HanBK Co., Ltd. (Attorneys Lee Hy-young et al., Counsel for the plaintiff-appellant)

Korea Development Bank and one other (Law Firm Squa et al., Counsel for the plaintiff-appellant)

December 30, 2010

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

The Defendants jointly and severally pay to the Plaintiff 322,592,917,673 won and 6% interest per annum from June 26, 2009 to the service date of a duplicate of the instant application for conciliation, and 20% interest per annum from the next day to the day of complete payment.

1. Basic facts

The following facts are not disputed between the parties, or may be acknowledged by taking into account each of the descriptions of Gap evidence of (including the number of branch numbers; hereinafter the same shall apply) of 1 through 7, 9, 10, 16 through 21, and 34, and evidence of 1 through 9, 15, 16, 22, 46, 48, 49, 58, and Eul evidence of 1 through 7, 9, 10, 16 through 21,

A. Progressing up to the conclusion of the MOU of this case

1) Defendant Korea Development Bank (hereinafter “Defendant Industrial Bank”) is a special purpose corporation established in accordance with the Korea Development Bank Act to facilitate industrial development and the development of the national economy. Defendant Korea Asset Management Corporation (hereinafter “Defendant Asset Management Corporation”) is a corporation established in order to facilitate the disposal of non-performing assets held by financial institutions in accordance with the Act on the Efficient Disposal of Non-Performing Assets, etc. of Financial Institutions and the Establishment of Korea Asset Management Corporation, and to efficiently support the normalization of the management of enterprises with insolvency signs. The Plaintiff is an affiliate of the Korean Commercial Group, a corporation that manufactures, processes, sells, and exports and imports basic chemical products of the Korea Petroleum Society.

2) The Defendants hold 96,392,428 shares (the Defendant Industry Bank holds 59,825,596 shares, and the Defendant Asset Management Corporation holds 36,56,832 shares, respectively; hereinafter “instant shares”).

3) In order to jointly sell the instant shares, the Defendants selected the Defendant Industrial Bank as a principal bank and a company company for sale (Defendant Industrial Bank M&A office) and issued a certificate of stock sales to a corporation, including the Plaintiff, who is expected to participate in the procedures for the sale of the instant shares.

4) In order to acquire the instant shares, the Plaintiff constituted a “Korea Industrial Bank” as the representative of the Plaintiff, along with Hansung, Hansung Construction, and Yangyang Integrated Financial Securities Co., Ltd., on August 27, 2008, submitted its intent of acquisition to the Defendant Industrial Bank on August 28, 2008, and was notified by the Defendant Industrial Bank that it was selected as the eligible person for preliminary tendering on August 28, 2008.

5) On September 9, 2008, the Plaintiff submitted a preliminary bid proposal to the Defendant Industrial Bank. On September 12, 2008, the Plaintiff was notified by the Defendant Industrial Bank that he was selected as an eligible person for the principal tender. From September 16, 2008 to October 6, 2008, the Plaintiff participated in the preliminary real estate company that can allow access to data through virtual data stom, on-site house visits, management interviews, etc. prior to the bid.

6) On September 19, 2008, the Korean Industrial Bank received this bidding guide and a memorandum of understanding from the Defendant Industrial Bank. According to the above bidding guide, if there is any revised proposal within the draft of the above MOU, the following shall be stated: (a) a written request for correction shall be submitted; (b) matters concerning the scope and period of confirmation, adjustment of the purchase price and the reasons for adjustment; (c) matters concerning the cancellation of the MOU and the final contract; (d) matters concerning the statement and guarantee of the MOU and the final contract; (c) matters concerning the statement and terms of the MOU; (d) the limit and conditions of the compensation for damages for the final sales contract; and (e) the inseminator with respect to the conditions prior to the termination of the transaction; and (e) if the Defendants present any content difficult to accept, they may be excluded from the subject of the selection of

7) On October 13, 2008, the Korean Industrial Bank accepted the contents of the draft agreement with the Defendant Industrial Bank as follows: (a) on October 13, 2008, the KB Asset Management Co., Ltd.; (b) the KB Asset Management Co., Ltd.; (c) the Korean Development Finance Co., Ltd. added its members to the Korea Development Finance Co., Ltd.; and (d) the draft agreement presented by the Defendant Industrial Bank; (b) almost 5% of the sales amount; (c) the adjusted limit of the sales amount stipulated in the draft agreement from the purchase amount to the 3% of the sales amount; (d) the Defendants’ request to revise the scope of the Defendants’ liability for damages from the 3% of the sales amount to the 1% of the sales amount; and (e) the Plaintiff, the affiliate of the Korea Development Bank Co., Ltd., the Plaintiff Co., Ltd., Ltd., and the Korea Development Finance Co., Ltd. submitted the evidence of acquiring the total amount of KRW 85,000 (3 trillion).

8) On October 28, 2008, the Korean Intellectual Property Association was selected as a priority negotiation subject regarding the sale of the instant shares.

B. Conclusion of the MOU of this case

1) On November 14, 2008, the Plaintiff entered into an MOU with the Defendant Industrial Bank representing the Defendants on behalf of the Korea Industrial Bank (hereinafter “instant MOU”) with respect to the sale and purchase of the instant shares, which includes the following:

Article 1 (Purpose)

The purpose of this Understanding is to provide for the basic matters concerning this transaction prior to the conclusion of the final contract by the sellers (the Defendants, hereinafter referred to as the “sellers”) and the buyers (the limited consortium, hereinafter referred to as the “Buyers”).

Article 2 (Relationship between Buyers and Sellers)

(1) Except as otherwise provided in this MOU and to the extent that it is not prohibited by the specific provisions of the relevant laws and regulations, the buyers shall be jointly and severally liable with respect to their obligations under this MOU.

(2) Except as otherwise provided in this Understanding, the effect of exercise of rights or performance, declaration of intent, etc. of a purchaser shall also have the same effect for other buyers.

(3) Except as otherwise provided in this Understanding, the exercise of rights and performance of obligations by the seller must be exercised or performed through the host bank (Defendant Industrial Bank). The effect of the exercise of rights or performance of obligations, declaration of intention, etc. to the host bank or the host bank shall also have the same effect as the other seller.

Article 4 (Sale Price and Performance Bond)

(1) The sales price per share of the instant shares shall be 65,360 won per share as stated in the present bid proposal, and the total sales price of the instant shares shall be 6,300,209,09,094,080 won per share as stated in the present bid proposal.

(2) The buyer shall pay 5% of the purchase price (hereinafter referred to as “performance bond”) to the bank account designated by the host bank (hereinafter referred to as “deposit account”) within the three banking business days (including a day) from the first banking day immediately after the date of the conclusion of this Understanding.

