(영문) 서울고등법원 2019.10.23 2019나2019670

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Reasons

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글꼴

크기(pt)

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줄 간격

자간(%)

(영문) 서울고등법원 2019.10.23 2019나2019670

주식매수대금 청구의 소

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1. The plaintiff's appeal is dismissed.

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

The purport of the claim and appeal is the purport of the appeal.

Reasons

Basic Facts

The reasoning for this Court’s explanation is as follows: (a) the part of “1. Basic Facts” is the same, except that the second 13 written judgment “ March 8, 2017” is deemed as “ March 8, 2018”; and (b) such part is cited pursuant to the main text of Article 420 of the Civil Procedure Act.

The Plaintiff’s exercise of the Plaintiff’s appraisal right cannot be deemed invalidated on the grounds as shown in the Plaintiff’s assertion on the claim for share purchase price. Since the Plaintiff legitimately exercised the instant appraisal right, the Defendant is obligated to pay the Plaintiff the purchase price of KRW 795,02,00 (i.e., KRW 5,933 x 134,00) and damages for delay.

The exercise of appraisal rights is premised on the validity of a special resolution of the shareholders' general meeting of the company to which the shareholders belong, and there is no relation with the validity of the special resolution of the shareholders' general meeting of the other company. Thus, even if the special resolution of the shareholders' general meeting is revoked,

Since the shares of the non-party company owned by the defendant are merely 20.28% and if the non-party company proceeds again by the shareholders of the remaining 79.27% a special resolution for approval of the transfer of the business of this case, the approval resolution can be made. Thus, just because the special resolution of the non-party company was revoked, the "the transfer of the non-party company's shares, which is the grounds for revocation of the special resolution of the general meeting of shareholders of this case, becomes legal

In addition, even if the transfer of the business of this case was rescinded, insofar as the appraisal right of the plaintiff takes effect upon the special resolution of the general meeting of shareholders, the exercise of the appraisal right of this case does not affect

The reason why the special resolution of the shareholders' meeting of the non-party company is revoked is due to the defendant's fault.

참조조문

-민사소송법 제420조

유사 판례

-대법원 1974. 12. 24. 선고 72다1532 판결

-대법원 1987. 4. 28. 선고 86다카553 판결

-광주고법 1967. 11. 29. 선고 67나144,145 제2민사부판결 : 상고

-대법원 2010. 1. 28. 선고 2009다3920 판결

-대구고등법원 2017.06.21 2016나26090