Korea Railroad Corporation (Law Firm LLC et al., Counsel for the defendant-appellant)

The head of Yongsan-gu Seoul Metropolitan Government (Law Firm Losch Rexroth, Attorneys Lee Jong-dae et al., Counsel for the defendant-appellant)

June 30, 2017

1. On May 1, 2014, the Defendant’s rejection of a claim for correction against the Plaintiff for the total amount of KRW 38,302,968,60 shall be revoked.

2. On December 31, 2014, the Defendant’s rejection of a claim for correction against the Plaintiff for the total amount of KRW 38,302,968,60 shall be revoked.

3. The costs of lawsuit shall be borne by the defendant.

The same shall apply to the order.

1. Details of the disposition;

A. Details of concluding the instant project agreement

1) On December 13, 2007, the Plaintiff entered into an agreement (hereinafter “instant project agreement”) with the ○○○○○○ International Business District Development Project (hereinafter “instant project”) from the diculum consortium and Yongsan-gu Seoul, Yongsan-gu, Seoul. The main contents of the agreement are as follows.

본문내 포함된 표 제2조(용어의 정의) 4. “매매대상토지”라 함은 사업대상지 중에서 원고 소유인 356,492㎡의 토지를 말한다. 12. “프로젝트회사”라 함은 본 사업을 추진하기 위해 원고[서울특별시(및/또는 SH공사)가 참여하게 되는 경우에는 원고와 서울특별시(및/또는 SH공사)]와 컨소시엄 구성원들이 공동으로 출자하여 설립하는 법인으로 법인세법 제51조의2에 의거 설립한 법인을 말한다. 18. “토지매매계약”이라 함은 원고가 프로젝트회사에게 매매대상토지를 매도하고 프로젝트회사가 원고로부터 이를 매수하는 것을 내용으로 하여 원고와 프로젝트회사 사이에 체결되는 계약을 말한다. 제19조(프로젝트회사의 설립) ① 원고와 컨소시엄 구성원들은 본 사업의 시행을 위하여 본 협약 체결일로부터 15일 이내에 아래의 요건을 충족하여 프로젝트회사를 설립한다. 제23조(토지매매계약) ① 원고와 프로젝트회사는 다음 각 호의 정한 기준과 방법에 따라 매매대상토지에 대해 토지매매계약을 체결하며, 그 소유권이전등기에 소요되는 제반 비용은 프로젝트회사가 부담한다. 1. 본 사업의 성공적인 수행을 위한 홍보관 설치를 위하여 전체 매매대상토지 중 5%에 해당하는 토지(‘우선매매대상 토지’)의 매매계약은 프로젝트회사 설립 이후 2007. 12. 31. 이전에 체결하고 매매대금은 계약금 및 중도금 50%, 잔금 50%로 하되, 프로젝트회사는 계약금 및 중도금을 2007. 12. 31.까지 현금으로 지급하고, 잔금(분할납부이자 포함)에 해당하는 프로젝트회사의 어음 및 금융기관의 대출확약서를 제공하고, 원고는 2007. 12. 31.까지 해당 토지의 소유권을 프로젝트회사에 이전한다. 위 어음으로 지급되는 잔금 상당액의 지급기한은 2008. 3. 31.까지로 한다. 우선매매대상토지에 대하여는 원고가 환매특약등기 등을 하지 아니한다. 2. 제1호에 규정된 우선매매대상 토지를 제외한 나머지 매매대상 토지에 대한 매매계약은 분할계약 방식으로 별도 체결하되, 그 분할 매매계약이 체결되는 시기와 매매대상토지의 비율은 다음 각 목과 같다. 가. 매매대상토지 중 25% : 2008. 3. 나. 매매대상토지 중 30% : 2009. 3. 다. 매매대상토지 중 40% : 2010. 3. 3. 제2호에 규정된 각각의 분할 매매계약에 의한 각각의 매매대금은 다음 각 목과 같이 분납한다. 〈각목 부분 기재 생략〉 ② 제1항에 의한 매매대상토지의 총 매매대금은 8조원으로 한다. ④ 본 협약에서 정하지 아니한 사항으로서 매매대상토지의 세부적 계약 조건은 토지매매계약에서 정하기로 한다. 제35조(원고에 의한 협약의 해제, 해지) 컨소시엄 구성원들 또는 프로젝트회사(프로젝트회사가 설립되기 전에는 컨소시엄, 프로젝트회사가 설립된 이후에는 프로젝트회사를 말하며, 이하 같다)에게 다음 각 호의 사유가 발생한 경우 원고는 별도의 최고 없이 컨소시엄 구성원들 또는 프로젝트회사에 대한 서면통지로써 본 협약을 해제 또는 해지할 수 있다. 2. 부도, 회생절차 또는 파산 등으로 인하여 본 사업의 시행이 불가능한 경우 제38조(협약 해제 또는 해지의 효과) ① 제35조에 의해 본 협약이 해제 또는 해지된 경우에는 다음과 같이 처리한다. 2. 해제 또는 해지 이전에 토지매매대금의 지급 또는 사업대상지의 소유권 이전이 이루어진 경우 공사는 프로젝트회사로부터 받은 토지매매대금 상당액을 프로젝트회사에게 반환하고, 프로젝트회사는 공사에게 매매대상토지를 반환한다. ④ 제35조 내지 제37조에 의하여 본 협약이 해제 또는 해지된 경우 토지매매계약도 별도의 의사표시 없이 해제 또는 해지된 것으로 본다.

