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(영문) 창원지방법원진주지원 2015.11.18 2014가합10635

매매대금반환

Text

1. Defendant D and E are jointly and severally liable to the Plaintiff Company B for KRW 170,500,000 and the Defendant D with respect thereto.

Reasons

1. Basic facts

A. Plaintiff A (hereinafter “Plaintiff A”), Plaintiff B (hereinafter “Plaintiff B”), Defendant C (hereinafter “Defendant C”), Defendant E Co., Ltd. (hereinafter “Defendant E”), Defendant E Co., Ltd. (hereinafter “Defendant E”), F Co., Ltd. (hereinafter “F”), and G (hereinafter “G”) are corporations engaging in electrical construction business, etc., and Defendant D is a representative director of F and a director of G.

B. On May 10, 2013, Defendant C entered into a contract with F to transfer the assets and rights and obligations of Defendant C’s electrical construction business by a merger (hereinafter “instant transfer contract”). The main contents of the instant transfer contract are as follows.

Article 2:The transfer and acquisition price shall be KRW 180,000,000, but the down payment of KRW 18,000,000 shall be paid at the same time as the contract is concluded, and the intermediate payment of KRW 72,00,000 shall be paid at the time of completion of the merger after division and merger.

Article 3:F succeeds to and acquires the status and all rights of Defendant C’s electrical construction business under Article 7(1) of the Electrical Construction Business Act.

In addition, Defendant C’s past electrical construction and sales performance by May 2013 are transferred to F.

C. On May 15, 2013, G entered into a contract on behalf of Defendant C with the Plaintiff for the transfer of the assets and rights and obligations regarding the electrical construction business of Defendant C in the manner of combining them by combining them (hereinafter “instant transfer contract”). G and Defendant D jointly and severally guaranteed the obligations under the instant transfer contract against the Plaintiff A, and the main contents of the instant transfer contract are as follows.

Article 2:Details and Scope of Transfer

1. The part of the electrical construction business among the business territory of Defendant C is transferred to Plaintiff A.

2. The full amount of the investment securities (total of 200 shares, and the balance) of the Electric Financial Cooperative invested by Defendant C shall be transferred to Plaintiff A;

3. Construction and work including electrical construction executed by Defendant C.