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

A. On January 5, 2008, the Plaintiff transferred 1,200,000 non-listed stocks of BB Tobacco Co., Ltd. (hereinafter referred to as “SBS”) to CCC (hereinafter referred to as “CCC”) and paid 000 won in advance on May 31, 2008 on the following grounds: (a) the Plaintiff transferred 1,200,000,000 shares (hereinafter referred to as “the shares in this case”) to the purchase corporation (hereinafter referred to as “DD and EEE”), and paid 00 won in advance on May 31, 2008 in capital gains tax related to the transfer of the shares in this case; (b) the transfer of the shares in this case was made under the repurchase agreement, and there was a special agreement that can require repurchase corporations if the original purchase agreement was not fulfilled; and (c) the purchase agreement was cancelled on March 31, 2010 on the ground that all the purchase price was returned to the purchase corporation.

C. On May 31, 2010, the Defendant, along with the Plaintiff’s filing of the initial return of capital gains tax, did not have any special terms and conditions for repurchase, and the said contract and the stock sales contract submitted by the Plaintiff were different from each other at the time of filing of a request for correction (hereinafter “instant disposition”). On October 29, 2010, the Plaintiff filed a request for the examination of national tax with the National Tax Service on October 29, 201, upon raising an objection on July 29, 2010, but was dismissed on June 10, 201.

[Reasons for Recognition] The non-contentious facts, Gap evidence 1, 2, and 3, and the whole purport of the pleading

2. Whether the disposition is lawful;

(a) Whether a special agreement exists concerning redemption;

(1) recognised facts

(A) On January 5, 2008, the purchasing firm entered into the instant stock transfer contract with the Plaintiff, but on the following day, the Plaintiff from the accounting firm that was traded at the time of each corporation to the related party of the purchasing firm (the representative director KimF as his father and the joint largest shareholder of the purchasing firm, together with KimF). Therefore, in the event that the stock value falls below the stock value due to the management aggravation of the non-party company, the purchaser presented his opinion that there is a possibility of preference for the Plaintiff, and requested the Plaintiff to add the redemption special agreement to cover the loss of the stock price decline.

(B) In order for the Plaintiff to inevitably accept the request of the purchasing firm in order to ensure that the instant stock transfer contract is properly implemented, the Plaintiff and the purchasing firm added the terms of the special agreement for repurchase (hereinafter “instant special agreement for repurchase”) as set forth in the initial contract on January 7, 2008.

Article 2 (Price, etc. for Angrad Water Treatment)

1. 2. (Omission);

3 Provided, That in the event that the amount of OEM orders and sales of the non-party company, which is currently in progress within one year from the date of acquisition, falls short of at least 000 won, A (CCC, and a purchasing corporation) may request B (Plaintiff) to redeem the subject stock, and upon request from A, B shall, without any condition, accept them.

(C) On January 10, 2008, the Plaintiff received the entire amount of the instant stock transfer price from the purchasing corporation and transferred the instant stocks, and the purchasing corporation approved the instant stock transfer agreement by opening a board of directors on January 11, 2008, but did not separately state the terms of the instant special agreement for repurchase even though the number of the instant stocks was referred to in the corporate disclosure made on January 10, 2008 by the purchasing corporation, but did not specify the terms of the instant special agreement for repurchase. However, it was made that the purchaser was included in the minutes of the board of directors on January 11, 2008, the quarterly report (59 pages and evidence No. 8) on May 15, 2008, and the half-yearly report on August 14, 2008, the audit report in 2008, and the audit report in 2009.

(D) The non-party company was a new production company licensed for tobacco manufacturing business. The non-party company commenced a sacrifice procedure around November 2008 due to an excessive disbursement of business start-up costs and an additional financing failure due to the global financial crisis in the second half of 2008. The purchaser company demanded the Plaintiff to repurchase the shares based on the instant repurchase agreement on March 2009, on the ground that not less than 00 won of the OEM and sales with the non-party company's GGGG within one year after the acquisition of the shares of this case were not achieved. The Plaintiff paid 4.2 billion won for the initial transfer pride to the purchaser company on December 31, 2009 and re-takeover the shares of this case.

(E) On the other hand, upon filing a transfer income tax report on May 31, 2008, the Plaintiff submitted the first share transfer contract (Evidence 4) prior to the entry of the purchase special medicine of this case as a vice-principal, and upon filing a claim for correction on March 31, 2010, the Plaintiff submitted a revised share transfer contract (Evidence 5) after the correction. At the time, the Defendant demanded the Plaintiff to submit the original share transfer contract to the Plaintiff who is not recognized as identical to the contract, and the Plaintiff was under medical treatment with brain color, and submitted the first share transfer contract (Evidence 4) to the Defendant for the first share transfer special agreement (Evidence 4) to the Defendant on the ground that the Defendant cannot recognize the existence of the repurchase special agreement of this case.

[Ground of Recognition] The non-contentious facts, Gap evidence Nos. 4 through 11, Eul evidence Nos. 1 through 6, and the whole purport of the pleading

(2) Determination

According to the above facts, the plaintiff accepted the repurchase special agreement of this case, which can act against himself for the transfer of the stocks of this case, and the purchasing corporation exercised the repurchase right based on the repurchase special agreement of this case and returned to the plaintiff again the stocks of this case whose stock value has already been decreased, and this does not seem to have been possible in the absence of the repurchase special agreement of this case. The transfer of the stocks of this case was revised by the agreement between the parties on January 7, 2008, before the payment and real exchange was made on January 10, 2008, while the actual execution of the contract was made on January 7, 2008. The purchase special agreement of this case appears to have been finally completed in the form of "transfer of stocks with the special agreement of repurchase of this case" after the consultation between the parties, and it was objectively confirmed that the existence of the repurchase special agreement of this case had been completed in the form of "transfer of stocks with the special agreement of repurchase of this case."

B. Legal meaning of the instant repurchase agreement

On the other hand, the plaintiff asserts that the special agreement for repurchase of this case is the reservation of the right to cancel the repurchase, and that even if the special agreement for repurchase of this case exists, the transfer contract and repurchase transaction of this case should be separated from the original transfer because it constitutes the reservation of the right to repurchase, and that there is a difference between the parties about the interpretation of the contract, it should be reasonably interpreted in accordance with logical and empirical rules by comprehensively considering the contents of the terms, the motive and circumstances of the agreement, the objective to achieve the repurchase agreement, and the true intention of the parties (see, e.g., Supreme Court Decision 2007Da13640, Jul. 12, 2007). Since the above facts indicate that there is no real value of the stock transferred to the plaintiff, and that there is no actual value of the stock transferred to the plaintiff by the special agreement for repurchase of this case, and that there is no actual value of the stock transferred to the plaintiff, the real value of the stock transferred to the purchaser, and that there is no loss to be returned to the plaintiff.

C. Sub-committee

The Defendant’s imposition of capital gains tax on the transfer of the instant shares is unreasonable because it is clear that the instant repurchase agreement exists at the time of the instant stock transfer agreement, and that the purchasing corporation exercises the right to cancel the instant repurchase agreement by exercising the right to cancel the agreement based on the instant repurchase agreement, and there is no actual transfer of assets because the Plaintiff was not able to enjoy any economic benefits from the transfer of the instant shares. Therefore, the instant disposition rejecting the Plaintiff’s claim for correction of capital gains tax already paid is unlawful, and thus, should be revoked.

3. Conclusion

If so, the plaintiff's claim is justified.