(3) The host bank shall, immediately after the buyer pays the performance guarantee pursuant to Section 2 of this Article, set up a pledge of deposit claims against the buyer as the pledgee against the deposit account in order to secure the buyer's right to claim the return of the performance guarantee against the buyer's performance guarantee and its interest (the interest rate on the performance guarantee pursuant to the deposit account): Provided, That taxes and public charges are excluded; hereinafter referred to as "performance guarantee and its interest accrued") pursuant to Section 12 Section 3 of this Understanding.

Article 5 (Verification Agency)

(1) The buyer may conduct a verification inspection (hereinafter “verification inspection”) on the target company and its affiliated companies (referring to affiliated companies under the Monopoly Regulation and Fair Trade Act; hereinafter the same shall apply) for three weeks (including the date) from the date on which the buyer and the host bank agree with each other after paying the performance guarantee pursuant to Article 4 of this Understanding. However, the buyer may request the host bank to extend the verification inspection period to the extent not exceeding five business days, and the host bank may extend the verification inspection period by determining the buyer’s own discretion if it deems that there is a reasonable reason. In addition, if the host bank is unable to conduct a physical inspection such as a natural disaster or a disturbance of a third party, it shall extend the verification period by additional extension of the verification period at the buyer’s request.

(2) The buyer must, without the prior written consent of the seller, request the subject company and its affiliated companies for the material required for the inspection of the subject company and its affiliated companies through the seller’s agent and, in no case, make individual contacts with the subject company, its affiliated companies, and their officers and employees, and in no case make copies or removal of the material furnished at the inspection place.

(3) The buyers may, if reasonably necessary during the due diligence period, request additional data, the subject company and its affiliated companies or relevant officers and employees, and the host bank and the selling state secretary, in cooperation with the subject company and its affiliated companies, shall cooperate to the maximum extent possible in the request, unless they interfere with the ordinary business of the subject company and its affiliated companies.

(4) Any actual inspection data provided by the host bank or the selling agent, or any legal, factual, or valuation of the data on other subject company and its affiliates, which the buyer acquired by other lawful means, shall be conducted under the buyer’s own responsibility, and the buyer shall analyze and decide on it and make a decision on all relevant transactions. The seller, host bank, sales agent, adviser, target company, affiliates of the target company, and their respective officers and employees shall not be subject to any obligation or responsibility.

(5) All costs incurred by the buyer, or his agent or adviser in connection with the verification room shall be borne by the buyer.

Article 6 (Adjustment of Sale Price, Negotiations of Final Contracts, etc.)

(1) The Bank and the buyer may adjust the increase or decrease of the purchase price as provided in any of the following. The sales price increased or decreased under this subsection shall be referred to as “final purchase price.”

1. Grounds for mediation;

The grounds for the adjustment of the purchase price shall be limited to the following:

(a) It is objectively and clearly acknowledged that the information and data (including the data published under the relevant Acts and subordinate statutes with respect to the subject company) provided by the purchaser to the purchaser by the time of preliminary inspection or subsequent presentation of the principal bid proposal by the purchaser in light of the information and data verified by the host bank or the purchaser by other legitimate means, and that the error or omission affects the net assets of the subject company;

(b) A new fact-finding that material impact on the net assets of the subject company is objectively and clearly acknowledged (except that changes in external economic environment, such as price fluctuation in the stock market and market situation, and its impact are excluded) before the submission of the request for price adjustment provided for in Section 2 of this Article after the submission of the proposal for this bid;

2. Grounds for exclusion from mediation;

Notwithstanding subparagraph 1 of this paragraph or any other provision of this Understanding, the following shall not constitute a cause for conciliation:

(a) Adjustment based on changes in net assets in accordance with ordinary business activities of the relevant company;

(c) Adjustments based on differences in the valuation methods in relation to matters requiring appraisal, such as whether to recover bonds, the price of assets, the price of appraised based on appraisal, whether it is possible to realize contingent debts, including taxes and appropriated debts, and the evaluation of derivatives;

3. Method and limit of mediation.

A. In the event that the grounds for adjustment are acknowledged pursuant to subparagraphs 1 and 2 of this paragraph, the amount calculated by multiplying the net assets value of the company subject to the change as a result of that cause by the ratio of the subject shares to the total number of issued and outstanding shares of the company subject to the change (hereinafter “sale adjustment amount”) shall be increased

(b) The net assets value of the subject company that is the basis for increase or decrease in determining the sales price adjustment under item (a) shall be based on the quarterly financial statements prepared and published by the subject company as of March 31, 2008.

(c) No adjustment of the sales amount shall be made until the amount reaches 1% of the sales amount, and where the amount exceeds 1%, the amount in excess shall be adjusted ("final adjustment of the sales amount") and the final adjustment of the sales amount shall be limited to within 3% of the sales amount.

(2) In order for the parties to claim the adjustment of the purchase price under this Article, within five (5) banking days from the first banking day (including the day) following the date of the completion of the verification process, the grounds for and amount of the request for adjustment of the purchase price shall be stated, and a written request for price adjustment (hereinafter referred to as “written request for price adjustment”) accompanied by such evidentiary materials shall be presented to the other party. If the parties fail to present a written request for price adjustment within the said period,

(3) The host bank and the buyers agree, through mutual negotiations in good faith, on the basis of the principles of trust and good faith, to the remainder of the terms of all the contract to be included in the final contract, such as the final purchase price, within 10 banking days (hereinafter referred to as "Negotiation period", including the date on which all the Parties have received a written request for price adjustment or a notice that they would not request price adjustment (or the date on which the period of time has elapsed without submitting a written request for price adjustment as referred to in paragraph (2) of this Article) immediately after the date immediately preceding the date of receipt by all the Parties (or the date on which the period of time has elapsed without the submission by all the Parties) and within the first banking day (including the date extended under the provisions of the proviso of this paragraph, including the date extended under the provisions of

Article 7 (Conclusion, etc. of Final Contracts)

(1) If an agreement is reached between the host bank and the buyer on any terms and conditions of the contract to be included in the final contract during the negotiation period, the host bank will notify the buyer of the final contract as mutually agreed. After the host bank and the buyer sent the final notice of confirmation of the draft contract under the main sentence of this paragraph, the host bank and the buyer may not request the other party to amend any terms and conditions of the final contract unless otherwise agreed between the host bank and the buyer.

