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(영문) 서울고등법원 2019.10.31 2018나2027759
지불보증금 등
Text

1. It shall modify the judgment of the first instance, including the claims modified and expanded at the trial of the party, as described in paragraph 2 below.

2...

Reasons

1. Basic facts

A. Relevant C Co., Ltd. (hereinafter “C”) is a company established for the purpose of transportation business, advertising agency business, etc. on March 29, 2013, and Defendant Company is a company established for the purpose of community bus transportation business, advertising agency business, etc. on January 11, 2016.

D As the representative director of the CJ Co., Ltd. (hereinafter “CJ”), on September 3, 2015, while operating the said company, he/she was appointed as the representative director of C, but resigned on June 2, 2016.

E, while serving as a director of the CJ on November 2, 2015, was appointed as a inside director of C on November 2, 2015, but resigned on June 2, 2016, and R is an employee of CJ.

B. D’s lending of money to D and acquisition of management rights to the said company (1) C borrowed money from D on September 3, 2015 as the interest rate of 24% per annum and the due date of repayment until September 30, 2015, respectively (20 million won, one-month interest rate of 20 million won per annum).

(A) At that time, the CP, which was a major shareholder of C (85% of the total issued shares of 2,000 shares), offered 1,001 shares (5% of the total issued shares of 50%) out of its own shares as security for transfer to D.

However, for 50 shares of the above shares, the CJ's personnel R, operated by D, was registered as shareholders in the register of shareholders.

B) When appointing D as the internal director and the representative director of C, D had CK and each of the former representative directors exercise the power of representation, and appointed D’s wife as the auditor. The existing representative director and the inside director of CM (CK) were co-representative directors.

(2) As regards the shares offered as security at the time of lending money set forth in paragraph (1) above, C and D agreed that the ownership is definitely transferred to D in the event of nonperformance by C.

In addition, if there is any balance after liquidation at the time of the transfer of ownership of the shares, D shall return it to C, but it is still possible to receive the payment after the liquidation.

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