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(영문) 서울서부지방법원 2018.09.07 2017나38949

주식매매계약효력확인청구

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1. The plaintiff's claim that was changed in exchange in the trial is dismissed.

2. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

1. This part of the judgment of this court is accepted by the main sentence of Article 420 of the Civil Procedure Act, since the reasoning of this decision is the same as that of the judgment of the court of first instance.

2. Determination as to the cause of the instant claim

A. The Plaintiff asserted that the Plaintiff entered into a share transfer/acquisition agreement with D representing the Defendant on behalf of the Defendant and took over the instant shares in the name of the Defendant. Even if D did not have the authority to dispose of the instant shares, D was delegated at least by the Defendant’s general meeting of shareholders of the instant company to exercise voting rights based on the instant shares, and as the Plaintiff had justifiable grounds to believe that D had the authority to dispose of the instant shares on behalf of the Defendant on behalf of the Defendant, as such, the share transfer/acquisition agreement entered into between the Plaintiff and D is valid under Article 126 of the Civil Act.

In addition, as long as the Plaintiff completed the transfer of shares in this case pursuant to the valid share transfer/acquisition contract as seen above, the Plaintiff acquired the shares in this case effectively, and as the Defendant is disputing the validity of the share transfer/acquisition contract, the Plaintiff seeks confirmation as a shareholder of the shares in this case for the purpose of resolving the legal instability of the Plaintiff.

B. Determination 1) First, the fact that the judgment became final and conclusive that the Plaintiff’s transfer and acquisition contract (Evidence 3-1 of the evidence No. 3-1) on the content that the Plaintiff would acquire the shares of this case from the Defendant was not genuinely constituted is identical to the above share transfer and acquisition contract, and the fact that D’s stamp image on the Defendant’s name was affixed and affixed with the Defendant’s seal is inconsistent with the above share transfer and acquisition contract (Evidence 3-4 of the evidence No. 3, the fact that D’s stamp image on the Defendant’s name was affixed and affixed to it does not conflict between the parties