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(영문) 서울고등법원 2019.03.21 2018나2059671

약정금

Text

1. Revocation of the first instance judgment.

2. All of the plaintiff's claims are dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff, the Defendant, and H’s transaction progress 1) The Plaintiff, the Defendant, and L are recruited by investors around December 2014, and the shares of M&A, which are listed on the KOSDAQ (hereinafter “M shares”).

(2) The Plaintiff agreed to purchase 2,00,000 shares at a price lower than the market price and to distribute profits remaining after returning investment proceeds by selling them. (2) At that time, the Plaintiff proposed a method of lending bonds as collateral and investing in stocks of the IF shares owned by H (hereinafter “I shares”) by soliciting H to make an investment in M& shares to the owner of the University.

3) Around December 2014, the Plaintiff, along with H, gave the Defendant the real share certificates of 1,440,000 shares or I shares to H. On the same day, the Defendant lent 800,000,000 shares to H as collateral, and H purchased 590,000 shares of M with the said shares. The Plaintiff also borrowed 10,000,000 won around December 23, 2014 with the consent of H, and KRW 20,00,000,000 additionally from U as collateral around the end of January 2015, H received KRW 1,00,000 from the Plaintiff’s agent out of I shares offered as collateral to U as collateral around February 2, 2015, and paid KRW 0,000,000 from the Plaintiff’s agent.

5) The Plaintiff’s representative director D Co., Ltd. (hereinafter “D”).

W Co., Ltd. (hereinafter “W”) on January 22, 2015

A) A contract was entered into with the options. The terms and conditions of the contract are as follows: “D shall exercise options of KRW 27,000 per share for 150,000 shares, which are shares subject to options, within three months from the date of conclusion of the contract in relation to the shares of J Co., Ltd. owned by W (hereinafter “J shares”); first, when the call options for shares subject to options are exercised, the Defendant may exercise options of KRW 32,50 per share for KRW 150,000 per share for KRW 32,50 per share, KRW 329,640 per share for each share, and KRW 35,00 per share for shares for KRW 32,00 within one year from the date of conclusion of the contract. (6) The Defendant may exercise options for KRW 6,200 per share for the shares subject to options.