The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Purport of claim and appeal

1. Purport of the claim.

1. The reasoning of the court’s explanation concerning this case is as follows, and thus, it is consistent with the reasoning of the judgment of the first instance except for the following additional determination, thereby citing it as it is in accordance with the main sentence of Article 420 of the Civil Procedure Act.

(The findings of fact and judgments of the first instance court shall not be different, even considering the allegations and evidence added in the trial. 2. Additional decision

A. The summary of the defendant's assertion that E transfers the status of purchaser of the contract of this case to the plaintiff constitutes a transfer of the whole or essential part of the business under Article 374 (1) 1 of the Commercial Act, and thus a special resolution of the general meeting of shareholders is required. Therefore, the above transfer contract is null and void.

B. 1) The term "transfer of the whole or essential part of the business" under Article 374 (1) 1 of the Commercial Act, which requires a special resolution of the general meeting of shareholders, means a transfer of the whole or essential part of the business, which is organized for a certain business purpose, and which must be accompanied by a succession of the whole or essential part of the business operation of the transferring company by the acquiring company. Thus, the mere transfer of the business operation property does not constitute a transfer of the transferring company. However, if the disposal of the business operation property results in the same result as the transfer or discontinuation of the whole or part of the business operation of the transferring company, a special resolution of the general meeting of shareholders is required (see, e.g., Supreme Court Decision 2004Da13717, Jul. 8, 2004). 2)

(E) there is no evidence to prove that such transfer has resulted in the same result as the transfer or abolition of all or part of the company business in E.

Therefore, the defendant.