2) On December 27, 2007, an agreement was reached between the Plaintiff and the Plaintiff on December 27, 2007 to exempt the matters falling under the rights and obligations of the project company under the instant project agreement.

B. The conclusion of each of the instant sales contracts

1) On December 27, 2007, the Plaintiff: (a) sold 5% of the instant land to KRW 415 billion (area 18,494.5 m2); (b) on March 31, 208, 25% of the instant land (area 89,123.7 m2); and (c) on December 28, 201, sold 200 m2 to KRW 165 m20; and (d) on December 30, 201, 206 m27 m26 m2, 30.7 m2, 206 m2, 30.7 m2, 2007 m2, 2003 m2, 307 m2, 2013 m2, 2003 m2, 209.3 m2, 2013

2) The main contents of each of the instant sales contracts are as follows.

Article 12 (Cancellation of Contract) ① Before the implementation of this Agreement is completed, the other party (hereinafter referred to as “person having the right to rescission”) may rescind this Agreement by sending written notification to the other party if any of the following causes occurs to the other party (hereinafter referred to as “person having the right to rescission”) before the execution of this Agreement is completed. A contract deposit under Article 2(1) shall not be deemed cancellation money under the Civil Act.

C. Reasons for restoring ownership on the land of this case

1) In order to procure the price, etc. of each of the instant contracts for the purchase and sale of land of this case, Dr.B borrowed a total of KRW 2.4,36.3 billion (the amount of the 9th loan, which was made in the form of exchanging the 1st loan, was excluded from the above aggregate amount) on nine occasions as listed in the following table.

The principal amount of loans - KRW 1209-11-27 8,50 billion - relating to the first and second land sales contracts - KRW 2010-09-28 - relating to the second and third land sales contracts - relating to the third land sales contracts - redemption 3rd and 2010-11-296,55.5 billion - relating to the second and third land sales contracts - 4th and 2010-1241,86.7 billion - relating to the second and third land sales contracts - 5th and 2000,000 won related to the third land sales contracts - 5th and 2000,000 won related to the second and third land sales contracts - 200,000,000 won related to the second and third land sales contracts - 420,000,000 won related to the second and third land sales contracts.

2) Around the time of entering into each of the above lending arrangements, the 9th loans did not conclude a new security trust agreement, taking into account that they are exchanging the 1st loans to the 1st loans, and entered into a trust agreement and a change contract in the original register (No. 5-9).

