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(영문) 서울중앙지방법원 2016.09.08 2015가합512604

손해배상(기)

Text

1. The plaintiffs' claims against the defendants are all dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The Plaintiff Company B (hereinafter “Plaintiff Company”) was established on September 7, 2007 as a company aimed at the automobile maintenance business and completed liquidation on July 12, 2013. Defendant C was the representative director of each Plaintiff Company from January 31, 2008 to February 1, 2008, and from February 1, 2008 to liquidation. Defendant D, E, and F were minor shareholders of the Plaintiff Company, who worked for the Plaintiff Company.

B. On January 29, 2008, Plaintiff A and Defendant C entered into a share purchase agreement to purchase KRW 206,250,000 per share (i.e., KRW 37,500 per share) with the total purchase price of KRW 5,500 per share (= KRW 37,500 per share purchase price of KRW 5,500), and its main contents are as follows.

Defendant C and B: The total amount to be paid to “A” to acquire shares traded by Plaintiff A2 shall be KRW 206,250,000 per share ( KRW 5,500 per share, KRW 37,500 per common share).

Article III Conditions for Payment of Price

1. “B” shall divide the subscription price of the shares into the down payment and the balance, and shall pay the purchase price in cash to “A” under the following conditions:

The down payment shall be KRW 50,000,000, and the “B” shall be paid to “A” on the date of this contract.

B. The remainder of KRW 156,250,000 shall be paid to “B” on February 1, 2008

Article 5 Obligations of Parties

1. “A” and “B” are fully aware of all matters, such as bonds and obligations, through a provisional contract for stock trade exchanged with their names and seals affixed by both parties on January 23, 2008 and a due diligence conducted on January 29, 2008 by “B,” and thus, they need not raise any objection to the contents of the company and shares.

2. “A” means a financial loss to “B” due to the occurrence of a non-performing debt or other contingent debt other than that set forth by the Company to “B” on the basis of the causes prior to the payment of the balance of stock purchase.