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(영문) 서울서부지방법원 2019.05.14 2018가단228540
주식양수대금반환
Text

1. The Defendant: (a) KRW 90,000,000 to Plaintiff A; and (b) KRW 100,000,000 to Plaintiff B; and (c) from October 19, 2018 to each of the said money.

Reasons

1. Basic facts

A. The defendant is the representative director of the non-party D Co., Ltd. (hereinafter "non-party D").

B. Around 2015, the Defendant agreed to transfer 5,500 shares of the non-party company owned by it to the Plaintiffs respectively.

(hereinafter referred to as “instant share transfer agreement”). C.

Plaintiff

A from April 10, 2015 to May 15, 2015, total of KRW 100 million (150,000 to transfer KRW 150,000,000) was returned, and Plaintiff B remitted KRW 100,000 to Defendant on May 19, 2015 as the share transfer price.

C. As of June 19, 2015, the Defendant issued to Plaintiff A a written non-issuance certificate of 5,500 shares of each non-party company in the name of the non-party company as of May 29, 2015. D.

As of the date of closing argument of this case, the shareholders listed in the register of shareholders are listed as the defendant with respect to each of the above 5,500 shares that the plaintiffs agreed to acquire.

E. On January 2, 2018, the Defendant returned KRW 10 million to the Plaintiff.

[Ground of recognition] Unsatisfy, entry of Gap evidence 2, 4, 5, and 6, the purport of the whole pleadings

2. Summary of the parties' arguments;

A. The gist of the Plaintiffs’ assertion was that the Defendant agreed to transfer the shares of the non-party company to the Plaintiffs, but failed to implement the registration procedure on the register of shareholders. Accordingly, the Plaintiff A and the Plaintiff B, around July 2017, rescinded each share transfer agreement with the Defendant around March 2018, and thus, the Defendant agreed to return the share transfer price to the Plaintiffs.

Therefore, the defendant is obligated to pay to the plaintiffs the amount stated in the purport of the claim and damages for delay due to the cancellation of agreement.

B. The gist of the Defendant’s assertion was that there was no agreement to register the Plaintiffs in the register of shareholders of the non-party company when entering the instant share transfer agreement, and rather, it was impossible to register the Plaintiffs in the register of shareholders.

In addition, the defendant and the defendant agree to transfer the shares of this case.

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