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Reasons
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(영문) 서울고등법원 2014.09.18 2013나2017498
영업양도금
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1. The judgment of the court of first instance, including the claim of the plaintiff (Counterclaim defendant) corporation A, which was expanded in the trial, is as follows.

Reasons

1. Basic facts

A. Plaintiff A is a corporation with the purpose of electrical construction business, etc., and Plaintiff B served as Plaintiff A’s representative director from August 28, 2007 to December 15, 2009. Defendant C is a corporation with the purpose of electrical construction business, etc., and Defendant D is the actual owner of Defendant C, who works as representative director from June 30, 201.

B. Around August 2009, Defendant D, the actual owner of Defendant C, requested the E, who provided consulting services for the electrical construction business, to inquire about whether there is any material to take over the electrical construction business.

C. On December 1, 2009, the above E drafted a transfer agreement by corporate division between Defendant C and its father, on behalf of Defendant C, with the content that Defendant C would take over the part of the electrical construction business from Plaintiff A (hereinafter “instant contract”). The main content is as follows.

[Contract of Transfer by Corporation Division] (A): A: Article 1 of C: Details and scope of transfer

1. The portion of the electrical construction business shall be transferred in installments;

2. All investment securities invested by the electricity mutual aid association in which the company has invested;

3. Article 3 of the rights and obligations of the electrical construction business: see the Assignment and Agreement of Acquisition by Transfer;

1. The transfer proceeds shall be 300,000,000 won per day ( 300,000 won); and

Article 4:See Agreement on the Method of Payment for Price

1. Down payment: 12/7 of 12/7 of the 12/2th day payment, in the case of lump sum nives (200,000,000 nives) nives; and

3. Balance: To pay the 30 December 2009, in lump sum gold (100,000,000 Won).

(Transfer Transfer Date) Article 5: (Liability 1) A bears responsibility for obligations added to separate statements of obligations, and B succeeds to the obligations of the Electric Financial Cooperative only.

1. The present contract shall be in accordance with the terms of the concluded agreement ( November 30, 2009) and the agreement shall prevail.

Plaintiff

A shall divide the business part of the electrical construction business on December 9, 2009 to the defendant.

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