In order to secure each loan obligation against the lender of drupb under each of the above loan agreements, each real estate security trust agreement (hereinafter “instant security trust agreement”) was concluded with the Korea Land Trust Co., Ltd. (hereinafter “Korea Land Trust Co., Ltd.”) (hereinafter “Korea Land Trust”) with respect to the Nos. 1 through 19 as indicated in the instant land list (hereinafter “instant security trust land”). The truster and debtor of the instant security trust agreement are the dupbb, and the trustee is the land trust for the lender and the second priority beneficiary are the Plaintiff. The main contents of the instant security trust agreement are as follows:

4. Matters contained in the text of the Special Agreement 4. The secured claims of the preferential beneficiary are as follows: 1. The principal, interest, delay damages, and all other monetary claims held by the lender against the drupb in accordance with the loan-related contract: If the business agreement is terminated, the Plaintiff’s secured claims: Article 7(Trust Property Transfer, etc.) of the right to claim the transfer of ownership of the trusted real estate held by the drupb in accordance with the agreement (hereinafter referred to as “instant land reversion and return agreement”) 1. In the event of a cause for the return of ownership as prescribed in Annex 3 of the agreement (hereinafter referred to as “the agreement”) 3, the drupb shall immediately notify the land trust of the fact, and the lender may notify the Plaintiff of the fact that the cause for the transfer of ownership is generated from the drupb or lender, and the land trust related to the 3rd Annex should be notified of the fact of the occurrence of the cause without delay. If the land trust obtains such notice from the Plaintiff’s trust or the trust agreement, the trust agreement shall be notified within 8.

3) At the time of the conclusion of each loan agreement as set forth in the first through 8 above, the Plaintiff, the Korea Forest Service, and the Korea Land Trust agreed on the reversion of the land and the return of the price for the land of the instant collateral trust (hereinafter “instant land reversion and the return of the price”), among which the main contents are as follows.

Article 4 (Measures in Case of Reversion) (1) of the Table contained in the main text of this Act (Measures in the case of occurrence of a cause for return), the land trust or the plaintiff may notify the other parties of the occurrence of the cause, and each party shall complete the following measures within 85 days from the date of delivery of the notification.

4) Furthermore, according to the second change of the purchase and sale contract of the land and the supplementary agreement concluded on December 28, 201, the Plaintiff’s establishment period of the second purchase and sale contract of the land subject to the second purchase and sale contract of the land that the Plaintiff owned against the drhbb was the first expiration of the payment period of the second purchase and sale contract of the intermediate payment of KRW 210 billion and approximately KRW 490 billion, the Plaintiff cancelled the registration of the repurchase right on April 13, 2012, and had the drbb and the land trust with the drb and the Korea Land Trust with a view to replacing the repurchase right with the security trust as the collateral obligation (attached Form 1) and [Attachment 1] with respect to the land subject to the second purchase and sale contract of the land subject to the second purchase and sale contract of the land subject to the drbbbbb. The Plaintiff’s replacement trust agreement of each of the instant real estate (hereinafter “the instant substitute trust agreement”).

5) On March 12, 2013, Dlimb lost interest under each loan agreement because it did not pay interest KRW 5.2 billion to the lender under the said 9th loan agreement. Accordingly, it notified the land trust of Dlimb, and the land trust of Dlimb to the Plaintiff of the occurrence of the cause for reversion and return of ownership under subparagraph 2(a) of Annex III of the Agreement on Reversion of Land and Return of Proceeds, and requested the Plaintiff to implement the measures under Article 4 of the Agreement on Reversion of Land and Return of Proceeds, and Article 7(1) of the Matters of the Security Trust Agreement.

6) On April 11, 2013, the Plaintiff paid KRW 57 billion, which is the aggregate of loans 4, 5, 6, and 8, to the Korea Land Trust in accordance with Article 4 of the Agreement on the Reversion of Land and Return of Proceeds, and Article 7 of the Special Agreement on the Security Trust of this case, and paid KRW 5,47,00,00 to the Korea Land Trust. The Plaintiff paid KRW 4,5,6, and 8 loans to the Korea Land Trust by the Plaintiff. Accordingly, the Korea Land Trust Co., Ltd. did not pay part of the purchase price of each of the above loans to the Plaintiff. Accordingly, it was found that the Korea Land Trust Co., Ltd. failed to pay interest under the 9th Loan Agreement to the Plaintiff pursuant to each of the above 10,000,000 won under each of the above 10,000,0000 won and each of the above 10,000,000.

