Law Firm Humart Co., Ltd. (Law Firm Squa, Attorneys Han-seok et al., Counsel for the plaintiff-appellant)

Defendant-Counterclaim (Law Firm Sepon, Attorneys Choi Jong-soo et al., Counsel for the defendant-Counterclaim plaintiff-appellant)

June 12, 2015

1. The Defendant (Counterclaim Plaintiff) paid KRW 80,000,000 to the Plaintiff (Counterclaim Defendant) simultaneously with the delivery of the picture as indicated in the separate sheet from the Plaintiff (Counterclaim Defendant).

2. The Plaintiff (Counterclaim Defendant) shall pay to the Defendant (Counterclaim Plaintiff) 5,109,492,590 won with 5% interest per annum from November 1, 2012 to July 3, 2015 and 20% interest per annum from the next day to the day of full payment.

3. The remaining claims of the Plaintiff (Counterclaim Defendant) and the remaining claims of the Defendant (Counterclaim Plaintiff) are dismissed, respectively.

4. The costs of lawsuit are assessed against the Plaintiff (Counterclaim Defendant) and the remainder, respectively, by the Plaintiff (Counterclaim Plaintiff).

5. The above paragraphs 1 and 2 can be provisionally executed.

The principal lawsuit: The Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) shall pay 13,230,527,410 won to the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) and the amount calculated by the rate of 20% per annum from the day following the delivery of a copy of the complaint of this case to the day of complete payment (the Plaintiff shall claim return of unjust enrichment with respect to the portion on which the Plaintiff seeks the payment of excessive remuneration payment amount of KRW 18,260,000,000 and damages for delay, the Plaintiff shall be entitled to selective claim for damages under Article 399(1) of the Commercial Act, damages under Article 399(1) of the Commercial Act, or damages under Article 750 of the Civil Act, and shall be entitled to claim damages under Article 399(1) of the Commercial Act or Article 750 of the Civil Act with respect to the portion on which the Defendant seeks the payment of the difference of construction contract amount of KRW 7,395,00,000 and damages for delay.

Counterclaim: The plaintiff shall pay to the defendant 5,205,135,020 won and the amount calculated by the ratio of 5% per annum from May 19, 2012 to the service date of a duplicate of the counterclaim of this case, and 20% per annum from the next day to the day of complete payment.

1. Basic facts

A. Status of the parties

The Plaintiff Company is a corporation that runs the wholesale business, retail business and service business, the Internet and commercial transaction business, and the logistics choice service business, etc. of household appliances, and the Defendant was working as a director of the Plaintiff Company from January 20, 1998 to October 31, 2012 (the representative director from November 30, 200 to April 25, 2012) (Evidence 1).

B. The process of acquiring the Plaintiff Company

1) On April 2005, a private equity fund equity fund equity investment fund equity partner Lathers Lathers Limited ? LUX CE S.A.R.I. ? Korea CE Hemings ? Hathers ? 100% of the shares of the Plaintiff company from employees including the Defendant (Evidence 8).

2) On December 9, 2007, having entered into a contract to purchase 100% of the Plaintiff Company’s shares from the said Korea’s CE Stock Holdings in KRW 1,950 billion. Accordingly, on December 18, 2007, the so-called so-called so-called so-called the so-called so-called the so-called “Sul-up Holdings Holdings Co., Ltd. (hereinafter “Sul-up Holdings”) established a special purpose company to acquire the Plaintiff Company, and then transferred the status of purchaser of the said share sales contract to the so-called so-called so-called so-called so-called “Sul-up Holdings Holdings”), and acquired 100% of the Plaintiff Company’s shares through the so-called so-called “Sul-up Holdings Holdings” (Evidence No. 8).

3) After the merger on June 2, 2008, the so-called Plaintiff Company merged the surviving company with the Plaintiff Company, and the extinguished company following the merger with the so-called so-called so-called so-called so-called so-called “B” brokerage (No. 1, No. 3-3, and No. 8).

