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(영문) 서울고등법원 2014.09.18 2014나16984
청구이의
Text

1. Revocation of the first instance judgment.

2. The defendant shall pay to the plaintiff KRW 400,000,000, and it shall be from November 21, 2008.

Reasons

1. Facts of recognition;

A. A. Around November 2007, D requested the Defendant to raise funds with the intent to take over the Plaintiff’s shares and management rights from G, the actual manager of the Plaintiff (formerly named B Co., Ltd.). In response, the Defendant raised the initial down payment of KRW 1 billion.

The shares to be sold shall be 2.3 million registered common shares (13.52% of the total issued shares as of the date of conclusion of the contract), and the subscription price for shares shall be 14.57 billion won, but the transferor shall appoint D immediately after the conclusion of the contract, appoint D as a manager and have him/her conduct the management and verification of the company, and adjust the sale price by mutual consultation according to the results of the subsequent verification.

The transferee shall pay the down payment of KRW 1.6 billion to December 3, 2007, the intermediate payment of KRW 1.69 billion to December 18, 2007, the intermediate payment of KRW 5.359 billion to the company until December 18, 2007, and the balance of KRW 5.359 billion to the company until December 27, 2007, and the end of January 2008, and deposit KRW 5.6 billion to the company until the end of December 2007.

If a direct financial loss has occurred to the transferee due to the occurrence of an overseas debt or contingent debt other than those presented by the company to the transferee, the transferor shall compensate the transferee for the loss.

The transferee shall immediately appoint the D as the manager and delegate and succeed to the management rights and responsibilities of the company.

Where the contract is terminated without any important cause attributable to the other party before the date of the provisional general meeting of shareholders of the company after the date of the contract, 50% of the subscription price received if the transferor notifies the termination, and 50% of the subscription price already paid if the transferee notifies the termination, and if the contracting party fails to perform or delays the obligation under the contract, the contracting party shall terminate the contract through the highest procedure, and the party liable shall compensate for restitution and any losses incurred thereby.

B. On December 3, 2007, the Defendant borrowed the shares of G in the name of the Chungcheong Press Foundation, which is a major shareholder.

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