7) On April 23, 2013, the Plaintiff notified Dlim Dog Dog Dogb to the effect that “Dg Dog Dog Dob failed to correct the violation of the obligation to pay the purchase price of the third, 4-1, and 4-2 land sales contract, and the Plaintiff was unable to repay the loan of a loan agreement that has lost the benefit of time due to the lack of the ability to repay the loan, and thus, the Plaintiff notified that the third, 4-1, 4-1, and 4-2 land sales contract should be cancelled pursuant to Article 12(1)(a) and (b) of the instant Land sales Contract and Article 546 of the Civil Act. At that time, the Plaintiff completed the registration of ownership transfer for the subject matter of the third, 4-1, and 4-2 land sales contract [Attachment 1] as the subject matter of the instant land sales contract [Attachment 1] set forth in the

8) On April 29, 2013, the Plaintiff notified the dlimb and its shareholders of the fact that “Dlim loses the benefit of time under a loan agreement,” the third, fourth, fourth, and fourth-2 land sales contract was cancelled, and the ownership of the land, which is the subject matter of each land sales contract, was restored to the Plaintiff. The dlimb failed to pay taxes, thereby commencing the public auction procedure for the instant land subject to the instant project. Such circumstances make it impossible for dlimb to continue the instant project, the Plaintiff notified the Plaintiff that “The said agreement shall be cancelled in accordance with Article 35 subparag. 2 of the instant project agreement.”

9) The Plaintiff paid to the land trust of Korea for the remainder of the Dlim loan obligations, and completed the registration of ownership transfer on June 13, 2013 as to the land Nos. 14, 15, and 16 of the land list of this case (attached Form 1), October 1, 2013 [Attachment 1] as to the land Nos. 17, 18, 19 of the land list of this case, and November 6, 2013 (attached Form 1] as to the land Nos. 20, 211, and 21 of the land list of this case.

(d) Report on acquisition tax, request for the primary correction, and disposition rejecting the primary correction;

1) Although the Plaintiff had the position that the recovery of ownership of the instant land is restitution following the instant business agreement and the rescission of each purchase and sale contract of the instant land, the Plaintiff did not constitute subject to acquisition tax. However, as the Defendant had a position to be subject to acquisition tax, the Plaintiff filed a return on the full amount of acquisition tax exempted pursuant to Article 63(2) of the former Restriction of Special Local Taxation Act (amended by Act No. 12175, Jan. 1, 2014; hereinafter the same) and thus, within 60 days from the date of acquisition (attached Form 2) as stated in the first request for correction (attached Form 2), the tax base of acquisition tax, local education tax, and special rural development tax, including acquisition tax, and the first request for correction, shall be KRW 1,126,57,90,000, and calculated tax amount shall be KRW 38,302,968,00,000; hereinafter the same shall apply) and thus, did not constitute the Defendant’s claim for correction and correction (hereinafter “the instant tax base return”).

2) On May 1, 2014, the Defendant notified the Plaintiff on May 1, 2014, that “In a case where the taxpayer filed an excessive return and payment of the tax base and tax amount, the taxpayer can file a claim for the correction of the excessive return and payment, and is a legal device to correct the excessive return and payment in excess of the tax amount objectively existing, and thus, the first claim for correction is not subject to the claim for correction (hereinafter “the first claim for correction”).

3) Accordingly, the Plaintiff filed an appeal with the Tax Tribunal on July 30, 2014, but was dismissed on November 29, 2016.

(e)the return and payment of acquisition tax, the second request for correction, and the second rejection of correction;

1) When the Plaintiff cannot use the instant land for purposes of railroad-related business according to the real estate use plan submitted at the time of filing an application for reduction or exemption of acquisition tax from the acquisition date of the instant land to one year after the grace period for acquisition tax reduction or exemption, as stated above (c) and (9), the Defendant notified the Plaintiff of the prior notice of taxation that the acquisition tax exempted at the time of filing the first acquisition tax return pursuant to Article 94 subparag. 1 of the former Restriction of Special Local Taxation Act (amended by Act No. 12153, Jan. 1, 2014; hereinafter the same shall apply) will be collected from the Plaintiff