(2) The principal bank shall notify the seller of the final contract(s) notified to the buyer in accordance with Section 1 of this Article, and in the event that the buyer’s approval of the final contract(s) has been granted, the principal bank shall determine the buyer as the final buyer(s) of the transaction(s) and notify the buyer of the determination. The buyer may not raise any objection against the seller’s final contract(s) or the non-approval decision(s) for the seller’s final contract(s) (s) (s).

(3) The seller and the buyer will enter into the final contract within five (5) business days (including the day) of the first bank immediately after the date of receipt of the notice that the buyer was determined as the final underwriter pursuant to Section 2 of this Article (hereinafter referred to as the “final contract period”).

(4) The parties shall enter into a final contract on December 29, 2008, even if the confirmation room has not been completed by December 29, 2008, or any other procedure set forth in Article 6 or paragraphs (1) through (3) of this Article (hereinafter referred to as “final contract conclusion procedure”) has not been completed. In this case, the parties shall continue to proceed with verification, verification, price adjustment procedures, etc. which have not been completed even after the conclusion of the final contract (the period included in the final contract execution procedure shall continue to expire). In accordance with this paragraph, where the final contract is concluded on December 29, 2008, in preference to other provisions of this Understanding, the following subparagraphs and paragraph (5) of this Article shall apply:

1. Before December 29, 2008, the procedure under Article 6 of this Understanding was not in progress, in cases where the final purchase price has been determined in accordance with the procedure under Article 6 (1) through (3) of this Understanding, or to enter into a final contract upon completion of the period until December 29, 2008.

2. Until December 29, 2008, if the negotiation period under Article VI of this Understanding has not been terminated, the final contract shall not be concluded and the procedures under paragraphs 1 to 3 of this Article shall not proceed.

(5) Notwithstanding paragraph (3) of Article 6 of this Understanding for the preparation of a final contract under paragraph (4) of this Article, the Parties shall enter into, without delay, the negotiations on the final contract after the conclusion of this Understanding.

(6) If it is inevitable to modify a funding plan, such as financial investors or their investment ratio, as determined at the time of the conclusion of the final contract, the consortium representative may, even after the conclusion of the final contract, explain the above circumstances and request the host bank to change the consortium organization or participants. Upon such request, the host bank may agree to the change if the above circumstances are clearly explained and the objective of the final contract is reasonably determined to have no substantial problem.

Article 8 (Matters to be Included in Final Contracts)

(1) The seller and the buyer agree without any objection to the fact that the contents set forth in Section 2 of this Article should be reflected in the final contract without any substantial modification.

(2) The final contract shall reflect the following:

1.The final purchase price shall be determined or agreed upon pursuant to Article 6 of this Understanding;

2. The buyer shall pay an amount equivalent to 10% of the final purchase price (hereinafter “contract amount”) to the bank account designated by the host bank at the same time as the final contract is concluded, and any balance of 90% of the final purchase price (hereinafter “repaid amount”) shall be paid to the seller on the date of transaction termination. The sum of performance bonds and interest accrued therefrom paid by the buyer to the host bank shall be appropriated as part of the down payment. The date of transaction termination shall be March 30, 2009. However, the parties shall, if possible, make efforts to terminate transaction even before March 30, 2009.

5.The terms of the buyer’s undertaking under the final contract shall include the following:

C. The buyers shall observe the terms of succession to the collective agreement concluded between the subject company and the trade union of the subject company as described in the present bid proposal submitted by the buyers, and the terms of employment coverage and the period of employment coverage. In addition, the buyers shall make their best efforts to realize the development plan for labor-management relations including employment stability and working conditions as described in the present bid proposal.

D. The buyer does not modify any provision of the financing plan included in the tender proposal without the seller’s prior consent. The buyer’s and the buyer’s affiliated company do not receive any guarantee or security from the subject company for a period of two years from the date of the termination of transaction.

6.The grounds for and effects of the cancellation of a final contract shall be determined as follows. With respect to the grounds for and effects of the following cancellations, the grounds arising in respect of either of the sellers or the buyers shall be deemed to have arisen in all of the sellers or the buyers unless otherwise agreed by the parties:

(a) Where any of the following causes occurs, a seller or a buyer may immediately rescind a final contract by giving written notice to the other party at the time of the occurrence of such cause: Provided, That where the party responsible for the occurrence of the cause for revocation is the seller, only the buyer may rescind the final contract for the said reason, and where the party responsible for the occurrence of the cause for revocation is the buyer, only the seller may rescind the final

(4) Where the procedure for the conclusion of this case is not in progress after the conclusion of a final contract, or where the conclusion of transactions is not in progress until March 30, 2009.

(b) The effects of the cancellation of the final contract are as follows:

(1) Where the final contract is rescinded prior to the conclusion of transaction due to a cause not attributable to the parties or a cause attributable to the seller, the host bank shall refund the down payment (including the interest accrued at the interest rate in the account of payment of down payment from the date of receipt to the time of return: Provided, That taxes and public charges shall be excluded; hereafter in this item, the same shall apply) received from the buyer within five business days from the date of receipt

(2) Where the final contract is rescinded prior to the termination of transaction due to a cause attributable to the buyer, the contract deposit paid by the buyer to the host bank shall be reverted to the seller as penalty for penalty for negligence.

(c) If the final contract is rescinded, the seller and the buyer confirm that only the remedies provided for in sub-paragraph (b) of this paragraph are the sole remedy and that they cannot assert any other rights, such as compensation for damages or restitution. The seller and the buyer, in any case, may not cancel or cancel the final contract after the termination of the transaction

7.The final terms and conditions of the statement, coverage, undertaking or other breach of duty shall be set forth below, provided that, if the final contract is rescinded, only paragraph (2) 6 (b) and (c) of this Article shall apply exclusively:

(e) The Parties shall cooperate with each other by making their best efforts to meet the conditions prior to this paragraph, and, even if the confirmation room is not normally completed due to a natural disaster or a disturbance by a third party, the parties shall reasonably resolve the problem, and shall consult with each other in good faith on how to achieve the purpose of this transaction.

9.The conditions prior to the termination of a final contract shall be three of the following conditions:

(c) The confirmation room and price adjustment procedure under Article 5 of this Understanding shall have been completed: Provided, That only if the confirmation room or price adjustment procedure has not been completed due to a natural disaster, a disturbance by a third party, or any other cause not attributable to the purchaser, it shall be deemed that the failure to meet the conditions of the preceding subparagraph.

Article 10 (Confidentiality)

(1) The seller or the buyer shall not disclose, disclose, or make publicly available the contents of this MOU, except in any of the following cases:

1. Where enforced under Acts or their subordinate provisions, or where ordered by supervisory agencies, a court or government;

2. Where a written consent from the other party is obtained;

Article 12 (Cancellation, etc.)

