2. The costs of appeal shall be borne by the Plaintiff.

This court's explanation on "the reasons for the disposition" is the same as the corresponding part of the judgment of the court of first instance, and therefore, it shall be accepted by Article 8 (2) of the Administrative Litigation Act and the main sentence of Article 420 of the Civil Procedure Act.

2. Whether the instant disposition is lawful

A. The plaintiff company's assertion

1) The instant sales contract was lawfully rescinded on January 6, 2010 by the Plaintiff’s declaration of intent to cancel the contract for the reason of the payment of the intermediate payment and the remainder of the payment of KimB, which constitutes a ground for issuing the revised tax invoice under Article 59 Subparag. 2 of the former Enforcement Decree of the Value-Added Tax Act. Therefore, the instant revised tax invoice was lawfully issued. Accordingly, the instant disposition based on the premise that the instant sales contract was not rescinded is unlawful.

2) In order to transfer the right to sell the instant commercial building or the status of the buyer, the consent or consent of the Plaintiff company and the trust company should be obtained in accordance with the instant sales contract. For this purpose, the transferor and the transferee obtain confirmation from the Plaintiff company and the trust company, which is the Plaintiff company, the sales company. Since KimB and the Plaintiff’s representative director failed to implement the above procedure due to their refusal to submit a certificate of the KimB’s certificate, they did not transfer the right to sell the instant commercial building or the status of the buyer. Accordingly, the sales contract of the instant commercial building was cancelled by the Plaintiff company’s notification of cancellation of the contract.

3) Since the Plaintiff Company’s cancellation of the instant sales contract, it concluded a sales contract with Doddd and paid the value-added tax accordingly, the instant disposition constitutes double taxation.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

(c) Fact of recognition;

1) Notice of cancellation of the instant sales contract

A) The KimB received a loan from the NACF, and paid OOO as part of the down payment of the sales price of the instant commercial building in accordance with the instant sales contract, as part of the down payment, the first intermediate payment, and the sum of OOO won, as part of the second intermediate payment, and paid OB as part of the down payment of the sales price of the instant commercial building in lieu of the Plaintiff’s representative director KimBB.

B) In order for KimB to not pay the third intermediate payment to the instant commercial building, the Plaintiff Company urged KimB to pay several times from May 28, 2008 to July 11, 2009, and in addition, from June 12, 2009 to December 31, 2009, KimB paid the loan principal to the National Agricultural Cooperative Federation of KimB and the total amount of the agreement on the loan principal and the agreement on the loan principal (=the principal of the loan + interest OOOCO + interest OOOO) on behalf of the OB. On January 7, 2010, the Plaintiff Company sent the content-certified mail notifying that the instant sales contract was cancelled.

2) Transfer of the right to sell the commercial building of this case

A) The Plaintiff’s representative director proposed to purchase the instant sales right to the second floor of the instant building, including the instant commercial building, in order to make it a large frequency. On February 3, 2009, the Plaintiff’s representative director and the instant commercial building were notified of the cancellation of the instant sales contract by the Plaintiff company, on February 3, 2009, to sell the sales right to the Plaintiff’s representative director and the Plaintiff’s representative director, and to have the Plaintiff’s representative director take over the obligation of the Plaintiff’s loans to the NAF’s Federation (hereinafter “instant sales contract”).

B) On September 30, 2011, the Plaintiff’s representative director was closed on September 30, 201, on the second floor of the instant building with the corporation “EF” as the principal agent, following the sales contract of the instant sales right.

C) The KimB paid the Plaintiff’s representative director the sales price in accordance with the sales contract of the instant sales right, but on February 13, 2009, issued a certificate of content that the instant sales contract was cancelled to the Plaintiff Company and the refund of the sales price paid to the Plaintiff Company.

D) In relation to this, KimB filed a lawsuit seeking the return of loan against the representative director of the Plaintiff as Seoul Central District Court 2009Gahap3643, and the representative director of the Plaintiff filed a counterclaim against the above court 2009 ConsolidatedOOO to seek the return of OB won paid as the purchase price of the instant sales right. The appellate court rendered a decision in lieu of conciliation (hereinafter referred to as the "decision") on September 29, 2010 in the Seoul Central District Court 2009Gahap3643, and on February 3, 2009, the Plaintiff representative director of the Plaintiff filed a counterclaim against KimB, which was paid as the purchase price of the instant sales right, on which the Plaintiff had the right to dispose of the Plaintiff's representative director, as the sales contract was entered into on February 3, 2009, and it did not include the contents that the Plaintiff and the representative director of the Plaintiff were entitled to dispose of the instant commercial building as they were.

3) Contents of the instant sales contract

The sales contract of this case includes the following contents:

Article 1 [Purpose]

The Plaintiff Company shall build the instant commercial building and sell it to KimB, and KimB shall pay the sales price pursuant to Article 2 and purchase the object.

Article 3 (Trust Contract and Agency Business Contract)

① In selling the instant commercial building in lots, the Plaintiff Company entered into a trust agreement and an agent contract with theCC real estate trust agreement in accordance with Article 4 of the Act on Sale of Buildings and Article 3 of the Enforcement Decree of the same Act, and accordingly, the sale price shall be managed by theCC real estate trust.

