1. The plaintiff (Counterclaim defendant)'s primary and preliminary principal suit against the defendant (Counterclaim plaintiff) is dismissed.

2...

Basic Facts

The Plaintiff developed “D” around 2006, while running a franchis restaurant and factory based on the said product, and operated the franchise business with Defendant B around April 2012, the Plaintiff and Defendant B entered into an agreement with Defendant B by holding 50:50 shares in the franz franchise business as a club business. The Plaintiff agreed to provide money manufacturing method and so on and provide money to Defendant B.

Accordingly, Defendant C Co., Ltd (hereinafter “Defendant Co., Ltd”) was established on May 17, 2012 for the purpose of operating the above franchise business.

Defendant C operated a franchising restaurant with the trade name of “E”; Defendant Company entered into a franchise agreement with each franchising store operator; Defendant Company ordered the volume to the Plaintiff after collecting orders from each franchising store; Defendant Company received food materials, such as franchis and so on from the Plaintiff; and Defendant Company received the said food materials from the Plaintiff; and Defendant Company supplied each franchising operator with the said food materials.

(i.e., no direct transaction of the supply of food materials between each member shop operator and the plaintiff. The plaintiff and the defendant B agree on the liquidation of the same business with respect to the defendant company between the plaintiff and the defendant company as follows:

1. The Plaintiff and Defendant B agree to hold the sole ownership (100%) of Defendant B through the implementation of this Agreement by the Defendant Company, which currently holds 50% shares.

2. The Plaintiff is deemed to retire as of February 20, 2014, and the retirement allowance is set off against the Plaintiff’s debt of KRW 50 million borrowed from Defendant B as the payment for shares.

3. The plaintiff's performance (1) is that 50% of the shares of the defendant company held by the plaintiff conduct transfer procedures to the defendant B, and is not involved in all the management and all the grounds of the defendant company.

4. Matters to be implemented by Defendant B (1) Defendant B’s shares, trademark rights, and franchise stores.