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(영문) 수원지방법원 2018.11.01 2017나74016
약정금
Text

1. Revocation of the first instance judgment.

2. The Defendants jointly and severally notify Plaintiff A of KRW 62,909,239, and KRW 31,454,617.

Reasons

1. Basic facts

A. Of the total outstanding shares of Defendant C Co., Ltd. (hereinafter “Defendant C”), Plaintiff A owned 820 shares, Plaintiff B’s 200 shares, F owned 139 shares, and G Co., Ltd. owned 4,341 shares, and Plaintiff A was the representative director of Defendant C.

B. On February 20, 2014, all the shareholders of Defendant C, including the Plaintiffs, entered into a transfer/acquisition agreement with Defendant D Co., Ltd. (hereinafter “Defendant D”), H, I, and J to transfer the shares and management rights of Defendant C in KRW 2.9 billion (hereinafter “instant transfer/acquisition agreement”). The main contents of the agreement are as follows: “A separate attachment attached to the instant transfer/acquisition agreement”

1. The detailed contents of the plan for repayment of debts and the written joint repayment guarantee shall be as shown in the attached Form;

Article 2 Transfer or Acquisition (Sale) Purchase Price (A-B +C) of 5,500 common shares (in the face value of 1,000,000 per share) of Defendant C’s common shares and conditions: KRW 2.9 billion

1. Purchase price computation = the appraised value per stock 】 (A-B +C)/D A: The book value of assets as of December 31, 2013 by Defendant C: 6,790,147,538 won as of December 31, 2013: The book value of assets as of December 31, 2013: 2,087,038,364 won from among the assets of Defendant C: Total number of issued stocks = 5,500 shares as of the contract date of Defendant C;

2. The settlement of the purchase price is determined in accordance with the foregoing calculation criteria, and where there is an increase or decrease in the book value A and B as of December 31, 2013, as of December 31, 2013 presented in the separate sheet 2 (the current status of assets and liabilities as of December 31, 2013 of Defendant C) prepared by the transferor due to the increase or decrease in the assets and liabilities of Defendant C and contingent debts, the difference shall be calculated and paid by adding a separate sheet 1 to the final repayment amount.

Added

1. A plan for repayment of debts and a joint guarantee of repayment;

1. On December 31, 2013, Defendant C, who is the above-mentioned obligor, is the balance sheet of Defendant C.

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