The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined.

1. As to Defendant Company’s ground of appeal

A. The lower court determined that the share transaction agreement between the Plaintiff B and the Defendant constitutes “unfair juristic act” under Article 104 of the Civil Act, since there exists a significant imbalance between benefits and consideration, and this constitutes a “unfair juristic act” under the following grounds:

In other words, the Plaintiff B and F, a de facto representative of the Defendant Company, entered into the instant stock transaction agreement with the purpose of transferring all of the shares of the Plaintiff Company G (hereinafter “G”) owned by the Plaintiffs to the Defendant Company, with the aim of transferring the entire shares of the Plaintiff Company G (hereinafter “G”), as a whole, on the ground that the instant stock transaction agreement was divided into the two-stage performance procedures under the said company acquisition agreement and the transaction agreement, and the details of the transfer price, the amount of the transfer price, the payment method, and the timing, etc. are different. Thus, whether the instant stock transaction agreement constitutes an unfair juristic act should be determined not only on the acquisition of the instant company, but also on

In addition, the share transaction agreement of this case is paid by the Plaintiff B for the transfer of the entire shares of G to the Defendant Company by deducting the debt amount of G fixed through the due diligence procedure from the amount of KRW 9.4 billion. Thus, from this perspective, it is difficult to view that there exists a significant imbalance between the payment and the consideration.

① Once Plaintiff B received KRW 142,843,00 from Defendant Company in accordance with the terms and conditions of the instant corporate acquisition agreement, it is necessary to deliver all documents necessary for Defendant Company’s acquisition and management rights, transfer of ownership, and registration. At that time, Plaintiff B’s total amount deducted from the total amount of asset value of G’s type of asset, reaches KRW 4,792,841,968, and under the instant corporate acquisition agreement.