1. We dismiss the part of the plaintiffs' primary claims seeking invalidation of establishment of the defendant.

2. The plaintiffs remaining.

Basic Facts

The defendant is a limited liability company established on August 12, 2013 for the purpose of real estate enforcement, development, etc.

The plaintiffs are the members of the defendant.

[Based on recognition, the Plaintiffs’ assertion to the purport of Gap evidence No. 1 and Eul evidence No. 6, and the purport of the entire pleadings is as follows: (a) the Plaintiffs entered into an investment contract with the Defendant regarding No. 1, F, G, H, and I among the instant buildings for the purpose of purchasing part of the area D6,715 square meters of Sejong Special Self-Governing City (hereinafter “instant building”); and (b) paid contributions to the Defendant.

The above investment contract provides that a member waives his right or delegates it to the managing member, so the member is unable to participate in the operation of the defendant, while the contract is terminated and the return of investment is made in a favorable manner only to the defendant, limiting the subject and timing of distribution of residual property, and only to the defendant. Therefore, it constitutes an abuse of the limited liability company system and thus is contrary

The defendant did not state that the above investment contract was different from the general sales contract, and recommended the plaintiffs to conclude the contract, and did not state enough explanation about the difference between the investment contract and the sales contract, the defendant's articles of incorporation, the defendant's governance, business structure, etc.

As such, the contents of the above investment contract are the terms and conditions, and the Defendants, who did not explain them, cannot assert them as the contents of the contract.

In addition, the contents of the above investment contract will lose fairness, and it is difficult to expect in light of all circumstances, such as the type of contract transaction, and it is not effective because it limits the essential rights of the contract to the extent that it is impossible to achieve the purpose of the contract.

In addition, the above investment contract denies the employee's right to withdraw, which is effective as it constitutes a clause that excludes the customer's right to cancel or terminate the contract in accordance with the law or limits the exercise of the right.