4) On June 201, the Plaintiff Company listed on the Korea Exchange Stock Exchange (Korea Stock Exchange). On July 6, 2012, shot shopping Co., Ltd. purchased the Plaintiff Company’s shares 15,403,274 shares (65.25% shares ratio) from the Defendants and six other (6) companies (No. 11).

C. Payment of remuneration to the defendant

1) The articles of incorporation of the Plaintiff Company prescribed the following matters with respect to the decision of the representative director’s remuneration before the amendment and enforcement of December 28, 2010 (No. 3-1 through 5).

Article 31-2 (Authority of Board of Directors) The board of directors, including in the main text, shall have the authority to decide on all important matters concerning the management of the company, except as otherwise provided in the Act or the articles of incorporation. The following matters are necessarily subject to a resolution of the board of directors:

2) The articles of incorporation of the Plaintiff Company was amended on December 28, 2010, and Article 31-2 related to the decision of the representative director’s remuneration was deleted. Article 34 was amended as follows (No. 3, No. 6, No. 7).

Article 34 (Remuneration and Retirement Pay of Directors) (1) The remuneration of directors shall be determined by the general meeting of stockholders.

3) The general meeting of shareholders of the Plaintiff Company determined only the remuneration limit for the director’s remuneration limit (including KRW 22 billion in 2008, KRW 20 billion in 209, KRW 20 billion in 2010, and KRW 21 billion in 2011 as remuneration for each director (including auditors and executives in 2008) (including evidence 5).

4) The Defendant’s annual remuneration was KRW 1.92 billion from around 2005 to January 2008 (Evidence No. 14), and KRW 4.8 billion from February 2008 to April 201, 2008, and was paid the Plaintiff’s annual remuneration and incentives of KRW 25,975,137,170 as follows (Evidence No. 6). However, there was no resolution of the board of directors which determines the specific remuneration amount of the Plaintiff’s director including the Defendant in addition to the above general meeting of shareholders.

6,178,178,109,080 won in total for the ticket period included in the main sentence 7,614,712,711,26,970 won in total 8,817,226,970 won in total 1,09,270,270,109,080 won in total 7,614,712,711,226,970 won in total 1,806,800 won in total 8,817,226,970 won in total, 208,278,8308,278,308,300 won in total,308,8308,79,717,297,707,307,970,700 won in total;

D. A contract for construction work with respect to the ▽▽▽▽▽ Construction

1) A company that is held by 80% of its outstanding shares and 80% of its outstanding shares and owned by the ▽▽▽▽▽▽▽▽▽▽△△△△△ (hereinafter referred to as the “▽▽▽▽△”) and the remaining 20% of its outstanding shares and held by Nonparty 19, respectively. The ▽▽▽▽▽▽▽▽▽▽▽△ is a company in which the Defendant’s 20% of its outstanding shares and 10% of its outstanding shares are owned by Nonparty 20, Nonparty 19, and Nonparty 21, and Nonparty 30% of the Defendant’s 21’s her her son.

2) ▽▽▽▽▽건설은 2009. 2.경 춘천시 (주소 생략)에 건설하던 ☆☆☆☆☆ 골프장의 시공사로 선정되었으나, 2010년이 되어서도 골프장 공사에 착공하지 못하는 등 공사실적이 없어 건설업 면허가 정지될 상황에 있었다.

3) Around May 24, 2010, the Defendant entered into a construction contract with the Plaintiff Company on a contract for the construction work of the construction work of the building work of the building work of the building work of the Hart Incheon △△ branch in the amount of KRW 1.42,417 million, and around November 1, 2010, the Defendant entered into a contract for the construction work that had the Plaintiff Company enter into a contract for the construction work of the building work of the Egypt △○ branch in the amount of KRW 1.9558,000,000 (Evidence evidence 7-1 and 2) (hereinafter the above construction contract of each of the instant construction work).

