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Reasons
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(영문) 대전고등법원(청주) 2019.01.23 2018나3190
계약금반환
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1. The plaintiff's appeal is all dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Basic facts

A. 1) Plaintiff A is a company that carries on real estate rental business, etc., and Defendant C (hereinafter “Defendant C”) is a company that is a party.

(2) Around February 2012, Defendant B owned 58% of Defendant C’s shares (total number of outstanding shares 192,000 shares). (2) D Co., Ltd. (hereinafter “D”) was changed to E on June 11, 2012, and Defendant B was a company engaging in a construction project implementation, etc.; and Defendant B was a representative director from January 3, 2010 to April 16, 2012.

around February 2012, Defendant B owned 28,500 shares (9.5%) among the total 300,000 shares issued by D, and Defendant C owned 78,755 shares (26.25%).

B. On February 21, 2012, the Plaintiff entered into the instant share transfer agreement between the Plaintiff and the Defendants (i) with Defendant B, and 28,500 shares owned by Defendant B (hereinafter “B-owned shares”)

between Defendant C and Defendant C, 950,000,000, and between Defendant C and Defendant C, 78,755 shares of Defendant C (hereinafter “C-owned shares”)

2) According to the agreement on the transfer and acquisition of shares in KRW 2,625,00,000 (hereinafter “each of the instant agreements”) and each of the said shares is “each of the instant shares.”

) As the down payment on the above contract date, Defendant B paid each of KRW 100 million to Defendant C and KRW 300 million to Defendant C. 2)

1. Types of stocks: D common stocks; and

2. Par value of stocks: 10,000 won per share;

3. Quantity of stocks: 28,500 common stocks.

4. Amount of acquisition by transfer: 950,000,000 won (per one hundred and fifty million won per share);

5. Terms and conditions of payment and acceptance (the separate agreement shall prevail over this contract) ① This contract shall be concluded upon the receipt by Defendant B of the down payment of KRW 100,000,000.

2) The part payments of KRW 150,000 (payment, February 22, 2012) plus KRW 700,000 (payment, February 22, 2012) (payment, March 23, 2012) ③ The defendant B guarantees that the shares were not transferred to others.

④ The Plaintiff’s failure to pay intermediate payments and remainder after this contract is concluded.

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