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(영문) 서울고등법원 2016.12.22 2016나2038762
부당이득금
Text

The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Purport of claim and appeal

purport.

Reasons

Basic Facts

The Plaintiff’s credit against C paid KRW 200,000,00 to C, the representative director of D Co., Ltd. (hereinafter “D”) on February 15, 2008, under the pretext of D’s investment in D, but did not acquire the shares issued in the Plaintiff’s name.

The Plaintiff asserted that C did not perform its duty to return the said investment amount even though C agreed to return the said investment amount, and filed a lawsuit claiming damages against C as Seoul Southern District Court 2012 Ma22045.

On May 24, 2013, the above court rendered a judgment that "C shall pay to the Plaintiff 200,000,000 won with interest of 20% per annum from December 14, 2012 to the date of full payment."

C In response to the above judgment, the Seoul High Court appealedd as 2013Na38611, but on April 25, 2014, the appeal was dismissed, and on May 17, 2014, the said judgment became final and conclusive on May 17, 2014, as C did not file an appeal.

D Articles of incorporation provisions on the composition of shareholders and the transfer of shares of D are 1,500,000 won per share of 1,50,000 won per share of a company which completed the registration of incorporation on February 20, 208 and whose total capital is 1,50,000,000 won per share.

D's list of shareholders on February 19, 2008 stated that the shareholders' meeting of February 19, 2008 held 20,000 shares each by 30,000 shares by corporation I, the defendant, and C, J, K, and H.

The provisions pertaining to the transfer of shares in the D's articles of incorporation are as follows:

Article 12 (Transfer of Stocks) A shareholder shall not transfer his/her shares or status as a shareholder to a third party at his/her discretion, except in cases where all the remaining shareholders consent to the transfer.

Article 43 (Resolution of Board of Directors) 13. Approval of the transfer of shares (the shareholder shall not be arbitrarily transferred to a third party the status as a shareholder or shareholder, except in the case of a special resolution of the board of directors) C and the Defendant’s conclusion of a share sales contract and the Defendant’s receipt of the purchase price shall be between the Defendant and the Defendant on October 2010, and C shall not exceed 30,000 shares of D issuance owned by the Defendant from the Defendant.

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