4) ▽▽▽▽▽건설은 2010. 5. 25. 인천 △△지점 하아마트 신축공사의 전부를 ◎◎◎◎◎건설(이하 ‘◎◎◎◎◎건설’이라 한다), 주식회사 ◁◁◁◁개발(이하 ‘◁◁◁◁개발’이라 한다)[양 회사의 실질적 운영자는 소외 15로 동일하고 같은 사무실을 사용하고 있다(갑 제17호증)]에게 나누어 공사대금 12억 9,470만 원에 하도급하였고, 2010. 11. 3. □□점 하이마트 신축공사의 전부를 역시 위 두 회사에 나누어 공사대금 17억 8,002만 원에 하도급하였다(갑 제10호증의 1, 2, 갑 제11호증의 1, 2).

5) 이 사건 각 공사도급계약의 공사대금은 ▽▽▽▽▽건설이 주도적으로 정한 것이 아니라, 원고 회사가 먼저 ◎◎◎◎◎건설 및 ◁◁◁◁개발을 운영하는 소외 15를 접촉하여 그로부터 견적을 받은 다음 그 공사대금에서 약 10%를 가산하여 정한 것이다(을 제11호증).

6) In accordance with the contract for each of the instant construction works, the Plaintiff Company paid the total of KRW 1.427,251,000, and KRW 427,251,000 on June 7, 2010, and KRW 569,668,00 on September 1, 2010, and KRW 1.42,417,00,000 on the construction cost of the new construction of the Incheon △△△ branch (hereinafter “△△ branch”) with the construction cost of the new construction of the △△ branch. The Plaintiff Company paid KRW 587,40,00,000 on November 16, 2010, KRW 587,40,00,000, KRW 00 on December 13, 2010, KRW 7830,000 on March 17, 2017, KRW 17,000, KRW 38100,000.

(e) Sale and purchase of forest owned by the defendant;

In the second half of 2008, the Plaintiff Company extended its head office to the 8th floor of the building, and due to its expansion, the Plaintiff Company’s officers and employees were aware of the 8th floor space on the wall surface of the street and decided to purchase the picture in the attached sheet (hereinafter “the picture in this case”) held by the Defendant during the process of finding out the 80,000,000 won of the picture in this case from the Defendant on January 12, 2009 (However, the seller’s name was Nonparty 23, who is in charge of landscaping of the golf course constructed by Nonparty 20), and thereafter paid the above sales price to the above Nonparty 23 designated by the Defendant. However, in the process of concluding the above sales contract, there was no approval from the Plaintiff Company (Evidence 12-1, 2, 3, 42, No. 12-2).

F. Payment of expenses to the Defendant’s spouse

The Defendant had the Plaintiff Company pay KRW 88,267,430 in total for two years and three months from March 2010 to May 2012, 2012, as remuneration for drivers [the 16th driver’s license (from March 2010 to June 6, 2010) and Nonparty 17 (from July 2010 to May 5, 2012] of the Defendant’s spouse Nonparty 18 (Evidence 13-2).

(g) Declaration of offsetting with retirement allowances;

On November 14, 2012, the Plaintiff Company expressed the Defendant’s intent to offset the total amount of KRW 5,205,135,020 after retirement allowance tax against the Plaintiff Company by using approximately KRW 18.4 billion of the amount of damage claim against the Defendant of the Plaintiff Company as an automatic bond. The said declaration of intent reached the Defendant around that time (Evidence A No. 15).

(h) The progress of criminal cases;

1) On April 16, 2012, the Defendant ordered that his basic annual salary be increased by 4.8 billion won without undergoing lawful procedures, such as resolution by the board of directors, etc. on April 16, 2012 (Seoul Central District Court 201Da450, 2013Ma319 (Joint) and received monthly remuneration of 5.6 billion won from February 25, 2008 to April 12, 201, and embezzled the aggregate of 17.2.6 billion won from May 12, 201 to April 201 [Violation of the Act on the Aggravated Punishment, etc. of Specific Economic Crimes (Embezzlement)] ① The Defendant’s family company’s construction business was suspended by stockpiling 20 billion won to the Plaintiff 1.5 billion won with the knowledge of the fact of new construction or new construction work’s new construction work’s new construction work’s new construction work’s new construction work’s new construction work’s new construction work’s 205 billion won.