(1) If a cause falling under any of the following subparagraphs occurs, a seller or a buyer may rescind a written notification to the other party by written notification. With respect to the following grounds for revocation, a cause arising in relation to either of the seller or the other party shall, unless otherwise agreed by the parties, be deemed to have occurred in the whole of the seller or the buyer. Provided, That where the party liable for the grounds for revocation is the seller, only the buyer may rescind the written notification for the said reason, and where the party liable for the grounds for revocation is the buyer, only the seller may rescind the written notification for the said reason.

3. Where the buyer does not participate in the negotiations under Article 6(3) of this Understanding, or the negotiations have been finally interrupted or failed within the negotiation period.

4. In the event of failure to enter into a final contract as provided for in Section 7(3) of this Understanding by the end of the period for concluding the final contract, or by the end of December 29, 2008, whichever comes earlier.

8. Where it is impossible or illegal to carry out a transaction under this Understanding due to a natural disaster, Acts and subordinate statutes, measures taken by a government agency, or any other force majeure event.

9. Where it is impossible to close this transaction under this Understanding as the state of paralysis of the domestic financial system continues for a considerable period of time and most of the financial transactions cease to exist;

11. Where, for reasons other than those of subparagraphs 1 through 10 of this paragraph, a party fails to correct it within five business days after the other party receives a written demand for correction from the other party in violation of the provisions of this Understanding.

(2) In the event that this MOU is released by reasons attributable to the buyer, the performance bond that the buyer paid and the interest accrued therefrom shall be reverted to the seller by penalty for breach of contract. The term "reasons attributable to the buyer" in this paragraph means any of the following reasons:

2. Where the buyer does not participate in, or waives, the negotiations under Article 6 (3) of this Understanding without good cause.

3. Except in the case of a request for adjustment of the purchase price pursuant to the provisions of Article 6 of this Understanding, where the purchaser, either formally or substantially, modified the terms and conditions of acceptance set out in the present tender proposal, presented terms and conditions unfavorable to the seller, or failed to reach an agreement within the negotiation period stipulated in Article 6(3) of this Understanding due to reasons attributable to the purchaser.

4. Where the buyer and the buyer, as the final position of the buyer on the terms and conditions of this case, make arguments that conflict with the terms and conditions of this transaction notified in writing to the seller, or does not enter into the final contract as provided for in Article 7(3) of the MOU without justifiable grounds, such as the date on which the period for concluding the final contract as provided for in Article 7(3) ends or December 29, 2008, by the earlier date, in light of the principle of good faith and the substance of this

(3) If this letter of understanding is cancelled for reasons other than any of the subparagraphs of paragraph (2) of this Article, the buyer may claim the return of the performance bond and interest accrued, and the host bank shall return the performance bond and interest accrued therefrom within five business days from the date of receiving the claim for return of the performance bond from the buyer.

(4) The seller and the buyer confirm that if this letter of understanding is removed, only the remedy provided for in paragraphs 2 and 3 of this Article is the sole remedy and they cannot assert any other rights, such as compensation or restitution.

2) On November 19, 2008, the Plaintiff paid to Defendant Industrial Bank KRW 315,010,454,704 (=6,300,209,094,080 x 5%) of the performance bond under Article 4(2) of the MOU of this case (i.e., KRW 10,000,000 already paid in the participation of the bid x 5%) and the remainder of KRW 304,97,480,179, which is partially appropriated as the amount equivalent to the interest accrued thereon, to the Plaintiff’s participation in the bid.

C. Circumstances after the conclusion of the instant MOU and each cancellation notice of the instant MOU

1) On October 30, 2008, the labor union of the target company (hereinafter “labor union”) has expressed its position to block the verification of the target company from entering into the instant MOU and entering into the final contract date as stipulated in the instant MOU with respect to the acquisition of the instant shares by Korea Industrial Bank; (b) employee compensation; (c) matters related to the development of the company; (d) other requirements related to the purchase and sale of the instant shares; and (d) other matters related to the purchase and sale of the instant shares. The Korea Industrial Bank failed to commence the verification of the target company from the date of entering into the instant MOU to the date of concluding the final contract as stipulated in the MOU.

2) Meanwhile, on December 5, 2008, Defendant Industrial Bank provided a final draft contract made pursuant to the instant memorandum of Understanding to the Korea Industrial Bank on December 5, 2008.

3) However, on December 17, 2008, the Korean Intellectual Property Association sent official documents (Evidence A No. 45; hereinafter “Public Notice No. 17, Dec. 17, 2008”) to the Defendant Industrial Bank through the Seoul branch of the Korea Industrial Bank through the Seoul branch of the Korea Industrial Bank on December 17, 2008, under the following terms: (i) in relation to the domestic financial system finishing cost, “The payment of the purchase price shall be made on the closing date of the transaction; (ii) the remainder shall be made on the first day from the closing date of the transaction; (iii) the first day from the day after the closing date of the transaction; (iv) the day after the closing date of the transaction; and (v) in relation to the conclusion of the final contract prior to the confirmation date, the buyer’s request for the confirmation date and the price adjustment procedure may be cancelled if the buyer failed to become aware of the subject company; and (v) the seller’s remaining payment of the purchase price and the sales price shall be made within five percent of the final contract.

4) On the other hand, with respect to the acceptance of the instant shares on December 26, 2008, the board of directors of the Plaintiff, Hanhwa, and Hanhwa Construction, which is an affiliate of the Hansung Group participating in the Hansung consortium, shall take into account the changes in domestic and overseas economic situation after the resolution of the board of directors on November 2008 on the approval of the conclusion of the instant memorandum of Understanding and the changes in the value of the subject company. As such, for the determination of whether to approve the conclusion of the final contract, the board of directors shall take measures to confirm whether or not there is no significant superior or change in the facts underlying the basis of the resolution of the board of directors on November 2008, or to supplement such circumstances. (ii) In light of the current and future domestic financial situation, there is a change in circumstances in which it is required to review the financing plan related to the shares acquisition company, which is the matters approved by the board of directors, and thus, the representative director of the subject company is likely to seriously affect the financial situation and management of the subject company.

5) On December 26, 2008, the Plaintiff sent to the Defendant Industrial Bank a public notice to the effect that ① the conclusion of a final contract after confirmation and ② the request for cooperation on the relaxation of the terms and conditions of payment for purchase price was made. On the same day, the Defendant Industrial Bank urged the Plaintiff to conclude the final contract by December 29, 2008, which was the date of the final conclusion of the contract, in accordance with the contents set forth in the instant memorandum of Understanding.

