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(영문) 서울중앙지방법원 2020.11.26 2019가합593304

매매대금반환

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The defendant shall pay to the plaintiff KRW 5,300,000,000 as well as 7% per annum from January 8, 2019 to June 11, 2020, and thereafter.

Reasons

Basic Facts

The “C” (hereinafter referred to as the “C”) is a venture business investment association under the Specialized Credit Financial Business Act, and was the largest shareholder of D Co., Ltd. (hereinafter referred to as “D”) as of December 31, 2018.

The Defendant is a limited partner who has invested 10,141 shares (65.04%) in the instant partnership.

Article 3 (Conditions of Sale) (1) The plaintiff and the defendant shall implement the contract under the following conditions:

1. Object of transaction: within the association of this case and the investment certificate owned by the defendant (5,300 units);

2. Trading amount: 5.3 billion won;

3. Date of payment and delivery of a certificate of investment: (2) Where an agreement under any of the subparagraphs of paragraph (1) above is not complied with by the agreed deadline, each party may terminate this agreement by written notification to the other party and claim damages therefrom from the other party.

Article 5 (Special Provisions Concerning Return of Purchase Price of Investment Certificates) In the event that the parties to the instant association (GP, LP) do not obtain written consent from the Plaintiff for acquiring D management rights from the parties to the instant association (GP, LP), or where a temporary general meeting of shareholders to secure management rights does not secure the Plaintiff’s management rights and appoint directors, the Defendant shall immediately pay to the Plaintiff the total amount of the purchase price (5.3 billion won) paid by the Plaintiff to the Defendant and the interest calculated on the basis of 7% per annum paid by the Plaintiff to the Defendant

On January 8, 2019, the Plaintiff agreed to purchase an investment certificate of KRW 5,300,00 (hereinafter “instant investment certificate”) out of the equity shares held by the Defendant and the Defendant in the instant association, for KRW 5.3 billion.

(hereinafter “instant agreement”). The main contents of the instant agreement are as follows.

On January 8, 2019, the Plaintiff deposited KRW 5.3 billion in one bank account (E) under the Defendant’s name, and the Defendant issued the instant investment certificate to the Plaintiff on the same day.

The defendant, around January 21, 2019, transfers 5,300 shares to the plaintiff out of the equity shares.