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1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Facts of recognition;
A. The Defendant’s acquisition of the Defendant Co., Ltd. is a company incorporated on June 2, 2015 for the purpose of corporate acquisition, merger and brokerage, domestic and overseas economic, capital markets and consultation on companies, etc.
In order to acquire C Co., Ltd. (hereinafter referred to as "C"), the defendant was the largest shareholder after purchasing the shares.
B. On October 22, 2015, between the Plaintiff and the Defendant, the Plaintiff entered into a share acquisition agreement with the Defendant to purchase KRW 2200,000 per share of registered ordinary shares (e.g., 500 won) (hereinafter “instant shares”) and KRW 2220,000 per share (hereinafter “instant agreement”).
C The market price per share of stocks was 3,290 won (high price 3,690 won, low price 3,215 won) on October 22, 2015, and 3,635 won (high price 3,850 won, low price 3,570 won) on October 23, 2015.
C. The Plaintiff, including the Defendant’s rescission of the instant contract, paid KRW 220 million to the Defendant around 09:10 on the date of the contract.
However, the Defendant thought to have received shares from D Co., Ltd. as it concluded a C Stock Sales Contract with D Co., Ltd. and paid down payment. However, D Co., Ltd could not give shares to the Plaintiff on the wind that D Co., Ltd will continue to hold shares without selling 1,211,612 shares to the Defendant.
Around October 23, 2015, the following day after the Defendant agreed to transfer shares to a securities account or to pay shares in kind upon receiving shares (Article 3(2)), but as a result, it was impossible to reduce shares for the aforementioned reasons, the Defendant returned KRW 220 million to the Plaintiff’s securities account, as it is, around 20:00 on October 23, 2015.
Then, on the ground that the Defendant unilaterally reversed the instant contract without justifiable grounds or the Plaintiff’s consent, the Plaintiff rescinded the instant contract by serving a preparatory document as of April 11, 2016.
E and the defendant.