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(영문) 광주고등법원 2021.01.20 2020나22512

양도대금 등

Text

The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

The purport of the claim and the purport of the appeal are the judgment of the first instance.

Reasons

1. Basic facts

A. The plaintiff is a person who was a shareholder of 100% of the interest of the former representative director of the non-party company established for the purpose of the swimming pool business (hereinafter "non-party company") and transferred the shares and business rights of the non-party company, and the defendant is the transferee.

The non-party company owned E heading, F heading, G heading, H heading, I, J heading, K heading, L, L heading, M heading, and N (hereinafter collectively referred to as “each of the instant real estates”) among the D buildings in Gwangju Mine-gu.

(b) The Plaintiff, transferee, Defendant, and subject matter of sale by the transferor, the transferee, and the seller, who entered into a contract for transfer and acquisition between the Plaintiff and the Defendant;

1. Total number of shares of the non-party company and corporate body

2. Article 1 [Trade Amount and Possession of Stocks] Section 1 of the General Terms and Conditions of Agreement on Business Rights and Assets owned by the Non-Party Company shall be KRW 1.5 billion on the basis of the par value of shares.

10% of the shares of a corporation, which is subject to sale in paragraph 2, are owned by the Plaintiff’s individual.

Article 2 [Performance of Contracts] Section 1 The assignee shall pay 500 million won on the date of the contract to the transferor, and the transferor shall transfer 40% of the shares of the selling corporation to the transferee.

The transferee of Paragraph 2 shall pay 500 million won to the transferor on October 31, 2018, and the transferor shall transfer 40% of the shares of the selling corporation to a person designated by the transferee.

When the transfer of shares under Paragraph 3(2) is made, the transferor shall transfer to the transferee the management rights of the selling corporation, i.e., all the management rights of the non-party company, and cooperate so that the representative director, the registration director, and the auditor may be replaced.

- Paragraph 4. April 5, 2019. The transferee will pay the transferor the balance of KRW 500 million.

Provided, That on or before October 31, 2018, rental deposits, taxes, debts due to the issuance of membership cards, transaction data borne by a corporation, and other civil and criminal liabilities shall be paid after deducting the rental deposits, taxes, debts due to the issuance of membership cards, and other civil and criminal liabilities.

- Paragraphs 8 and 31 October 2018, transferor shall be the transferor.