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(영문) 서울고등법원 2017.05.31 2016나2076382

손해배상(기)

Text

1. The part of the judgment of the court of first instance against the plaintiff ordering additional payment is revoked.

The defendant is against the plaintiff.

Reasons

1. Basic facts

A. The pertinent Plaintiff is a company that engages in the wholesale business and retail business of automobile parts, and the Defendant served as the Plaintiff’s representative director from December 11, 1996 to September 6, 2013.

B. On August 6, 2013, the Defendant and C (the spouse of the Defendant; hereinafter collectively referred to as the “Defendant”) entered into a contract for stock purchase and sale of shares and management transfer (hereinafter referred to as the “instant contract”) and entered into a contract with D (hereinafter referred to as “D”) under which the Defendant would transfer or transfer the purchase price of the Plaintiff’s shares 18,000 shares issued on the Defendant side and the Plaintiff’s management right to KRW 2,232,00,000 (hereinafter referred to as “stock purchase and sale transfer contract”) and entered into a contract with D as follows.

The above contract is signed and sealed by the plaintiff in addition to the defendant side and D.

The defendant (the representative director of the plaintiff) and one stock transferee D enter into a contract for stock sale and management transfer as follows with respect to 18,000 shares issued by the plaintiff (hereinafter referred to as the "subject company") held by the defendant.

Article 1 [Purpose] The purpose of this Agreement is to provide for matters necessary for D to purchase the shares of the subject company from the defendant side and to take over the management rights of the subject company.

Article 2 (Statement and Guarantee of Defendant)

1. The defendant's side confirms that it has legal capacity and authority to conclude this contract and to perform its obligations under this contract.

2. The defendant's side confirms that there is no additional obligation other than the obligations specified in Article 3 below, and if there is any additional obligation, all of its repayment liabilities shall be borne by the defendant.

Article 4 [stocks subject to Sale] Stocks are issued by the subject company and owned by the Defendant as of the date of the conclusion of this Agreement, and the detailed contents, such as total purchase price, of stocks subject to sale based on the date of completion of the actual inspection, are as follows.

. issuing company;