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(영문) 서울중앙지방법원 2016.07.21 2016가합505436
주식매매대금 등 청구의 소
Text

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

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

Reasons

1. Basic facts

A. Defendant B Co., Ltd. (hereinafter “B”) is a company established to run a motor vehicle sales business, a typology, and a wholesale and retail business of motor vehicle parts.

B. The Plaintiff, while serving as the representative director of Defendant B, retired from office on October 16, 2012, and Defendant C is serving as the joint representative director of Defendant B from January 28, 2014.

C. On March 20, 2012, the Plaintiff, Defendant C, D, and E, a shareholder of Defendant B, held a general meeting of shareholders and discussed the issue of resignation of the Plaintiff’s representative director.

On March 21, 2012, F Co., Ltd. (hereinafter “F”) operated D after the above meeting sent “B-company director and representative director’s resignation” to the Plaintiff by e-mail. On March 22, 2012, the Plaintiff partially revised the above resolution and again sent “B-company shareholders’ resolution” to F.

The main contents of the “B general meeting of shareholders” resolution sent by the Plaintiff by e-mail are as follows:

1. The plaintiff has resigned from the position of inside director and representative director of defendant B and suspended all business, and the conditions are as follows:

2. When Defendant B’s share 2,420 shares (193,00,000 shares) and Jeju-do’s land security offered to G are discharged, the Plaintiff shall transfer en bloc to Defendant C, who is the next representative director, and waive all corporate rights.

3. Terms and conditions of mutual agreement on transfer and takeover are as follows:

- The Plaintiff received shares of KRW 2,420 (193,00,000), and then transferred shares to Defendant C.

- The defendant B’s assets, equipment, and any other business entity are transferred to another person.

- Defendant C, D, and E, a director of Defendant B, pay in cash 193,00,000 won for the Plaintiff’s shares until May 30, 2012, and pay interest equivalent to 7% per annum from March 1, 2012 to May 30, 2012.

Provided, That after May 30, 2012, interest equivalent to 20% per annum shall be paid in accordance with the Civil Act.

- The Plaintiff’s benefits are transferred from January 1, 2012 to transferee.

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