6) On December 29, 2008, the date of the final conclusion of the instant memorandum of Understanding, the Defendant Industrial Bank did not enter into the final contract on December 30, 2008, which is the following day, and notified the Plaintiff on December 30, 2008, that “The Plaintiff may cancel the instant memorandum of Understanding pursuant to Article 12(1) and (2) of the instant memorandum of Understanding and confiscate the performance guarantee, but shall withhold the cancellation of the instant memorandum of Understanding by January 30, 2009. As such, the Plaintiff shall promptly present and implement a plan for raising its own funds (including a list of assets subject to sale) by January 15, 2009.”

7) Around January 9, 2009, the Hanbaconium, around KRW 3.8 of the final purchase price of the instant shares to the Defendant Industrial Bank, delivered to the Defendant Industrial Bank a financing plan with the content that the sales of assets, etc. (including KRW 1.7,000,000,000,0000,000 in cash owned by itself, KRW 5,000,000 to KRW 600,000,000 out of KRW 1.7,000,000,000,000,000,000,000 won, and KRW 2.5,000,000,000,000 won, out of the last purchase price of the instant shares, would be obtained in one way after the lapse of five years.

8) On January 13, 2009, the Defendant Industrial Bank requested the Plaintiff to submit a specific and feasible financing plan that will cover the acquisition price of KRW 6.3 billion in the tender to the Plaintiff, and approximately KRW 3.8 trillion in its own financing plan to the Defendant Industrial Bank on January 9, 2009, as well as the content of the instant financing plan, including approximately KRW 3.3 trillion in cash held by the Korea Industrial Bank on January 15, 2009, and as there is a significant difference from the financing plan at the time of the tender, since the Korea Industrial Bank again reviewed the financing plan to the effect that the plan again was presented on January 9, 2009, including KRW 3.5 in cash held by the Korea Industrial Bank.

9) On January 22, 2009, Defendant Industrial Bank notified the Plaintiff on the ground that the final contract was not concluded due to the reasons attributable to the Handi Consortium, pursuant to Article 12(1) and (2) of the MOU of this case, Defendant Industrial Bank cancelled the letter of MOU, and notified the Plaintiff that the performance bond paid by the Handisortium and interest thereon will be confiscated by a penalty for negligence (hereinafter “notification of cancellation as of January 22, 2009”). The above notification reached the Plaintiff around that time.

10) On the other hand, on June 18, 2009, the Korean Institute of Information and Communication did not conclude a final contract with the Defendants on the grounds that it failed to verify the subject company, and the final contract was not concluded until December 29, 2008 without any cause attributable to the Korean Institute of Information and Communication, and (2) since most of the domestic financial systems are discontinued for a considerable period of time, it is impossible to complete the transaction of the acquisition of the instant shares due to the suspension of most of the financial transactions, so the notification to the effect that the instant certificate of Understanding will be cancelled pursuant to Article 12(1)4, 9, and 11 of the MOU (hereinafter “the notification of cancellation on June 18, 2009”) was delivered to the Defendants at that time.

11) The members of the Korean Intellectual Property Association including the Plaintiff, around June 18, 2008, notified the cancellation of the contract for the Korean Intellectual Property Association, and the members of the Korean Intellectual Property Association, other than the Plaintiff, agreed to transfer all the claims regarding the refund of the performance bond related to the acquisition of the shares of this case to the Plaintiff. The Korean Intellectual Property Association notified the Defendants of the cancellation of the contract under paragraph (10).

2. Determination:

A. Determination as to the assertion on the refund of performance guarantee following cancellation

1) Summary of the parties’ assertion

A) Summary of the Plaintiff’s assertion

The plaintiff did not conclude a final contract until December 29, 2008, which is the time of conclusion of the final contract as stipulated in the memorandum of Understanding of this case due to the following reasons. The plaintiff, upon notification of cancellation on June 18, 2009, cancelled the memorandum of Understanding of this case on the ground of the defendants' rejection of performance or rejection of performance under Article 12 (1) 4 and Article 12 (1) 9 of the Code of Understanding of this case, and (2) there is no justifiable ground for the defendants to confiscate the warranty bond of this case, and the defendants jointly and severally, pursuant to Article 12 (3) of the Code of Understanding of this case, have the obligation to pay the plaintiff the warranty bond of 315,010,454, 754 won and the following day from November 20, 2008 to June 25, 2009 to June 25, 2009 to June 29, 2006.

B) Summary of the Defendants’ assertion

As to this, although the Defendants agreed to conclude a final contract not later than December 29, 2008, as stipulated in the memorandum of Understanding of this case, regardless of whether or not the Plaintiff had a confirmation room, they refused to conclude a final contract by asserting contrary to the memorandum of this case, such as the relaxation of the payment terms, including the payment in the balance, etc., and thus, pursuant to Article 12(1) and (2) of the MOU of this case, the Defendants had already been cancelled by the notice of cancellation on January 22, 2009 of the Defendants, and the Defendants asserted that the performance bond and the interest accrued therefrom were legitimately confiscated.

(ii) the board;

A) Determination as to the assertion that the Defendants are obligated to provide opportunities for verification prior to the conclusion of the final contract

(1) Summary of the Plaintiff’s assertion

The plaintiff is an essential premise procedure in the stock acquisition transaction. The defendants are obligated to provide the Korea-Japan consortium prior to entering into the final contract for the stock transaction in this case pursuant to the letter of understanding of this case. The plaintiff asserts that it violates the principle of trust and good faith to confiscate the security deposit for reasons of the failure of the final contract without providing the defendants with the opportunity to verify the subject company due to significant changes in the corporate value of the subject company around December 29, 2008, which is the time of entering into the final contract of this case as stipulated in the letter of understanding of this case.

(2) Determination:

(A) According to the facts established earlier, the KIF determines the matters to be reflected in the final contract when entering into the instant MOU with the Defendants. Even if the confirmation room is not completed by December 29, 2008 or the final contract procedure has not been completed, the final contract shall be concluded not later than December 29, 2008 (Article 7(4) of the MOU). However, even if the confirmation room stipulated in the preceding condition for the termination of the transaction is the purchaser of the KIF due to reasons not attributable to the KIF, the final contract may be rescinded if it was not completed by March 30, 2009 (Article 8(2)6 Item 4, item 7 (e) and item 9 (c) of the same paragraph of the MOU). The Plaintiff’s assertion that there was no objective and obvious error or omission of the agreement between the parties to the agreement and the purchaser of the present case before the conclusion of the contract, and that there was no objective and obvious error in the agreement or omission of the agreement.

