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(영문) 대전지방법원천안지원 2020.11.13 2019가합103334

회사에 관한 소송

Text

The instant lawsuit is dismissed.

Litigation costs shall be borne by the plaintiff.

Reasons

1. Basic facts

A. As of May 28, 2019, the Defendant held 100,000 shares issued by the Defendant as of May 28, 2019, among which the Plaintiff owned 20,00 shares, G 30,00 shares, Defendant representative director H 20,00 shares, I’s 15,00 shares, J 10,00 shares, and K 5,00 shares, respectively.

(B) On July 4, 2019, the status of shares held by the Defendant was maintained without any change before the issuance of new shares.

On May 28, 2019, the Defendant passed a resolution on the issuance of new shares to 300,000 common shares (10,000 won for issuance price) at the board of directors, and notified shareholders of the issuance of new shares on June 14, 2019.

C. The Plaintiff and H made a new subscription against each of 60,000 shares, and the Plaintiff deposited KRW 600,000,000 as the Defendant’s share capital payment account on July 3, 2019.

H on July 1, 2019, submitted a set-off application to the Defendant stating that “The Defendant shall set off KRW 600,000,000,000, out of 1,868,000,000,000, out of the claim for provisional payment against the Defendant, shall be offset by KRW 600,000,00 for the new shares payment obligation with its automatic claim,” and the Defendant consented thereto on the same day.

On July 29, 2019, the Defendant attended 215,000 shares (Plaintiff 80,000 shares, H 80,000 shares, G 30,000 shares, I15,00 shares, I15,00 shares, J 10,00 shares, and J 10,00 shares) and made a resolution to appoint C as internal directors, D, E as outside directors, and F as auditors (hereinafter the instant resolution) with the consent of 135,00 shares.

[Reasons for Recognition] Facts without dispute, Gap evidence 1, 2, 3, Gap evidence 5-2, 3, Eul evidence 6, the purport of the whole pleadings

2. On July 13, 2017, H’s summary of the Plaintiff’s assertion against the Defendant, the claim for the provisional payment against the Defendant was extinguished upon the payment of 25,000 shares issued by the Defendant L, who was the former representative director.

H has acquired 60,000 new shares by offsetting the claim against the extinguished defendant against the defendant's obligation to pay new shares, which is the same as the payment of new shares.

Therefore, H owns 80,000 shares.