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The judgment below
Among them, the part against the defendant (Counterclaim) and the defendant as to the main lawsuit shall be reversed and the part against the defendant as to the counterclaim.
Reasons
The grounds of appeal are examined.
1. As to the second ground for appeal
A. The interpretation of a declaration of intent is clearly confirming the objective meaning that the party gave to the act of indicating the intent, and in a case where the content of a contract is written between the parties to the contract in writing, if the content of the contract is written between the parties to the contract, the objective meaning that the party gives to the act of expressing the intent should be reasonably interpreted by the contents written, regardless of the parties’ internal intent (see, e.g., Supreme Court Decisions 94Da5122, Jun. 30, 1995; 2000Da27923, Oct. 6, 2000). In such a case, if the objective meaning of the text is clear, the existence and content of the declaration of intention shall be recognized according to the text, unless there are any special circumstances.
(Supreme Court Decision 200Da72572 Decided May 24, 2002, and Supreme Court Decision 2012Da44471 Decided November 29, 2012, etc.) B.
The judgment below
The reasons and the evidence duly admitted reveal the following facts.
(1) On July 13, 2007, the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) B, the shareholder and representative director of G Co., Ltd. (hereinafter “G”) on behalf of the Defendant (Counterclaim Plaintiff) D Co., Ltd. (hereinafter “Defendant Co., Ltd”) and the Plaintiff Co., Ltd. (hereinafter “Defendant Co., Ltd”) entered into a contract for corporate acquisition (hereinafter “instant contract for corporate acquisition”) with the content that (a) the Plaintiff Company B transfers 41,500 shares of KRW 142,843,00,000, out of all rights and obligations incidental to the management and right of management of G, and total shares issued by G, which are KRW 83,00,00,000 (hereinafter “instant contract for business acquisition”) and (b) the Plaintiff Company B transferred the shares of G to the Defendant Company with KRW 9.4 billion (hereinafter “instant contract”).
(2) In the instant business takeover contract, the Defendant Company pays the Plaintiff B the down payment of KRW 51,423,480 on the day of the contract, and the Plaintiff B down payment.