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(영문) 대구지방법원 2018.04.27 2017가합208359

매매대금반환

Text

1. The plaintiff A's lawsuit shall be dismissed.

2. The plaintiff B's claim is dismissed.

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

Reasons

1. Basic facts

A. On February 28, 2012, the Plaintiffs: (a) 1,655,810 common shares of KRW 5,00 (Plaintiff A704,643, and Plaintiff B (hereinafter “Plaintiff”) issued by Defendant and his/her Defendant Co., Ltd. (hereinafter “D”) (hereinafter “Plaintiff Co., Ltd”).

) A share sales contract for sale of KRW 7 billion (hereinafter “instant share sales contract”) was concluded with the effect that 791,167 shares, F, and G 80,000 shares (hereinafter “instant share sales contract”).

B. Around that time, the Defendant acquired F and G shares 160,000 shares out of the above shares subject to the sale, and paid the Plaintiffs KRW 2.63 billion out of the above purchase price.

C. On January 21, 200, Plaintiff A was appointed as the representative director of D, but resigned on May 30, 2012, and the Defendant was appointed as the representative director of the said bank on July 1, 2013.

D has undergone the capital increase procedure from 2012 to 2014, and completed each capital reduction procedure on January 31, 2013, November 6, 2013, and June 18, 2014 with authorization from the Financial Services Commission.

E. As of December 31, 2016, as of December 31, 2016, the Defendant holds 1,926,729 shares, which are 2,585,690 shares issued by D, 74.52% of the shares issued by D. The Plaintiff A holds 63,054 shares, which are 2.4% of the shares of Plaintiff A, and the Plaintiff Company did not own shares.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 11, Eul evidence Nos. 2, 3, 5, and 10 (including branch numbers), the purport of the whole pleadings

2. The plaintiffs' assertion

A. Since the instant share sales contract concluded between the Plaintiffs and the Defendant was not rescinded, the Defendant is obligated to pay the Plaintiffs the balance of the purchase price of KRW 4.37 billion under the said contract.

B. The Defendant, as if he were to pay the purchase price to the Plaintiffs under the instant share purchase agreement, had deceiving the Plaintiffs, and repeated capital increase and capital reduction, thereby making it difficult for the Plaintiffs to meaning the value of their shares. The Defendant committed an illegal act that has infringed on the management right of the Plaintiffs, and the damages therefrom.