2) In accordance with Article 20(3) of the former Local Tax Act, the Plaintiff filed a claim for reassessment of the tax base of acquisition tax, local education tax, and special rural development tax, including KRW 1,126,57,90,00, calculated tax amount of KRW 38,302,968,60, and the total amount of acquisition tax, local education tax, and special rural development tax exempted at the time of filing the first return of acquisition tax, and KRW 38,302,968,60 (hereinafter “second return and payment of acquisition tax”), and filed a report and payment of KRW 38,302,968,60 (hereinafter “second return and payment”), December 15, 2014, with the Defendant to recover ownership of the land of this case following the instant business agreement and the cancellation of each land sales contract of this case, all of the tax base and calculated tax amount are not subject to taxation (hereinafter “the second claim for reassessment”).

3) On December 31, 2014, the Defendant notified the Plaintiff of the second priority beneficiary under each trust agreement between Dlimb and Korea Land Trust (hereinafter “the second corrective refusal disposition”) that the second corrective claim is not reasonable since the Plaintiff’s transfer of real estate, which is a trust property, from the trustee under the instant trust agreement, constitutes a case where real estate is transferred from the trustee to the beneficiary (hereinafter “the second corrective refusal disposition”).

4) On March 27, 2015, the Plaintiff filed an appeal with the Tax Tribunal on March 27, 2015, but was dismissed on December 6, 2016.

[Reasons for Recognition] Facts without dispute, entry of Gap evidence 1 through 19 (including each number), the purport of the whole pleadings

2. Summary of the parties' arguments

A. Summary of the plaintiff's assertion

(i) common illegal grounds for refusal of the first and second correction;

The Plaintiff did not acquire the ownership of the instant real estate as a beneficiary under the instant security trust agreement or the instant substitute security trust agreement, but recovered the ownership of the instant land due to the cancellation of each land sales contract, and thus does not constitute acquisition subject to acquisition tax.

2) Reasons for illegality against the first refusal of correction

Even if there is no amount of tax actually paid, if the tax base and calculated tax amount entered in the tax base return exceed the tax base and calculated tax amount to be reported under the Local Tax Act, the request for correction can be made. Thus, the first refusal of correction on a different premise

3) Grounds for illegality against the second rejection of correction

Even if the Plaintiff’s transfer of ownership of the instant real estate constitutes acquisition subject to acquisition tax, the acquisition tax shall not be additionally collected pursuant to Article 94 subparag. 1 of the former Restriction of Special Local Taxation Act, on the ground that there is justifiable grounds that the Plaintiff did not use the instant land for the purpose of railroad-related business according to the real estate use plan submitted by the Plaintiff at

B. Summary of the defendant's assertion

1) Common parts concerning the first and second corrective refusal disposition

The Plaintiff is a beneficiary under the instant security trust agreement or the instant substitute security trust agreement, and is transferred the ownership of the instant land, which is a trust property, from the trustee, and thus constitutes acquisition subject to acquisition tax. Even if the ownership of the instant land was recovered due to the cancellation of each land sales contract, it constitutes acquisition subject to acquisition tax.

2) As to the first refusal of correction

As long as there is no amount of tax actually paid, a request for correction on the tax base and calculated tax amount entered in the tax base return cannot be made, a disposition rejecting the first correction is legitimate.

3) As to the second rejection of correction

Acquisition tax may be collected pursuant to Article 94 subparagraph 1 of the former Restriction of Special Local Taxation Act, on the ground that the Plaintiff did not use the instant land for the purpose of railroad-related business according to the real estate use plan submitted at the time of applying for reduction or exemption of acquisition tax within one year,

3. Relevant statutes;

[Attachment 4] The entry is as follows.

4. Determination on the legitimacy of the first corrective refusal disposition

According to Article 51(1)1 of the former Framework Act on Local Taxes (amended by Act No. 13293, May 18, 2015), a person who has filed a tax base return by the statutory due date of return may file a request for correction if the tax base and tax amount recorded in the tax base return exceed the tax base and tax amount to be reported under the Local Tax Act. As such, it is reasonable to deem that the payment of the relevant tax amount is not a requirement for a request for correction (see Supreme Court Decision 2014Du45246, Jul. 14, 2016).

