beta
(영문) 서울고등법원 2019.09.10 2018나2052946

포괄양수도계약 해제통지

Text

1. Plaintiff K’s primary claim that was reduced in this Court and the remainder other than Plaintiff A and G that was changed in this Court.

Reasons

1. Basic facts

A. The Plaintiffs entered into a comprehensive acquisition agreement with the Defendant for each of the pertinent items indicated in the “stock and bonds subject to transfer” column of the attached Table 2 as of the corresponding date, respectively, with respect to each of the pertinent items indicated in the “transfer price” column of the same Table (hereinafter “each of the instant comprehensive acquisition agreement”). The main content of each of the instant comprehensive acquisition agreement is as follows.

In order to determine matters concerning the degree of acquisition of stocks and bonds by Q, etc. (hereinafter referred to as "subject company") owned by the relevant Plaintiff (hereinafter referred to as "transferor"), the Defendant (hereinafter referred to as "transferee") entered into a comprehensive acquisition agreement as follows (hereinafter referred to as "this agreement"):

Article 2 (Subjects of Transfer)

1. The transferor shall transfer to the transferee the transferred shares and claims owned by the transferor in accordance with the terms and conditions of this contract;

2. Transferred stocks and transferred bonds: To be stated in the "stocks and bonds subject to transfer" in the attached Table 2, the same shall apply to each relevant object;

Article 3 (Transfer Price)

1. The transferee shall pay the transferor the respective amount stated in the “transfer price” column in the attached Table 2 as the price for the transfer of the above shares and bonds.

2. The above price is the total price of this case’s comprehensive transfer (However, a comprehensive transfer agreement entered into between PlaintiffO and the Defendant is April 30, 2016; and a comprehensive transfer agreement entered into between Plaintiff N and U with respect to the claim against U stocks and U by April 30, 2018) shall be paid by April 30, 2017.

Article 5 (Conditions of Transfer)

1. The transferor shall, at the time of the conclusion of this contract, enter into a transfer to the transferee, and shall complete all legal and tax procedures necessary for the transfer of claims, such as notification of the transfer of claims, securities transaction tax and report of the transfer tax, etc. to the target company;

3. The transferee shall pay the transferor interest at an annual interest rate of 5% per annum of the total transfer proceeds until the payment date of the transfer proceeds.

(1) The payment of interest shall be 5% per annum.