Therefore, prior to the conclusion of the final contract, the Defendants cannot be deemed to have had the duty to take measures so that the verification room for the target company may commence or complete the verification room, and rather, the Handi Consorium bears the duty to conclude the final contract, regardless of whether or not the final contract conclusion date has been completed or commenced, as stipulated in the letter of Understanding of this case.

(B) Furthermore, as alleged by the Plaintiff, it is difficult to view that the verification room prior to the conclusion of the final contract has to be commenced or completed, unlike the above, as stipulated in the letter of understanding of this case, as to whether the underlying fact was not known through preliminary investigation data and other public disclosure data, and it constitutes a special circumstance beyond the ordinary business activities of the target company or a mere market change, or that the Han Trisium constitutes a new change of significant situation that could not have been anticipated at all at the time of the conclusion of the letter of understanding of this case, as to the fact that the underlying fact was not known through the preliminary investigation data and other public disclosure data of this case, it constitutes a new change of situation that could not have been discovered at all at the time of the conclusion of the letter of understanding of this case, and the statement of evidence Nos. 11 through 13, 30, 57, 59, 60, and part of the witness Nonparty 1's testimony is insufficient to acknowledge it, and there is no evidence to acknowledge it otherwise.

(C) Therefore, the Plaintiff’s assertion on this part is without merit.

B) Determination as to the assertion that the verification room was absent due to the defendants' responsible reasons

1) Summary of the Plaintiff’s assertion

The plaintiff asserts that although the labor union of the target company prevented the actual inspection of the labor union, the defendants did not take specific and effective measures to resolve the actual inspection of the above labor union, and rather, they did not enter into an agreement on November 14, 2008 on the "Principles of Pre-Negotiation and Follow-up Death" against the labor union of the target company, the confirmation room did not begin before the time of the final contract.

(ii) the board;

(A) As to the fact that the defendant Industrial Bank did not enter into the verification room by mutual agreement against the labor union of the target company which prevented the defendant Industrial Bank from making a verification room, or by refusing the request for the provision of confirmation room data to the target company, the verification room is not sufficient to acknowledge the evidence as stated in the evidence No. 14 through 22, 52, 53, 55, 61, and 62, and all testimony of the non-party 1 and the non-party 6 are insufficient, and there is no other evidence to prove otherwise.

(나) 오히려, 한화컨소시엄은 피고들과 사이에 이 사건 양해각서를 체결함에 있어 본입찰제안서에 기재되어 있는 대상회사와 대상회사의 노동조합이 체결한 단체협약의 승계에 관한 사항, 고용보장범위 및 기간에 관한 사항을 준수하기로 한다는 내용(이 사건 양해각서 제8조 제2항 제5호 다목)과 한화컨소시엄 및 피고들이 최종계약 거래종결의 선행조건인 확인실사 완료를 위하여 최선의 노력을 다하여 서로 협조하고, 제3자의 방해 등으로 확인실사가 정상적으로 완료되지 못하는 경우에도 위 문제를 합리적으로 해결하여 본건 거래의 목적을 달성하기 위한 방안에 대하여 신의를 다하여 성실히 협의하기로 한다는 내용(이 사건 양해각서 제8조 제2항 제7호 마목, 같은 항 제9호 다목)을 최종계약에 포함시키기로 합의한 사실은 위에서 인정한 바와 같고, 갑 제4, 10, 14 내지 22, 55, 61, 62호증, 을 제2, 6, 9 내지 14, 25, 26, 46 내지 48호증의 각 기재, 증인 소외 7의 증언, 증인 소외 1, 소외 6의 각 일부 증언 및 변론 전체의 취지를 종합하면, ① 대상회사의 노조는 이 사건 주식 매각 절차가 본격적으로 실행되기 이전부터 정리해고 금지, 기존 단체협약의 승계, M＆A성과급 지급 등을 요구하면서 이를 관철하기 위하여 이 사건 양해각서 체결 이전인 예비실사단계에서도 이미 현장실사를 저지하였던 사실, ② 피고 산업은행은 노조의 실사저지 문제 등을 원만히 해결하기 위하여 입찰단계에서부터 한화컨소시엄을 포함한 입찰참여자들로 하여금 고용보장계획, 단체협약 승계 여부, 근로조건을 포함한 노사관계 발전계획을 입찰제안서에 포함시킬 것을 요구하였고, 이에 한화컨소시엄은 입찰제안서에 “노사관계발전을 위하여 100% 고용승계, 고용안정보장, 5년간 인위적 정리해고 금지, 노동조합 및 단체협약의 전면 승계, M＆A 격려금 지급하겠다.”는 취지를 기재하여 제출한 사실, ③ 대상회사 노조는 이 사건 양해각서 체결 전인 2008. 10. 30. 피고 산업은행에 이 사건 주식매각과 관련하여 고용승계 등 고용보장에 관한 사항, 기업회생성과금, 자사주 지급 등 종업원 보상에 관한 사항, 회사주요자산의 처분금지 등 회사발전에 관한 사항 등을 요구사항으로서 전달한 바 있는데, 한화컨소시엄 측이 본입찰제안서에 기재한 고용보장, 단체협약승계, 성과금 지급 등이 이루어지면 대상회사의 노조의 요구사항이 대부분 관철되어 실사저지가 해소될 수 있었던 사실, ④ 그러나 한화컨소시엄은 2008. 11. 25.경 당초 입찰제안서에 기재한 내용과 달리 피고 산업은행 측에 고용보장과 관련하여서는 고용승계는 원칙적으로 수용하나 인수이후 인적구조조정을 하지 않겠다는 보장을 할 수 없고, 완전한 고용보장 및 고용보장기간을 확약하는 것은 곤란하며, 단체협약 승계와 관련하여서는 승계하는 것을 원칙으로 하되 관행적으로 인정된 조합활동에 대하여 향후 실사를 통해 현황을 파악하여 정상적인 조합활동을 초과하는 부분에 대하여 수용할 수 없고, 종업원 보상과 관련하여서는 자사주 출연으로 인한 보상은 검토하고 있지 않으며, 한화가 지급할 새출발 격려금의 지급시기와 규모는 인수절차완료 후 검토할 예정이며, 경영성과에 대한 노고와 관련한 성과금에 관하여는 피고 산업은행 측에서 지급하여 확인실사가 가능하도록 하여야 한다는 입장을 표명하였던 사실, ⑤ 한화컨소시엄은 2008. 12. 23.경 개최된 노조와의 3자 면담에 있어서 한화컨소시엄은 우선협상대상자에 불과하여 협상에 임할 수 없다는 태도를 취한 사실, ⑥ 한화컨소시엄은 2009. 1. 7.경 피고 산업은행에 정밀실사로 회사 내용을 파악하기 전에는 노조와의 협의를 고려하고 있지 않으며, 본입찰제안서, 이 사건 양해각서 등에 명시된 노조관련사항을 공개하는 것에 반대한다는 입장을 전달한 사실, ⑦ 피고 산업은행 측이 대상회사의 노조를 상대로 “선협상·후실사 원칙”에 합의하여 준 적이 없는 사실, ⑧ 한화컨소시엄과 피고 산업은행은 이 사건 양해각서 체결 전부터 수차례에 걸쳐 확인실사자료 준비를 위한 교섭을 진행하여 왔고, 한화컨소시엄의 2008. 12. 15.자 자료제공요청에 관하여 피고 산업은행은 2008. 12. 17. 한화컨소시엄에 “그 요청자료가 실질적으로 확인실사자료에 해당하는 것으로서 이를 제공할 경우 확인실사기간이 개시되는 것이 될 수 있는바, 대상회사나 노조에 확인실사의 개시를 알리지 않고 핵심적인 회사정보를 제공하여 실질적인 실사작업을 시작하는 것은 노조와의 관계를 악화시켜 현장실사에 부정적인 영향을 미칠 수 있다는 점을 고려할 때 노조와의 협의를 통하여 정상적으로 실사가 개시될 수 있도록 협조하여 달라.”는 취지의 공문을 보냈던 사실 등을 인정할 수 있고, 갑 제55호증의 기재, 증인 소외 6의 일부 증언만으로는 위 인정을 뒤집기에 부족하다.

