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1. The plaintiff's claims against the defendants are all dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The Plaintiff is a company aimed at manufacturing rolling stock. Defendant B is a director of D Co., Ltd. (E Co., Ltd. on March 27, 2006; “F Co., Ltd.”; on July 26, 2006; and on May 31, 201, “G Co., Ltd.”; hereinafter “D”); and Defendant C was an auditor of D.
B. On December 30, 2005, the Plaintiff entered into a share transfer contract (hereinafter “instant share transfer contract”) with H, who was a major shareholder of D and the representative director, to transfer D’s 615,69 shares and management rights owned by H to the Plaintiff, and to cooperate with D’s 1,483,048 shares owned by H to be transferred to the Plaintiff by the Plaintiff. As such, the Plaintiff entered into a share transfer contract (hereinafter “instant share transfer contract”) with a total amount of 2,098,747 shares to be transferred to the Plaintiff by 36,98,000 shares.
C. On the same day, the Plaintiff entered into a subsidiary agreement with H to the effect that even if there was a window dressing accounting of D in order to excessively appropriate sales and profits prior to the conclusion of the instant share transfer agreement, the Plaintiff would not be held liable for the violation of the statement and guarantee obligation against H (hereinafter “instant subsidiary agreement”).
The Plaintiff paid the down payment of KRW 3.6 billion to H on the same day, and the remaining transfer price until July 7, 2006, respectively, and acquired D’s shares.
E. On August 14, 2006, the Plaintiff drafted a separate share sales contract with the content that the Plaintiff acquires 615,699 shares of H acquired by the Plaintiff through the share transfer contract of this case to KRW 15,905,370,000.
F. The Plaintiff, as of October 15, 2008, increased the purchase price of KRW 15.95.37 billion as stipulated in the sales contract of August 14, 2006 between H and D, as of October 15, 2008, to KRW 16.95.37 billion, and the Plaintiff paid the increased purchase price to H, KRW 1.0 billion, and for this purpose, deliver to H a promissory note with three-month maturity issued by the Plaintiff by October 17, 2008.