Therefore, even in cases where the Plaintiff filed a request for correction on the grounds that the Plaintiff constitutes grounds for taxation or exemption, such as the primary acquisition tax return and the primary request for correction, even if there is no tax amount to be paid, it is reasonable to deem that a request for correction may be made in cases where the tax base and calculated tax amount recorded in the tax base return exceed the tax base and calculated tax amount to be reported. Even if a request for correction is not accepted because there is no tax amount to be paid, it is unnecessary to deem that there is no reason and necessity for a request for correction. Therefore, it cannot be deemed that the Defendant’s first request for correction

In addition, the reason for refusal of the first correction is that there is no tax amount paid, and the reason for refusal of the second correction is that the transfer of ownership of the land in this case is subject to acquisition tax, and it is reasonable to view that there is a legal benefit to seek revocation of the second correction refusal disposition even if the second correction refusal disposition is revoked in entirety, as seen earlier, even though the second correction refusal disposition is revoked, it is reasonable to view that there is still a legal benefit to seek revocation of the second correction refusal disposition. Therefore, as the first correction refusal disposition is unlawful (as to the first rejection of correction, the plaintiff and the defendant's remaining claims against the second correction rejection are judged together in determining

5. Determination on the legitimacy of the second corrective refusal disposition

A. Whether the Plaintiff’s transfer of ownership of the instant land constitutes acquisition subject to acquisition tax

1) As long as the rescission of a contract for the sale and purchase of real estate is for the purpose of retroactive extinction of the contract, the ownership of the real estate that was transferred to the buyer in the future due to the rescission of the contract is naturally returned to the seller to its original condition. Thus, even if the seller takes the method of registration of ownership transfer through restitution, it does not constitute acquisition of real estate which is subject to acquisition tax (see, e.g., Supreme Court Decisions 85Nu1008, Mar. 25, 1986; 93Nu1319, Sept. 14, 1993).

This legal doctrine also applies to statutory cancellation or contract cancellation. According to Article 6 subparag. 1 of the Local Tax Act, the term “acquisition” refers to sale, exchange, inheritance, gift, contribution, contribution, investment in kind to a corporation, construction, repair, reclamation of public waters, creation of land through reclamation, etc., and other similar acquisition. If a contract is lawfully rescinded, the real right changed due to the performance of the contract is naturally returned to the state where the contract was not entered into, and thus, it cannot be deemed as a new acquisition similar to sale, etc. Therefore, it is reasonable to deem that the restitution due to cancellation cannot be deemed as acquisition subject to acquisition tax unless it is intended to cancel the contract for the purpose of tax avoidance

In addition, it is clear that a purchaser is subject to acquisition tax under the Local Tax Act, except in exceptional cases prescribed by Article 20(1) and (2) of the former Enforcement Decree of the Local Tax Act (amended by Presidential Decree No. 25545, Aug. 12, 2014) for a purchaser even after the purchase and sale, etc. is canceled because acquisition of real estate subject to acquisition tax is clear, and the acquisition tax per se based on the fact that the transfer of goods is a transfer of goods, and it is a kind of distribution tax that recognizes and imposes a tax-bearing force. Therefore, it cannot be deemed that such cancellation of sale and purchase, etc. goes against the principle of equity as to a seller who recovered ownership.

Furthermore, considering the main text of Article 11(1)4 of the former Local Tax Act (amended by Act No. 12153, Jan. 1, 2014) (amended by Act No. 12153), Article 11(1)4 of the same Act (amended by Act No. 12153, Jan. 1, 201; 30/100; hereinafter “acquisition tax rate for transfer of real estate, which is a trust property under the Trust Act, from a trustee”) and Article 12153 of the Act on January 1, 2014 (a trust agreement, the beneficiary is a financial institution that mainly purchased the trust property or borrowed money to a purchaser, and thus the trustee’s transfer of real estate, which is a trust property under the Trust Act, to a trustee, is also subject to acquisition of real estate subject to acquisition tax. However, it is reasonable to deem that the transfer of real estate, which is a formal trust property, is not subject to acquisition tax in all cases where it is cancelled due to the actual cancellation of ownership.

