1. The judgment of the first instance court, including any claims extended or added in the trial, shall be modified as follows:

The plaintiff.

1. The court's explanation on this part of the basic facts is the same as the entry of "1. Basic Facts" among the grounds of the judgment of the court of first instance, and therefore, they are quoted in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. As to the main claim

A. The Plaintiff’s assertion is concluded between the Defendant, who is the spouse of G, the Plaintiff’s major shareholder, and the Plaintiff. To this end, the agreement did not obtain approval from the general meeting of shareholders pursuant to Articles 398, 542-8(2)6, and the proviso of Article 383(1) and (4) of the Commercial Act. Of the instant agreement, Article 6(2) (hereinafter “instant provision”) which is unilaterally unfavorable to the Plaintiff is null and void in violation of the said provisions of the Commercial Act.

In addition, the provision of this case is null and void in accordance with Article 124 of the Civil Code, which G entered into on behalf of the plaintiff and the defendant.

Therefore, even though the Plaintiff had the right to receive the sales of educational expenses by 30%, which is the allocation ratio under Article 6(1) of the instant agreement, but did not receive KRW 538,285,563 among them, and this money belonged to the Defendant, so the Defendant, as a return of unjust enrichment, is obligated to pay the Plaintiff the above KRW 538,285,563 among the above KRW 538,285,563, and delay damages therefor.

B. According to Articles 398 and 542-8(2)6 of the Commercial Act and the proviso of Article 383(1) and (4) of the Commercial Act, if the spouse of a major shareholder who holds 10/100 or more of the total number of shares issued by a small-scale company with less than three directors intends to trade with the company, a general meeting of shareholders must clarify in advance the important facts of the relevant trade and obtain the approval

However, at the time of the conclusion of the instant agreement, G, the Defendant’s spouse, was the major shareholder holding 35% of the Plaintiff’s shares, and the Plaintiff was a small company with less than three directors, and the fact that the Plaintiff did not approve of the Plaintiff’s general meeting of shareholders regarding the conclusion of the instant agreement was not disputed between