(2) The KCC real estate trust shall carry out the loan management business (including passbook management), the seal of the sales contract which is the agent for the sales contract, the computerized management of the seller, the storage of the original sales contract, and the succession of rights and obligations as an agent for the project, and the responsibilities of the seller as the agent for the project shall be borne by the Plaintiff Company,

(hereinafter omitted)

Article 8 (Succession, Transfer and Acquisition of Rights and Duties)

1. The KimB may not transfer the rights and obligations under this Agreement to any other person or use them as a subject of a limited real right without the approval of the Plaintiff Company.

The succession of rights and duties according to the contract shall be made by submitting the documents requested by the plaintiff company andCC real estate trust and the transferor and transferee may attend and succeed together, and in such cases, the transferee shall succeed to all obligations of the transferor, including this sales contract.

3. The succession of rights and duties to this contract without the approval of the plaintiff company, the Dispute Resolution Co., Ltd., the real estate trust, and the GG enterprise (construction and responsible completion company) shall not have any effect on the plaintiff company, the KG enterprise, and the KimB shall not raise any objection.

(hereinafter omitted)

Article 12 (Termination and Cancellation of Contracts)

1. If the KimB of the Plaintiff Company falls under any of the following subparagraphs, the contract may be rescinded upon setting a 14-day grace period and, if not, a peremptory notice is given:

(a) Where he fails to pay the second part of the down payment as prescribed in Article 2 at the agreed date;

(b) Where the part payment prescribed in Article 2 is not paid in arrears even if part of the part payment is for at least 30 days;

(c) Where the balance is not paid within 30 days from the commencement date of occupancy;

(d) When the loan is arranged by the guarantee of the Plaintiff Company, KimB fails to pay interest, etc., or the transferee of the GangwonB fails to perform the obligation to succeed to the loan or to repay the loan as prescribed in Article 8(3) or when the financial institution requests the Plaintiff Company to pay the loan at the financial institution due to loss of time

(e) Where he violates the terms of this contract which are not described in this Article;

4) Change of trustee

A) On January 11, 2010 with respect to the instant real estate, the Plaintiff Company concluded a trust agreement with H Trust Co., Ltd. on the same day and concluded a trust agreement with HH Trust Co., Ltd. on March 9, 2010. Upon the termination of the trust agreement on March 9, 2010, the said international trust and trust agreement was concluded again, and the said agreement was terminated on September 14, 2010 (the registration of ownership was made in the name of the above CC Real Estate Trust on March 9, 2009, and the registration of ownership transfer was completed in the name of each trustee according to each of the above trust agreements, and the registration of ownership transfer was completed in the name of the Plaintiff Co., Ltd. upon the termination of each trust agreement.)

B) On October 29, 2010, the Plaintiff Company did not directly conclude a trust contract, and entered into a trust contract with the Nagoya Real Estate Trust Co., Ltd.

Facts having no dispute over recognition, Gap's entries in Gap's 2, 3, 5 through 7, 10, 11 (including paper numbers), Eul's 5 through 8 (including paper numbers), and the purport of the whole pleadings.

D. Determination on the first argument of the Plaintiff Company

1) Comprehensively taking account of the circumstances surrounding the instant disposition and the evidence and the purport of the entire pleadings as seen earlier, the following circumstances may be recognized or ratified.

A) According to the sales contract of this case concluded between the plaintiff representative director and KimB, the representative director of the plaintiff company was transferred his status as KimB purchaser of the commercial building of this case. In light of the fact that the transferee is the representative director of the plaintiff company and the only registered director, and the representative director of the plaintiff after the sales contract of this case operated large frequency on the second floor of the building of this case, the plaintiff company was transferred his status as the purchaser of the commercial building of this case according to the sales contract of this case. In light of the fact that the transferee is the representative director of the plaintiff company and the only registered director, and the plaintiff representative director immediately after the sales contract of the sales right of this case operated large frequency on the second floor of the building of this case, it is reasonable to view that the plaintiff company recognized such fact from the time of the conclusion of the sales contract of this case and that it was actually approved.

B) As to this, the Plaintiff Company alleged that KimB received OB Won from the Plaintiff’s representative director as the sales price of the instant sales right, but failed to perform its duty to provide the Plaintiff’s representative director with documents, such as a certificate of personal seal impression necessary to succeed to the loan. However, such circumstance alone alone is difficult to deem that the sales contract of the instant sales right was null and void or cancelled (in addition, KimB asserted that in the instant civil litigation, the Plaintiff’s representative director issued necessary documents for the succession of loans, such as a certificate of personal seal impression, and the implementation of the procedures for the change of the name of sales right. According to the records submitted by KimB in the Busan regional tax office’s objection procedure, the employees of the NAO branch of the NAF were prepared for the reasons why the succession to the loan was not made, but the employees of the

C) On September 2, 2010, when the civil litigation of this case was in progress, the Plaintiff’s representative director prepared an agreement to implement the sales contract of this case with respect to the commercial building of this case with the Ansan J, the spouse of KimB, and the Plaintiff Company after notified the Plaintiff Company of the intent to cancel the sales contract of this case, it is reasonable to deem that the Plaintiff’s representative director and KimB agreed to maintain the validity of the sales contract of this case on the premise that the sales contract of this case between the Plaintiff Company and KimB still remains valid despite the Plaintiff Company’s notice of cancellation.

