[보수금][공1997.1.1.(25),12]
The case holding that the transfer of business constitutes a type of contract by transfer of control stocks
The case holding that in case where the representative director of a company requested a third party to sell the company, but the sales contract actually concluded is made with respect to the controlling shares of the company, the seller of the party to the sale is a natural person who is not the company, and even if the contract was made with the third party clearly stating that he is the representative director of the company in the process, it is reasonable to view that the subject of the contract for the sale
Article 105 of the Civil Act, Article 374 of the Commercial Act
[Plaintiff-Appellant] Plaintiff 1 and 1 other (Law Firm Gyeong, Attorneys Han-soo et al., Counsel for plaintiff-appellant)
Dongyang Management Consulting Co., Ltd. (Attorney Seo-cheon, Counsel for the defendant-appellant)
Defendant
Seoul High Court Decision 95Na38136 delivered on June 14, 1996
The appeal is dismissed. The costs of appeal are assessed against the plaintiff.
We examine the grounds of appeal.
1. According to the reasoning of the judgment below, as to the plaintiff's assertion that the defendant, the representative director of the non-party 1 and the non-party 1 and the non-party 2 signed a sales request agreement with the non-party 1 (the non-party 1 and the non-party 2's personal seal impression) as the non-party 1 and the non-party 1 and the non-party 2's testimony cannot be acknowledged, and there is no other evidence to recognize otherwise, upon the request of the above non-party 1 as the representative director of the non-party company to sell the non-party 1, the above non-party 1 and the non-party 2's representative director of the non-party 1 and the non-party 3's representative director of the non-party 1 and the non-party 4's representative director of the non-party 1 and the non-party 1's representative director of the non-party 1 were not the non-party company's right to purchase and sell the non-party company's assets.
However, according to the records, it can be acknowledged that the above sales contract between the defendant and the non-party company affiliated with the non-party company was concluded after confirming that the total amount of the non-party company's liabilities was KRW 12,341,00,000 as of May 1994, and after paying KRW 6,50,000 to the non-party company affiliated with the non-party company's total number of outstanding shares of the non-party company held by the defendant, the above sales contract was made with respect to the non-party company's dominant shares, and the non-party company was a natural person who is not the non-party company, and the non-party company becomes the principal agent of the transaction, and the non-party company's sales contract was written with Eul evidence No. 1 (the part on which the personal seal of the defendant is affixed) (the defendant's representative director of the non-party company, even if the defendant entered into a sales contract with the non-party company's non-party company's non-party company's non-party company's non-party company's non-party company's shares.
2. However, even if the defendant requested the sale of the non-party company to the non-party company as an individual qualification, the above non-party 1 and the defendant agreed that the expenses will be borne by each party, as seen earlier, if the expenses for consultation with the attorney-at-law or certified public accountant are required for the sale of the non-party company. Thus, even if the non-party 1 entered into the above delegation contract with the non-party company in the process of selling the non-party company, the above remuneration should be borne by the non-party 1, not by the defendant, but by the nature of the defendant's burden. In addition, the non-party 1 entered into the delegation contract with the plaintiff as an agent, not by the defendant or the non-party company's agent, but by the contract's own as a party to the contract, it is not acceptable to accept the plaintiff's assertion that the above non-party 1 entered into the contract of this case on behalf of the defendant. In light of the records, the judgment of the court below is all acceptable, and there is no violation of law of interpretation of law as to interpret the legal act.
Therefore, all arguments are without merit, and the above error of the court below does not affect the conclusion of the judgment.
3. Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.
Justices Ahn Yong-sik (Presiding Justice)