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(영문) 수원고등법원 2020.12.03 2020나10448
주식반환청구
Text

1. Of the judgment of the court of first instance, the part against the intervenor taking over the defendant which exceeds the following order for payment:

Reasons

1. Basic facts

A. The Plaintiff held all shares (600 shares) issued by the Defendant Intervenor (mutual E Co., Ltd.) established for the purpose of the original real estate development business, and held office as the representative director of the Defendant Intervenor.

The defendant, who was established for the purpose of civil engineering and construction business, was in office as an auditor of F Co., Ltd. (Co., Ltd. G, hereinafter referred to as “F”) and actually managed the same company.

B. On October 30, 2015, the Defendant acquisition intervenor entered into a joint project agreement with the Nonparty (hereinafter “instant joint project agreement”) for the development project to create the K site (hereinafter “instant project”) on the land I and J (hereinafter “instant project site”) owned by the H door (hereinafter “nish door”).

C. On April 14, 2017, the Defendant and F entered into a contract for transfer and acquisition of rights (hereinafter “instant contract for acquisition of rights”) with the Plaintiff and the Defendant with the content that the Plaintiff and the Defendant Intervenor acquire the rights of the Defendant’s Intervenor regarding the instant project and the shares issued by the Defendant’s Intervenor owned by the Plaintiff, and that the Plaintiff shall pay the transfer price of KRW 1,500,000 to the Plaintiff.

On August 7, 2017, the Plaintiff retired from the representative director of the Defendant Intervenor, and around June 2018, the Plaintiff established the Plaintiff’s succeeding intervenor for the purpose of real estate development business, etc. and was appointed as the internal director.

E. On January 21, 2019, the Plaintiff, the Plaintiff’s succeeding intervenor, the Defendant, and the Defendant’s succeeding intervenor agreed on January 21, 2019 to perform the Plaintiff’s rights and obligations under the Plaintiff’s acquisition of rights and obligations under the instant contract, and the Defendant’s succeeding intervenor’s rights and obligations under the said contract for acquisition of rights and obligations respectively (hereinafter “instant succession agreement”).

The specific details are as follows. (See Table 1)

[Attachment 1]

1. The F and the Defendant are the defendants with all authority over the instant business.

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