In light of the above facts, it was anticipated that the labor union member of the company at the time of conclusion of the above MOU as the result of the conclusion of the MOU as follows: (a) the confirmation room could have anticipated that the labor union member of the company at the time of conclusion of the above MOU could not start or complete within December 29, 2008, which was the time of conclusion of the final contract as stipulated in the MOU; (b) even though the Defendants sold the shares of this case were liable for the primary measure on the provision of the opportunity for confirmation room, under the MOU, the Korea-UF would not be obliged to cooperate with the Defendants in accordance with the principle of good faith if the verification room is not completed due to interference with the labor union, i.e., the fact that the Korea-U.S. company failed to reach an agreement on the provision of the MOU as much as possible, and that the Korea-U.S. company failed to reach an agreement on the implementation of the MOUUUUUUU's industrial cooperation.

(C) Therefore, the Plaintiff’s assertion on this part is without merit.

C) Determination as to the assertion of right to rescission due to the continuation of the state of paralysis of the domestic financial system

(1) Summary of the Plaintiff’s assertion

The Plaintiff asserts that, since the financial crisis that continued at the time of the conclusion of the instant MOU continues even after the conclusion of the instant MOU, and the acquisition financial transaction for corporate mergers was mostly suspended until the final conclusion of the instant MOU, making it impossible to raise funds under the financing plan included in the instant MOU impossible, the Plaintiff already acquired the right to rescission under Article 12(1)9 of the MOU prior to December 29, 2008, the final conclusion of the instant MOU.

(2) Determination:

In full view of the contents of evidence Nos. 23 through 26, 34 through 40, 43, 44, 55, and 63, and the testimony and arguments of Non-Party 1 of the witness, it is recognized that the Korea Communications Agency may somewhat find it difficult for the Korea Communications Agency to raise funds for acquiring the shares of this case at the time due to the hybrid-based financial crisis promoted in the United States.

However, considering the following circumstances: (i) the financial system cannot be concluded or most of the financial transactions cannot be deemed suspended due to the failure of Nonparty 2 to raise funds due to the changes in the economic situation, solely based on the following circumstances: (ii) the fact that the financial institution was unable to obtain funds for acquiring stocks of this case or the fact that it is difficult to obtain funds for acquiring stocks of this case due to the failure of Nonparty 2 to do so; (iii) there is insufficient evidence to acknowledge otherwise; (iv) it is difficult to view that most of the financial transactions continue to exist due to the failure of the financial system to obtain funds of this case since the fact that the acquisition financial transaction did not take place smoothly; and (iv) the 20th anniversary of the fact that the 4th anniversary of the fact that the 4th anniversary of the fact that the 9th anniversary of the 2nd anniversary of the conclusion of the 4th anniversary of the 4th anniversary of the fact that the 9th anniversary of the 2nd anniversary of the conclusion of the 4th anniversary of the 2nd of the 4th anniversary of the 3th anniversary of the 2nd of the 2nd of the 3rd of the 2nd of the 38th MO.

Therefore, the plaintiff's assertion on this part is without merit.

D) Determination on the assertion for rescission under Article 544 of the Civil Act

(1) Summary of the Plaintiff’s assertion

The Plaintiff asserts that the Defendants, on January 22, 2009, notified the Plaintiff of the cancellation of the instant memorandum of Understanding and the forfeiture of the performance bond, thereby declaring the intent of refusal of the performance of the instant memorandum of Understanding. Therefore, the Plaintiff asserts that the instant memorandum of Understanding was cancelled in accordance with Article 544 of the Civil Act on the grounds of the Defendants’ refusal of performance.

(2) Determination:

According to the facts acknowledged earlier, as to whether the notice of cancellation on January 22, 2009 constitutes an expression of intent to refuse the implementation of the letter of understanding of this case, and the facts acknowledged earlier, in entering into the letter of understanding of this case, the Hanified consortium concluded the final contract between the Defendants and the Defendants until December 29, 2008 (Article 7(4) of the letter of understanding of this case), regardless of whether the confirmation room and the price adjustment procedure have been completed, and without any substantial change in the final contract as provided by Article 8(2) of the letter of understanding of this case, the final contract shall be reflected in the final contract without any substantial change (Article 8 of the letter of understanding of this case), and where the final contract has not been concluded by December 29, 2008, the parties without any responsibility can rescind the letter of understanding of this case (Article 12(1)4 of the letter of understanding of this case).

However, unlike this bid proposal and the letter of understanding of this case, on December 29, 2008, when the time limit for the conclusion of the final contract as stipulated in the letter of understanding of this case was confirmed, the Institute refused to enter into a final contract pursuant to the contents agreed in advance pursuant to the letter of understanding of this case, requiring the mitigation of the terms and conditions for the payment of purchase price, such as the conclusion of the final contract, installment payment, and the extension of the time limit for payment, etc., and even though the defendant demanded the extension of the time limit for the conclusion of the final contract, the Institute of Korea, unlike the financing plan with the purport that it can raise approximately KRW 8.5 trillion, including approximately KRW 3.3 trillion won in cash owned by the affiliate company of the Korea Exchange Group for the acquisition of the stocks of this case at the time of the proposal of this case, did not unilaterally conclude the agreement with the purport that the remaining amount of share purchase, including approximately KRW 6.3 trillion won in cash holding, should be modified to the effect that it constitutes one of the remaining KRW 25 years after the agreement.