2) After January 22, 2015, the above court found the Defendant guilty of some criminal facts other than the above (i.e., (ii) and (iii) and sentenced the Defendant not guilty of the remainder of the criminal facts including the crime (Evidence (Evidence (Evidence (8)). The above judgment of the first instance court appeals both the Defendant and the Prosecutor, and is currently pending in the appellate court as Seoul High Court No. 2015No478.

[Ground of Recognition] The facts without dispute, Gap evidence 1, Eul evidence 2-1, Eul evidence 2-1, Eul evidence 3-7, Gap evidence 5-7 through 10, Gap evidence 6-1, Gap evidence 7-2, Gap evidence 8-1, 2, 3, Gap evidence 9-1, 10-2, Gap evidence 11-1, 2, Gap evidence 12-1, 2, 13-1, Gap evidence 13-2, Gap evidence 15, and 17-1, Gap evidence 7-2, Gap evidence 8-2, Gap evidence 9-1, 2, 3, Gap evidence 11-1, 12-1, 2, Gap evidence 13-1, 15, and 17-17, the purport of the whole pleadings

2. Determination on the main claim

(a) A claim for damages arising from excessive payment of remuneration and a return of unjust enrichment;

1) The parties' assertion

A) Summary of the Plaintiff’s assertion

(1) According to the Articles of incorporation and the Commercial Act of the Plaintiff Company, a resolution of the board of directors is required to determine the specific remuneration of directors including the representative director of the Plaintiff Company. However, the Defendant, who was the representative director of the Plaintiff Company, ordered the Defendant to increase the basic annual salary of KRW 4.8 billion without undergoing due process, such as a resolution of the board of directors, and received KRW 560 million from February 25, 2008 to April 201, the Defendant received the Defendant’s basic annual salary of KRW 18.26 billion above the reasonable remuneration from February 25, 2008 to April 201.

5,500,000 won in total of the increase in the incentive increase amount for the ticket period included in the main sentence of February 12, 2008 4,400,000,000 won 780,000,000 won 5,180,000,000 won 750,000 won for the ticket period 209. 4,800,000,500,000 won 1,290,000 won for the ticket period 4,80,000,000,000 won 6,090,000,000,000 won for the ticket period 1,80,000,41,40,40,40,0000 won 1,400,0000,0000 won, 6,008,2008,000 won.

(2) As above, insofar as the Defendant did not undergo a resolution of the board of directors, which is a procedure necessary for the Defendant’s determination and payment of his remuneration, the determination and payment of his remuneration to the Defendant is null and void. Accordingly, the Defendant is obligated to return to the Plaintiff the total amount of KRW 25,975,137,170 paid during the period from February 2, 2008 to April 201, as unjust enrichment. However, the Plaintiff only sought a return of unjust enrichment equivalent to KRW 18.26 billion exceeding the amount of the reasonable remuneration that the Defendant received by January 208 from the instant lawsuit.

(3) In addition, given that the Defendant’s payment of increased remuneration as above was a defect that did not go through a legitimate procedure in that process, and that the Plaintiff Company was scheduled to merge with the so-called so-called so-called “satison Holdings Holdings” with a huge amount of financial costs that the Plaintiff Company was expected to incur, and thus, it is clear that it would return to the enemy’s state is not possible to pay dividends, it is determined that the representative director’s remuneration is excessively high in light of the Plaintiff Company’s circumstances or business performance, and thus, its validity cannot be recognized even in that it goes against the capital adequacy. Accordingly, the Defendant is obligated to return the Plaintiff Company’s remuneration KRW 18260,000,000, increased since February 2, 2008 to the unjust enrichment.

