1. Revocation of the first instance judgment.

2. All of the plaintiff's claims are dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. The following facts do not conflict between the Parties:

On November 19, 2013, the Plaintiff entered into a contract with the Defendant to pay KRW 20 billion on November 20, 2013 (hereinafter “instant sales contract”) to pay KRW 300 million on November 20, 2013, and KRW 300 million on November 29, 2013, and KRW 1 billion on December 20, 2013 (hereinafter “instant sales contract”).

B. As between November 20, 2013 and May 2, 2014, the Defendant, as a withholding agent, deducted KRW 467,137,440, which is the dividend income tax to be paid to the tax authority, and paid KRW 2,832,862,560, which is the balance, to the Plaintiff.

2. Determination on the claim for the payment of the purchase price

A. In order to seek payment of KRW 467,137,440, which is the balance of the purchase price of this case, which was not yet paid by the Plaintiff against the Defendant (i.e., KRW 3.3 billion - KRW 2,832,862,560), the Defendant acquired the shares issued by the Defendant from the Plaintiff through the instant purchase and sale contract for the purpose of retiring shares. As such, the instant sale and sale contract constitutes not the transfer of shares, but the retirement of shares or the refund of capital, and thus, the amount of the purchase and sale contract to be received by the Plaintiff from the Defendant is deemed as income dividend. Thus, the Defendant, as a withholding agent, is liable to pay the above KRW 467,137,440, as dividend tax, etc., and actually paid to the tax authority,

B. Determination 1 of the Income Tax Act provides that the payer of income under the Income Tax Act bears the obligation to pay withholding taxes on the premise of the beneficiary’s tax liability. Therefore, in a case where the beneficiary’s original tax liability is not established, the payer’s obligation to pay withholding taxes cannot be established, and in order to establish the beneficiary’s original tax liability.