Ultimately, the final contract on the sale and purchase of the instant shares is deemed to have not been concluded by the Korea-Japan consortium, which is the purchaser, for the reasons that the final contract was not concluded by December 29, 2008, on the ground that the final contract was not concluded by December 22, 2009, by the notice of cancellation as of January 22, 2009, by the Defendants, to the effect that the Defendants had lawfully rescinded the instant memorandum of understanding on the grounds that the final contract was not concluded by December 29, 2008, and therefore, it cannot be said that the Defendants expressed their intent to refuse to comply with the instant memorandum of understanding by the notice of cancellation as of January 22, 2009.

Thus, the plaintiff's above assertion is without merit.

E) Determination on the assertion of cancellation under Article 12(1) of the MOU of this case

(1) Summary of the Plaintiff’s assertion

As the Plaintiff did not enter into the final contract within December 29, 2008 as the confirmation room was not commenced before December 29, 2008, which was the time of the final contract conclusion, due to the Defendant’s fault attributable to the Defendant’s side, the Plaintiff asserts that, pursuant to Article 12(1)4 of the MOU, it is impossible to complete the transaction under the MOU as the status of the closing of the domestic financial system continues for a considerable period of time, and most of the financial transactions were suspended, so it is impossible to complete the transaction under the MOU, as the status of the closing of the domestic financial system continues for a considerable period of time under Article 12(1)9 of the MOU, 209.

(2) Determination:

In this case, prior to the notice of cancellation on June 18, 2009, the notice of cancellation issued by the Defendants on January 22, 2009, the notice of cancellation was already lawfully rescinded. Furthermore, the Defendants cannot be obliged to provide the Defendants with the opportunity for confirmation prior to the conclusion of the final contract pursuant to the letter of understanding of this case, and instead, the Hanified consortium shall not be obliged to conclude the final contract prior to December 29, 2008, regardless of the commencement or termination of the confirmation room, and it cannot be said that the confirmation room was nonexistent due to the Defendants’ causes attributable to the Defendants, and it cannot be said that the confirmation room did not go through due to the occurrence of the final financial crisis, and that most financial transactions continued for a considerable period of time and most financial transactions were suspended. Therefore, the Plaintiff’s above assertion is without merit.

F) Determination as to the assertion of refund of performance bond on the ground that there is no justifiable ground for forfeiture of performance bond

1) Summary of the Plaintiff’s assertion

The plaintiff asserts that, even if the bill of understanding of this case was lawfully rescinded by the defendants' notice of cancellation on January 22, 2009, in light of all circumstances such as the process of conclusion of the letter of understanding of this case, the confirmation room is not carried out, and the continuation of financial crisis situation, it cannot be said that the KIF did not conclude the final contract without any justifiable reason, on the sole basis that the KIF proposed payment in installments, change of the payment period, reasons for cancellation of the final contract, additional statement of the target company, reasons for cancellation of the final contract, statement and guarantee of the target company, and addition of damages liability clause for the violation. Thus, the defendants cannot confiscate the performance bond pursuant to Article 12 (2) 4 of the letter of understanding of this case.

(ii) the board;

However, Article 12 (2) 4 of the MOU of this case provides for the reasons for forfeiture of performance guarantee money in the case of failure to conclude the final contract by December 29, 2008, which is the time point for conclusion of the final contract without justifiable reasons, such as where the Han consortium made an assertion contrary to the contents of the MOU of this case, the proposal of this case, the allegation that it conflicts with the contents of the MOU of this case, the principle of good faith, and the content of the transaction in this case, or making a remarkably unreasonable request in light of the contents of the transaction in this case, etc., and it is not reasonable to conclude the final contract by December 29, 208, regardless of whether the confirmation room begins or terminates pursuant to the MOUU of this case, it is necessary to assume the duty to conclude the final contract in accordance with the terms and conditions of transaction already agreed through the MOU of this case, such as mitigation of the terms and conditions of payment for balance payment, the period of payment, and the conclusion of the final contract after the completion of the confirmation room.

B. Determination as to the allegation of reduction

1) Summary of the Plaintiff’s assertion

The plaintiff asserts that the provision of forfeiture of performance bond under Article 12 (2) of the MOU of this case constitutes an estimate of damages amount, and that the above provision does not reach the final conclusion of the contract due to the fault of the defendants, the above provision of forfeiture of performance bond takes the part of forfeiture structure, and that the amount of performance bond exceeds approximately KRW 315 billion in light of the conclusion of the MOU of this case and the circumstances leading up to its cancellation, the amount should be reduced drastically. The plaintiff asserts that the above provision of forfeiture of performance bond is not an estimate of damages amount but an excessive excessive amount, and thus it is against good morals and other social order, even if the above provision of forfeiture of performance bond is not an estimate of damages amount.

(ii) the board;

8) The following circumstances revealed in the process of examining the evidence and the entire pleadings, i.e., Article 12(2) of the MOU explicitlys that the performance bond and its generation will belong to the Defendants as a penalty for breach of contract; ② although the performance bond, etc. reach approximately KRW 320 billion, it cannot be deemed that the amount would be excessive because it was merely 5% of the subscription price of the instant shares, which would have been difficult to prove the occurrence of damages and the amount of damages incurred to the Defendants, even after the conclusion of the instant contract, and the fact that the Defendants would not have been able to enter into the instant contract with the view to ensuring that the Defendants would not have been able to enter into a new agreement with the view to ensuring that the Defendants would not have been able to enter into a new agreement with the view to ensuring that the Defendants would have been able to enter into a new agreement with the view to prompt sale of the shares, including the fact that the Defendants would have been able to enter into the instant contract with the view that it would not affect the final sale of the shares.

In addition, even if the above provision on forfeiture of the performance bond, etc. falls under the scheduled amount of damages, in light of the above circumstances, since the amount cannot be deemed to be excessive, it is reasonable that it does not reduce it.

Therefore, the plaintiff's above assertion is without merit.

3. Conclusion

Therefore, the plaintiff's claim against the defendants of this case is dismissed as it is without merit. It is so decided as per Disposition.

Judge Yellowified (Presiding Judge) For the highest number of hydrogens

(1) According to the contents of the MOU as seen earlier, in the event that the verification room is not completed due to the buyer’s failure to take responsibility even after the date of the conclusion of the final contract ( March 30, 2009), the Korea-Japan consortium, the buyer, has a safety device to cancel the final contract and refund the down payment.