(4) Meanwhile, the Defendant’s act of raising one’s annual salary of KRW 4.8 billion in excess of a total of KRW 18.26 billion constitutes criminal embezzlement, and constitutes a violation of the law, and constitutes a violation of Article 31-2 of the Articles of incorporation, and Articles 393(1) and 388 of the Commercial Act, or a violation of the articles of incorporation, of the Plaintiff Company which requires the board of directors to make a decision on the remuneration of the chief executive officer, or a neglect of his duties, and thus, constitutes an act of violation of law or breach of duties, as the Defendant paid the increased remuneration against the principle of capital adequacy. Therefore, due to the Defendant’s act of violation of the law as above, the company is liable for damages to the Plaintiff under Article 399 of the Commercial Act or Article 750 of the Civil Act, which is equivalent to the difference of the Defendant’s remuneration paid by April 201.

B) The defendant's argument

(1) On April 2005, the Defendant continued to receive remuneration from the Plaintiff Company even after the Plaintiff Company became the major shareholder of the Plaintiff Company. Specifically, the Defendant: (a) prepared an annual salary plan by reporting the annual salary plan to the Defendant to the major shareholder (non-party 1 chairperson of the Jin Group); and (b) obtained approval by reporting the annual salary plan to the Defendant; and (c) drafted the limit of the director’s remuneration based on the above annual salary plan; and (d) executed the same according to the details approved by the major shareholder, the board of directors, and the general meeting of shareholders. In particular, on February 2, 2008, the Defendant’s annual salary was made according to the order of Nonparty 1, who recommended the listing, etc. of the Plaintiff Company. As such, the determination and payment of remuneration to the Defendant was made entirely through the shareholder control according to the Plaintiff’s approval; and (d) it can be deemed that there was an individual resolution of the board of directors and the general meeting of shareholders including the Defendant.

(2) Even if there is a defect in the process of the determination and payment of remuneration for the Defendant, the monthly settlement of accounts, including the details of the payment of remuneration to the Defendant, was reported to and approved by the major shareholder each month, and the accounting corporation appointed by the major shareholder was approved each year by the board of directors and the general meeting of shareholders on the details of the execution of the previous year’s remuneration to the Defendant, and the Defendant’s remuneration was approved by the board of directors and the general meeting of shareholders on May 201. As the Defendant’s remuneration was approved by the Compensation Committee in the course of preparing for listing the Plaintiff’s company, the determination and payment of remuneration to the Defendant constitutes a non-payment under Article 742 of the Civil Act or Article 744 of the Civil Act.

(3) The increase in remuneration against the Defendant had reasonable grounds due to the interest of the Plaintiff Company’s business growth by the majority shareholder and creditors. As a result, the sales and operating profits of the Plaintiff Company continued to grow, thereby benefiting both the Plaintiff Company, its shareholders, and creditors. The Plaintiff Company grow up, its shareholders participated in the sale and purchase of considerable profits, and the creditors were entirely expected without default, etc. Accordingly, the Defendant’s remuneration cannot be deemed to have been unduly excessive contrary to the principle of capital adequacy of the Plaintiff Company.

2) Determination

A) Procedures necessary to determine remuneration for the representative director of the Plaintiff Company

(1) Before the amendment and enforcement of the articles of incorporation on December 28, 2010

(A) Article 34 of the articles of incorporation of the Plaintiff Company provides that the remuneration of directors shall be determined by the general meeting of shareholders, while Article 31-2 subparagraph 6 of the same Article provides that the remuneration of the chief executive officer shall be determined by the board of directors.

(B) First of all, the defendant asserts that the chief executive officer, etc. under Article 31-2 subparagraph 6 of the articles of incorporation refers to a non-registered executive officer, and the representative director does not fall under this, but the representative director of a stock company shall not be deemed to be an executive officer who is domestically and externally representing the company and the representative director exists in the position of externally representing the company, and the representative director shall not be deemed an executive officer who bears the highest

