1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

1. The court's explanation on this part of the basic facts is that "the special agreement of Article 10 is entered into, and the third party's management right is transferred to, the subject company immediately after the completion of Article 3 (4) of the contract, and the transaction shares are entered into a sales contract by a separate agreement between the transferor and the transferee.

In addition to the fact that “N” is additionally stated, the fifth part “N” is the same as the corresponding part of the reasoning of the judgment of the first instance except to the fact that “N” is described as “P,” and this is cited by the main sentence of Article 420 of the Civil Procedure Act.

2. The assertion and judgment

A. The Plaintiff’s assertion 1) The Plaintiff fulfilled its duty to conclude a subcontract on manufacture and installation works of C with D pursuant to the instant agreement. As such, the Defendant is obligated to transfer the instant shares without compensation to the Plaintiff’s designated person pursuant to Article 2(4)(a) of the instant agreement. However, the Defendant transferred the instant shares to F in accordance with the instant agreement, which was concluded separately from the instant agreement, and the Defendant subsequently transferred the instant shares to F at F’s request after February 2014, when the F lost the right to manage the Plaintiff Company and the right to designate a transferee of the instant shares pursuant to the instant agreement, and thus, the Defendant’s obligation to transfer the instant shares to F in relation to the Plaintiff was impossible. Meanwhile, the Defendant’s purchase price for KRW 2,300,000,000,000 as stated in the instant agreement on acquisition of shares was KRW 4.3 billion (2.4 billion,000,0000,000,000,000 won).