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(영문) 서울고등법원 2016.05.20 2015나2055234
손해배상(기)
Text

1. Of the part against the principal lawsuit in the judgment of the court of first instance, 96,960 against the Plaintiff (Counterclaim Defendant).

Reasons

1. Basic facts

A. The Plaintiff is a corporation with the trade name of “B” and the Defendant is a corporation with the purpose of passenger transport business, etc.

B. On July 11, 2014, the Plaintiff entered into a contract with the Defendant under which the Plaintiff comprehensively transferred to the Defendant all of the bus transport business and its ancillary business, which the Plaintiff carried on as “B” (hereinafter “instant transfer contract”) at KRW 1,200,000,000.

The main contents of the instant transfer contract are as follows.

Article 2 (Subject Matter of Acquisition) (2) The Plaintiff shall comprehensively transfer all of its factual relations (including contractual relations, customer relations, management organization, business expenses, reputation, trade name, related technology, know-how, goodwill, goodwill, goodwill, business network, goodwill, etc.) and labor relations, etc. to the Defendant at the time of transfer and performance of all of its business activities as of the date of the conclusion of this contract.

(3) The defendant shall succeed to or take over the plaintiff's obligations listed in the separate debt list provided by the plaintiff.

Provided, That where there is a change in the list of acceptance obligations as a result of the inspection, the list of acceptance obligations shall be changed according to the results of the inspection, and the defendant may immediately take over the part after the settlement by the comprehensive transfer limit,

Article 4 (Timing of Transfer and Acquisition Date) (2) The Plaintiff shall perform all the procedures such as the consent, acquisition, etc. of the creditors necessary for the Defendant to succeed, underwrite, or repay the Plaintiff’s obligations by the transfer date.

③ By the date of transfer performance, the Plaintiff shall take all necessary measures and procedures, including obtaining the consent of the other party to the contract already concluded or notifying the other party thereof, so that the Defendant may succeed to and take over the status of the Plaintiff’s contractual relationship as it is.

(4) The change of a project undertaker under this contract shall be based on the date of transfer execution.

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