(C) Meanwhile, Article 388 of the Commercial Act provides that “The remuneration for directors shall be determined by the resolution of the general meeting of shareholders, if the articles of incorporation does not provide for the amount of remuneration for directors,” thereby granting the right to determine the remuneration for directors to the general meeting of shareholders by providing that “the amount of remuneration for directors shall be determined by the resolution of the general meeting of shareholders.” This purport of the provision is to prevent the loss of the company by the directors and protect shareholders, creditors, etc. by seeking capital adequacy, and it shall not be permitted to comprehensively delegate the authority to determine the remuneration for directors to the board of directors in light of the purport of the provision, and Article 31-2 subparagraph 6 of the Articles of incorporation and Article 34 of the Articles of incorporation do not explicitly state the priority of the articles of incorporation. However, considering the need for harmonious interpretation of both provisions, it is reasonable to deem that the Plaintiff’s general meeting of shareholders has the authority to determine the specific remuneration for the representative director within the scope of

(2) After the amendment and enforcement of the articles of incorporation on December 28, 2010

Since there is no provision of Article 31-2 of the previous Articles of incorporation at this time, there is no theory that the general meeting of shareholders holds the authority to determine the specific remuneration of the representative director. In such a case, determination of the total remuneration or the maximum remuneration for all directors may also be permitted to delegate to the board of directors or the representative director. However, in a case where the general meeting of shareholders does not specify the specific remuneration amount of directors including the representative director and delegates the authority to determine the specific remuneration amount without determining the total remuneration amount or the maximum remuneration amount, the specific remuneration amount of the representative director, etc. may be an issue. However, in light of the provisions of Article 393(1) of the Commercial Act concerning the resolution of the board of directors or the provisions of the law or the articles of incorporation, among those which are not delegated to the representative director general and specific, and which are not part of the daily business, the board of directors shall be deemed to have the authority to decide on the important remuneration amount (see Supreme Court Decision 96Da48282, Jun. 13, 1997).

B) Whether the determination and payment of remuneration for the Defendant is invalid in violation of the statutes, articles of incorporation, etc.

(1) Relevant precedents

(A) In the case of a so-called one company whose total shares were owned by a person after its incorporation, it is obvious that the shareholder will be formed as the whole general meeting if he attends the general meeting of shareholders as the sole shareholder and the resolution will be made according to its shareholders. Thus, even if there was no fact that the general meeting was held, if the minutes of the general meeting were to have been prepared by the one shareholder, the resolution may be deemed to have been made unless there were special circumstances. The same applies to the case of a single-person company, and even if the minutes of the general meeting are not prepared, the resolution of the general meeting of shareholders may be deemed to have been made by evidence (see Supreme Court Decision 2004Da25123, Dec. 10, 2004).

(B) In a case where a representative director with 80% of the company’s shares promises to pay bonuses to directors without a resolution of the general meeting of shareholders, it is reasonable to make a resolution to pay such bonuses at the general meeting of shareholders (see Supreme Court Decision 77Da1788, Jan. 10, 1978). In addition, as long as the transfer of shares is a special remuneration under the pretext of contribution as payment for the performance of duties by non-invested officers, the decision of the general meeting of shareholders is effective because Article 388 of the Commercial Act on the remuneration of directors of the company is applied, and the decision of the general meeting of shareholders is required. In a case where the representative director owns 95% of the company’s shares and transfers shares to non-invested officers, it is reasonable to make the same resolution at the general meeting of shareholders, and therefore, the transfer of shares to non-invested officers of the company is valid (see Supreme Court Decision 95Nu4353, Sept. 15, 1995).

On the other hand, in cases where the articles of incorporation of the company provide remuneration and retirement allowances for directors by a resolution of the general meeting of shareholders, the agreement that the representative director of the company provides for remuneration and retirement allowances for directors shall not be deemed effective against the company unless the resolution of the general meeting of shareholders is adopted (see Supreme Court Decision 77Da1788, Nov. 27, 1979) even though the representative director has 2,000 shares out of the total 3,000 shares of the company (see Supreme Court Decision 77Da1599, Nov. 27, 1979). The plaintiff asserted that the above Supreme Court changed the above Supreme Court Decision 77Da1788, but it is deemed that it was due to the Supreme Court's application of strict interpretation and flexible interpretation in accordance

