following schedule:

- Contract deposit: 150,000,000 won and at the same time as this contract is made to law firms D, and if a proposal for reduction of capital and appointment of directors and auditors recommended by the transferee is resolved at a regular general meeting of shareholders, it shall be paid to the transferor immediately.

- Payment of any balance: If the assignee’s company fails to list by December 31, 2016, the assignee shall pay in cash the balance of KRW 500,000,000 until December 31, 2016.