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1. The plaintiff's claim against the defendants is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. On July 31, 2007, the Plaintiff calculated D’s shares (ordinary shares with a face value of 5,000 per share) 26,000 per share (hereinafter “instant shares”) owned by the Plaintiff to the auditor of Nonparty D Co., Ltd. (hereinafter “D”) and sold the purchase price of KRW 130 million per share to the Defendant B.
(hereinafter “instant share sales contract”). At the time of the instant share sales contract, Defendant B agreed to pay to the Plaintiff the amount calculated as follows when the instant shares are commercialized in the future.
(1) In the event that the additional payment agreement of this case is concluded: (2) In the case where the additional payment agreement of this case is concluded to be made to be made to be less than 30,00 won per share x (3), but less than 30,000 won per share x (4), the price per share x (3,000 won or more per share x (4) the price per share x 8,000 won or more per share x 8,00 shares;
B. On May 21, 2008, Defendant B entered into a stock transfer agreement with Defendant C, the representative director of D, to calculate the instant shares as KRW 9,900 per share and sell KRW 277,200,000 in the purchase price (hereinafter “instant stock transfer agreement”).
C. After that, Defendant B did not have a duty to pay additional money to the Plaintiff by notifying the Plaintiff of the fact of the instant share transfer contract with Defendant C, but if the Plaintiff consented to the termination of all circumstances relating to the instant shares, Defendant B would pay KRW 24 million.
Accordingly, upon the Plaintiff’s consent to the above proposal, Defendant B deposited KRW 24 million into the Plaintiff’s account of Nonparty E designated by the Plaintiff on May 23, 2008.
On the other hand, D shall hold a board of directors on May 16, 2008 and a temporary general meeting of shareholders on May 30, 2008, and establish Non-Party F Co., Ltd. (F) by dividing the computer white business sector among the above companies into a separate business sector, i.e., a personal division method.