(2) Facts of recognition

(A) During the period of the Plaintiff’s substantial major shareholder of the Plaintiff Company’s acquisition of the Plaintiff Company by step-by-level structure through Hart Holdings, the Plaintiff Company proposed and reported the annual salary proposal of executive officers, including the Defendant, to Hart. The Plaintiff Company again conducted a resolution of the general meeting of shareholders only for the total annual salary of the directors, etc. after obtaining the approval of Lart. Around January 2008, Mtart Company acquired the Plaintiff Company through Mtart Holdings, the annual salary proposal proposed at the Plaintiff Company’s personnel team (specificly, Nonparty 1) after reporting the annual salary proposal proposed at the Plaintiff Company to the Mtart Company, which was approved by the general meeting of shareholders, and following the resolution of the general meeting of shareholders, the Plaintiff Company paid the Defendant’s annual salary to executive officers, including the Defendant (Evidence No. 8, 13, No. 15-2, No. 15-2, No. 2, No. 27-1, No. 9-2, No. 2, No. 7-2, No. 9-2).

① 피고 소외 1은 유진기업이 원고 회사를 인수한 직후인 2008. 1.경 원고 회사의 조직도, 임원 승진계획, 임원의 최근 3년간 연봉자료를 요구하였다. 원고 회사의 인사팀 직원 소외 2는 ‘2008년 조직 및 인력 운영계획’, ‘임원연봉 운영 계획’, ‘임원 보수내역(2005~2007년)’이라는 문건(을 제14호증)을 작성하여 인사팀장 소외 3에게 건넸고, 소외 3은 2008. 1. 17. 서울 종로구 ○○동 소재 유진기업 회장의 집무실에게 소외 1에게 위 문건을 보고하였다(을 제13호증).

② Nonparty 3 directed Nonparty 2 at the end of December 2008, to prepare the Plaintiff Company’s reorganization, details of the change of officers, details of the payment of the annual salary for officers in 2008, and the annual salary proposal in 2009 (Evidence No. 16). Nonparty 3 reported the above materials to Nonparty 1. The lower end of the annual salary proposal in 2009 stated that “Ma. CEO (4,800) and (2,400 separately: 13,105 million in total: (a) increased annual salary in 4.8 billion won and annual salary for Nonparty 1 (executive).”

③ Nonparty 3 directed Nonparty 2 at the end of December 2009, demanded Nonparty 2 to prepare the Hart reorganization and personnel movement, the details of the annual salary payment for officers in 2009, and the annual salary proposal in 2010 (Evidence B No. 18) and reported the above data to Nonparty 1. The lower end of the annual salary proposal in 2010 also stated that “YO (4,800) and officers (2,400), separate auditors (120): the total sum of KRW 14,05 million (13,435 million), and this was the Defendant’s annual salary, Nonparty 1’s annual salary, and Nonparty 4’s annual salary in 2009, as increased in the annual salary plan in 209, and Nonparty 13(Evidence evidence) separately indicated Nonparty 4’s annual salary in 209 (13).

(B) As of the year 2008, Jinjin Group was 42 affiliates of 48 companies, and thus, includes Plaintiff Company, Jinpacing Holdings, and distribution companies. Article 2 Subparag. 2 of the Monopoly Regulation and Fair Trade Act provides that “enterprise group” refers to a group of companies, the same person of which substantially controls its business according to the standards as determined by the Presidential Decree according to the following classification.” At the same time, Jinjin Group’s “same person” was the chairman of Nonparty 1.

(C) At the time of the Defendant’s increase in KRW 4.8 billion a year on February 14, 2008, the composition of the Plaintiff Company’s board of directors was the representative director of the Defendant, the director Nonparty 5, Nonparty 6, Nonparty 7, and Nonparty 8. Of the above directors, Nonparty 5, Nonparty 6, and Nonparty 7 are the persons nominated by the major shareholder, and Nonparty 8 are the persons nominated by the Defendant. The members of the board of directors expressed their consent in the resolution of the board of directors to present the proposal to the general meeting of shareholders on March 14, 2008 (No. 15-1), and on March 14, 2008, at the general meeting of shareholders of the Plaintiff Company held on March 14, 2008, the resolution that set the limit of remuneration for directors, auditors, and executive officers was made with the consent of 10% by the shareholder (No. 15-2).

