사원권확인및명의개서절차이행등청구의소
1. The defendant shall implement the transfer procedure on the register of members with respect to the portion entered in the attached list to the plaintiff.
2...
(b) the facts of the basis;
A. On November 2013, the Defendant obtained approval of the housing construction plan of the “E apartment construction project” on the land outside Jin-gu, Seoul Special Metropolitan City, and four parcels, and the Defendant contracted the construction of apartment, etc. (hereinafter “new construction project”) based on the above E apartment construction project to the limited company F (hereinafter “F”) in which the Intervenor joining the Defendant is the representative director.
B. On October 17, 2014, with respect to the instant new construction project, a bill of KRW 330 million issued by F was first defaulted, and the Defendant borrowed KRW 275 million from the Plaintiff on October 20, 2014. On the same day, the Plaintiff and the Intervenor entered into a contract for transfer and takeover of the legal entity with the content that the shares in the attached list owned by the Intervenor and the Intervenor were transferred to the Plaintiff on the same day.
The main contents of the above corporate transfer and takeover contract (hereinafter “instant contract”) are as follows.
Corporate transfer and takeover contract* transferor (A):
1. Limited liability company B;
2. C* transferee (B): Article A1 (Terms and Conditions of Transfer by Juristic Person)(A) is transferred to “B” under the responsibility of “B”, subject to the condition that construction work is performed among D and four parcels of apartment buildings in Jeonjin-gu, Jeonjin-gu, Seoul.
Provided, That "A" representative director C shall pay the final and conclusive amount of settlement put into the construction site at the construction site in consultation with the limited company B which is the implementing company.
Article 2 (Transfer Part of Corporation)
1. The total shares of 150,000 shares shall be transferred to a transferee or a person designated by the transferee;
Provided, That 40,00 shares owned by C, the representative director of the above total number of shares, shall be transferred to B immediately after this contract and shall be resigned from the representative director.
As regards the remaining 50,000 shares of G, “B” after this transfer agreement shall pay l,00,000 won (Won 70,000,000) to G (Provided, That with respect to the 100,000 shares of profit to G, the payment shall be made under mutual agreement) at the same time with “B” or “B”, and H ownership.