1. Of the judgment of the court of first instance, the part against the Defendants shall be revoked, and the Plaintiff’s revocation part shall be the Defendants.

1. Basic facts

A. The plaintiff, D (the birth of the plaintiff), E (the wife of the plaintiff), F, G (the father of the plaintiff), H, I, and J are shareholders holding 20,000 shares issued by K Co., Ltd. (hereinafter "K"), and the defendant B is the representative director of the defendant C (hereinafter "the defendant company").

B. From August 2012, the Plaintiff and Defendant B consulted on the acquisition of K’s issued stocks and the acquisition of management rights under the brokerage of MNN Korea Co., Ltd. (hereinafter “MN”), and in the process, the acquisition price was determined as KRW 2.5 billion.

However, around October 2012, Defendant B requested MN to pay KRW 500 million out of KRW 2.5 billion to MN as options contracts.

C. After that, on January 11, 2013, between the Plaintiff, etc., the Defendants, L, and M (hereinafter “Defendants, etc.”) and the Defendants, etc., entered into a contract for transfer of shares and management rights to transfer KRW 200,000 and KRW 2 billion of the shares issued in K to the Defendants, etc.

(hereinafter referred to as “the instant transfer and acquisition contract.” The Plaintiff et al. represents the Plaintiff et al., the Defendant Company’s respective representatives of the Defendants, etc., the Defendants et al. paid down amount of KRW 100 million on the date of the contract

1. On April 31, 2014, the intermediate payment of KRW 400 million, and the remainder on April 30, 2015, and April 30, 2016, each of KRW 500 million is paid, respectively. The Plaintiff et al., upon receipt of an intermediate payment of KRW 400 million, delivers documents necessary for the transfer of management rights to the Defendants, etc., and conditional transfer of 200,000 shares on the premise of an agreement for payment of the said transfer price.

On the other hand, the Defendants and K (the Plaintiff represented) signed an agreement on management consulting with the Plaintiff on January 11, 2013 as follows:

(hereinafter “this case’s agreement”). The Plaintiff, the assignee, was the transferor, who was the representative director of K while M&A, conducted the audit of the transfer of management rights.