2) In full view of the following circumstances revealed by the facts acknowledged earlier in light of the aforementioned legal principles and the purport of the entire pleadings, it is reasonable to deem that the Plaintiff’s transfer of ownership of the instant land does not constitute the acquisition of real estate subject to acquisition tax, since it is the substance of the transfer following the cancellation of each of the instant land sales contract

① According to Articles 4(1) and 7(2) of the Agreement on the Reversion of Land and Return of Proceeds, where the grounds for attribution under Annex III arise (e.g., cancellation of the business agreement of this case, and failure to pay loans to the lender of drupb, etc.), the land trust in Korea shall complete the registration of ownership transfer of the land subject to the agreement with the Plaintiff on the grounds of reversion of trust property. The Plaintiff shall pay to the land trust the amount of loan under the loan agreement with the Plaintiff. The transfer of ownership of the land subject to the said agreement is deemed to have returned the land pursuant to Article 38 of the Business Convention, and the payment of the Plaintiff’s price shall be deemed to have been returned pursuant to Article 38 of the Business Convention.

② In addition, the Plaintiff’s secured claim under the instant security trust agreement is the Plaintiff’s right to claim for ownership transfer registration that the Plaintiff acquired with respect to the DDB where the instant agreement is terminated, and the instant substitute security trust agreement is intended to substitute for a repurchase right that guarantees the right to claim restitution due to the cancellation of the Plaintiff’s land sales contract. As such, the substance of each security trust agreement is reasonable to deem that, according to the termination of each of the said security trust agreement and the cancellation of each of the instant land sales contract, the land trust agreement with respect to the trust of Korea, the trustee, is subject to an agreement among three parties, the buyer, and the Plaintiff, the seller, is obliged to complete the registration of ownership transfer or the cancellation of each of the instant security trust agreements.

③ Therefore, as drhb’s failure to pay interest under the 9th loan agreement and loss of interest under each loan agreement, the Plaintiff’s ground for reversion of the instant land and return of the price accrue, the Plaintiff paid to the land trust KRW 5,47 billion, which is the aggregate of the loans Nos. 4, 5, 6, and 8, and accordingly, even though drb’s third, 4-1, 4-2 was deemed to have not been paid a part of the purchase price, the drb’s lawful cancellation of the 3th, 4-1, 4-1, and 4-2 land sales contract, which is subject to the 3th, 4-1, and 4-2 land sales contract, [Attachment 1], where ownership was transferred due to the trust property attribution of the 1,13th or 4-13 land listed in the 4th land list, even if the ground for registration belongs to trust property, such cancellation constitutes restitution of the 3th, 4-1, and 4-2.

④ Furthermore, the Plaintiff’s contract for the first and second sale of land was lawfully rescinded pursuant to Article 12(3) of the instant contract for the sale of each of the instant land by lawfully rescinding the instant contract on the grounds that Drhyb loses the benefit of time under each of the respective loan agreements, and that some of the above contracts for the sale of land was rescinded, and that it was impossible for Dryb to continue the instant business due to the commencement of the public sale procedure on the grounds of tax delinquency, etc., and the first and second sale of land in accordance with each of the instant contracts for the sale of each of the instant land was completely rescinded. As such, in the event that the Plaintiff was transferred ownership of the instant land on the grounds of the Plaintiff’s payment of the remainder of the loan (attached Form 1] 14 to 21 as well as the ownership of the instant land on the grounds of reversion of trust property

B. Sub-committee

Therefore, the Plaintiff’s transfer of ownership of the instant land does not constitute the acquisition of real estate subject to acquisition tax, and thus, the second rejection disposition on a different premise is revoked as it is unlawful. Moreover, as long as the Plaintiff fully accepts the Plaintiff’s claim, the Plaintiff’s acquisition of ownership of the instant land is subject to acquisition tax, on the premise that there is justifiable grounds that the Plaintiff did not use the instant land for the purpose of railroad-related business according to the real estate use plan submitted by the Plaintiff at the time of applying for reduction or exemption of acquisition tax within one year, and thus, it is not further determined as to the remainder

6. Conclusion

Therefore, the plaintiff's claim is reasonable, and it is decided as per Disposition.

[Attachment]

Judges Kim Jong-Un (Presiding Judge)