D) The Plaintiff Company asserted to the effect that the meaning of the provision on the decision of the instant civil procedure is "the Plaintiff Company is obligated to perform the procedure for changing the name of the Plaintiff representative director after restoring the status of the seller of the instant commercial building." However, in light of the fact that not only the Plaintiff representative director and KimB but also the Plaintiff Company has the right to dispose of the sales contract of the instant case, it appears to be premised on the validity of the sales contract of the instant case, and it cannot be deemed that the obligation of KimB as alleged by the Plaintiff Company is scheduled.

E) If so, it is reasonable to view that the Plaintiff’s representative director and KimB’s obligation to pay intermediate payments and balance, including loan obligations, to the NACF under the sales contract of this case concluded between the Plaintiff’s representative director and KimB, is the acquisition by the Plaintiff’s representative director. Accordingly, even if KimB did not pay the Plaintiff’s intermediate payments and balance, or the Plaintiff Company paid the Plaintiff’s loan obligations by subrogation, it is difficult to deem that the Plaintiff’s representative director’s right to rescission of the sales contract of this case has occurred on the ground that it was merely the payment of intermediate payments and balance, or the payment of loan

2) In the administrative litigation seeking the revocation of tax disposition on the ground of illegality, in principle, the tax authority bears the burden of proof with respect to the legality of disposition and the existence of taxation requirements. However, with respect to the existence of special circumstances in light of the empirical rule, the taxpayer must bear the burden of proof or burden of proof with respect to the existence of special circumstances (see, e.g., Supreme Court Decision 2005DuOO, Feb. 9, 2006; Supreme Court Decision 2004Nu14168, Jun. 10, 2005). In full view of these legal principles and the above circumstances, it cannot be deemed that the instant sales contract between the Plaintiff company and KimB was lawfully rescinded by the notice of cancellation of contract on January 6, 2010 as alleged by the Plaintiff company, and therefore, the instant revised tax invoice issued on the premise that the sales contract in this case was lawfully rescinded cannot be deemed to have been lawfully issued. Accordingly, the Plaintiff’s aforementioned assertion is rejected on a different premise.

E. Judgment on the second argument of the Plaintiff Company

As seen earlier, in light of the fact that the Plaintiff’s representative director operated large frequency on the second floor of the instant building including the instant commercial building immediately after the sales contract for the instant commercial building was concluded, and the saidCC real estate trust, a trustee, exercised external ownership in accordance with the trust contract, it is reasonable to deem that the said trustee has approved the sales contract for the instant commercial building.

Even if the trustee did not approve the sales contract of this case, the right to sell the commercial building of this case was transferred to the representative director of the plaintiff as the decision of the civil lawsuit of this case became final and conclusive on October 20, 2010. At the time, since the trust contract with HH trust corporation was terminated and the trust contract was entered into with III real estate trust corporation and the trust contract was entered into with the third real estate trust corporation, there was no trustee. Thus, the transfer of the right to sell the commercial building of this case without obtaining approval from the trustee pursuant to Article 8(3) of the sales contract of this case can be deemed to have the validity of the transfer of the right to sell the commercial building of this case without obtaining the approval from

Therefore, the above argument of the Plaintiff Company is without merit.

F. Judgment on the third argument of the Plaintiff Company

In full view of the facts and circumstances seen earlier, the circumstance during which the instant shopping mall was transferred from the Plaintiff Company to DoD, as alleged by the Plaintiff Company, is not the transfer of the instant shopping mall through the sales contract concluded between DoD and the Plaintiff after the cancellation of the instant sales contract, as alleged by the Plaintiff Company, but based on the premise that the instant sales contract with DoD and KimB is valid, the Plaintiff Company recognized that the Plaintiff’s representative director had the right to sell or sell the instant shopping mall. Accordingly, it is reasonable to deem that the Plaintiff’s representative director who had the right to sell the instant shopping mall again acquired the right to sell or sell the instant shopping mall due to the consent or different method of the Plaintiff’s representative director’s consent, and then transferred it to DoD on his own account along with other commercial buildings of the instant shopping mall. Considering the supply of goods, that is, in case of delivery or transfer of goods due to all contractual or legal reasons, the nature of value-added tax imposed on the instant shopping mall cannot be deemed as imposing double taxation.

Therefore, the plaintiff company's above assertion is without merit.

G. Sub-committee

Therefore, the defendant's disposition of this case is legitimate.

3. Conclusion

Therefore, the plaintiff company's claim shall be dismissed as it is without merit. The judgment of the court of first instance is just in conclusion, and the appeal by the plaintiff company is dismissed. It is so decided as per Disposition.