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(영문) 수원지방법원성남지원 2017.07.04 2016가합203946
주식양도양수 계약 무효 확인의 소
Text

1. All of the plaintiffs' lawsuits of this case are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The defendant is a non-listed corporation that runs a construction business, and the plaintiffs are the defendant's shareholders.

B. On December 30, 2015, the Plaintiffs and the Defendant concluded a share acquisition agreement with the content that the Defendant’s shares held by the Plaintiffs are transferred to the Defendant (hereinafter “instant agreement”) and the details thereof are as follows.

[Contents of a contract between a plaintiff B and the defendant] Transfer amount of 31,850 common shares of Category C (5,000 won per share): Transfer amount of 1,210,300,000 won per day (38,000 won per share): December 30, 2015 (matters of special agreement)

1. The transfer value per share as above shall be calculated on the basis of the market price calculated according to the method prescribed by the Prize Act as of the date of transfer, but the base date for calculation shall be December 30, 2015;

2. The defendant shall acquire the plaintiff B's shares in accordance with the procedure of the Commercial Act.

3.As of the date of this Agreement, a set-off shall be made within the extent of the assigned amount out of the balance of the monetary loan for consumption between the plaintiff B and the defendant, and the balance after set-off shall be settled later

[Contents of a contract between the plaintiff A and the defendant] Transferable shares: Transfer amount of 13,650 common shares of Category C ( note 5,000 per share): daily gold 518,700,000 won ( note 38,000 per share): December 30, 2015 (special agreement)

1. The transfer value per share as above shall be calculated on the basis of the market price calculated according to the method prescribed by the Prize Act as of the date of transfer, but the base date for calculation shall be December 30, 2015;

2. In acquiring the Plaintiff A’s shares, the Defendant shall acquire shares in accordance with the Commercial Act procedures.

3.As of the date of this Agreement, a set-off shall be made within the extent of the assigned amount out of the balance of the monetary loan for consumption between the plaintiff A and the defendant, and the balance after set-off shall be settled later

[Ground of recognition] Facts without dispute, Gap evidence 1-1 and 2, the purport of the whole pleadings

2. The amount of shares transfer under the contract of this case asserted by the plaintiffs is inheritance tax and gift tax.

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