부당이득금
1. The plaintiff's appeal and the conjunctive claim added in the trial are all dismissed.
2. After an appeal is filed.
1. Facts of recognition;
A. The Plaintiff is a corporation that runs oil products, lubric oil wholesale and retail business, etc., and the Defendant was engaged in the lubric oil sales business in the name of “D” in the Cheongju-gu Kung-gu, Chungcheongnam-gu, and both the Plaintiff and the Defendant supplied and sold lub oil from E Co., Ltd. (hereinafter “E”).
B. Since 2009, E demanded the selection of a large scale and strategic agency through agency consolidation. The Plaintiff and the Defendant agreed that the Plaintiff’s branch and the representative (manager) of the branch are the Defendant after separately separating the lubrication business portion on July 14, 2009.
C. On December 10, 2009, the Plaintiff established the Plaintiff F in Heung-gu, Chungcheongnam-gu, Seoul. The Defendant was appointed as the manager of Plaintiff F and completed the registration.
On July 18, 2011, the Plaintiff drafted a memorandum of understanding that the Defendant and the lubric oil business shall operate the joint business through the merger within a prompt and rapid period of time while maintaining strategic partnership for mutual successful business cooperation.
E. On August 13, 2011, the Plaintiff and the Defendant entered into the first merger contract for the joint operation of the business part of the lubrication, and accordingly, concluded a merger contract with the Plaintiff on November 8, 201 and November 29, 201 in order to determine the details of the method of asset transfer, equity ratio, etc. of G Co., Ltd. (H changed its trade name to G Co., Ltd. on October 17, 201; hereinafter “G”), with the aim of determining the details of the method of asset transfer, equity ratio, etc. of the G Co., Ltd. (hereinafter “G”), “The Plaintiff shall transfer its assets and lubrication part, the Defendant shall transfer its assets to G, and the assets of D and IS Co., Ltd. shall be transferred to G by the method of business transfer, and the share structure of G shall be 53.69%, 46%, and 31% of the Defendant shall be 31% of each merger contract.”
hereinafter referred to as the above merger contract.