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(영문) 서울고등법원 2017.06.29 2016나2064211

손해배상(기) 등

Text

1. Of the judgment of the court of first instance, the part against the Plaintiff, which orders the following payment to the Defendant.

Reasons

1. Basic facts

A. The Plaintiff is a non-profit special corporation established pursuant to the Korea Technology Credit Guarantee Fund Act, and the Defendant A (hereinafter “Defendant A”) is a company with the purpose of manufacturing, refining, charging, and selling semiconductors industrial gas, and the co-defendant B of the first instance trial (hereinafter “B”) was the representative director of the Defendant Company.

B. On June 28, 2011, the Plaintiff entered into a preferential share acquisition contract with Defendant Company and B (hereinafter “instant contract”) and paid KRW 1,500,000,000 on the same day.

The contract of this case is as follows.

Article 2 (Interested Parties) (1) The term "interested parties" means the following persons, among the large shareholders of the defendant company or natural or legal persons recognized by the plaintiff as practically controlling the management of the defendant company:

(2) The interested parties in Section B(1) shall approve the provisions of this Agreement and bear the same obligations as the Defendant Company assumes with respect to the liability for damages due to the failure to perform the contract and the neglect to perform the obligations of the Defendant Company, and the interested parties shall bear the obligations under this Agreement on the account of interested parties, regardless of whether the obligations the Defendant Company owes are legally void or not

Article 3 (Issuance and Acceptance of Stocks) The Defendant Company shall issue new stocks in accordance with this Agreement as follows, and the Plaintiff shall underwrite the shares allotted by the Defendant Company:

1. Total number of shares to be issued: 2,000,000 shares;

2. Details on the issued stocks; and

(a) Class of stocks: Registered common stocks; and

(b) Quantity of stocks: Registered common stocks 207,143 stocks; and

3. Par value of one share: 5,000 won; and

4. Details on new stocks to be issued previously; and

(a) Kind of stocks: Registered preferential stocks for redemption; and

(b) Quantity of stocks: 15,000 stocks; and

5. Details of shares to be assumed by the Plaintiff

(a) Kind and quantity of stocks: Reference stocks for redemption in registered form; and

(b) Quantity of shares: 15,000 shares;