As such, in light of the series of procedures and the composition of the board of directors, etc. of the resolution on the amount of annual salary for the executives of the Plaintiff Company with the major shareholder approval and the general meeting of shareholders, it is deemed that all of the resolution was made even if the “amount of individual annual salary” of the executives of the Plaintiff Company, which was already prepared, was passed by the board of directors or the general meeting of shareholders in 208.

(D) At the time the remuneration of the Plaintiff Company was determined in 2009 by the Defendant around March 19, 2009, the composition of the Plaintiff Company’s board of directors was Nonparty 1, the representative director, the Defendant, and Nonparty 7. Among the above directors, all of the directors were appointed by the major shareholders. On March 5, 2009, the members of the board of directors expressed their intention to agree with all of the resolution of the board of directors to present the proposal to the general shareholders’ meeting (No. 17-1) to set the remuneration limit of the Plaintiff Company’s directors (No. 17-2), and the resolution that set the remuneration limit of the directors in 2009 at the shareholders’ meeting of the Plaintiff Company held on March 19, 209 was made with the consent of 100% (No. 17-2), and at the time, the shareholders of the Plaintiff Company were the Jin company and the Defendant 2.

As such, in light of the series of procedures and the composition of the board of directors, etc. of the resolution on the amount of annual salary for the executives of the Plaintiff Company with the major shareholder approval and the general meeting of shareholders, it is deemed that all of the resolution was made even if the “amount of individual annual salary” of the executives of the Plaintiff Company, which was already prepared, was passed by the board of directors or the general meeting of shareholders in 209.

(E) At the time the remuneration of the Plaintiff Company was determined in March 2010 by the Defendant in 2010, the composition of the Plaintiff Company’s board of directors was the chairperson Nonparty 1, the representative director, the Defendant, the directors Nonparty 7, Nonparty 9, Nonparty 10, and Nonparty 11. Of the above directors, Nonparty 1, Nonparty 7, and Nonparty 9 are the persons appointed by the major shareholders, and Nonparty 10 was the persons appointed by the Defendant, and Nonparty 11 was the persons appointed by the three major shareholders at the time. On March 4, 2010, the above members of the board of directors expressed their consent to all the resolution of the board of directors to present the proposal set forth in the remuneration limit of the Plaintiff Company’s directors at the general meeting of shareholders (No. 19-1), and on March 18, 2010, the resolution was made by the Plaintiff Company’s general meeting of shareholders at 20 billion won in total with the Defendant’s voting rights at 10% shares (the Plaintiff Company’s totaled No. 19).

As such, in light of the series of procedures and the composition of the board of directors, etc. of the resolution on the amount of annual salary for the executives of the Plaintiff Company with the major shareholder approval and the general meeting of shareholders, it is deemed that all of the resolution was made even if the “amount of individual annual salary” of the executives of the Plaintiff Company, which was already prepared, was passed by the board of directors or the general meeting of shareholders in 2010.

(F) At the time the remuneration of the Plaintiff Company was determined in February 201 by the Defendant in 2011, the composition of the Plaintiff Company’s board of directors was Nonparty 1, the representative director, Nonparty 11, Nonparty 12, Nonparty 13, Nonparty 7, and Nonparty 14. Of the above directors, Nonparty 1, Nonparty 13, Nonparty 7, and Nonparty 14 were appointed from the major shareholder; Nonparty 12 was appointed from the Defendant’s side; and Nonparty 11 was appointed from the third shareholder. The said board of directors expressed his/her consent to all the resolution of the board of directors to present the proposal for setting the limit on remuneration of the Plaintiff Company’s directors to the general meeting of shareholders on February 9, 201 (Evidence evidence 20-1); and the Plaintiff Company’s share ratio was 9% with the Plaintiff Company’s voting rights at the general meeting of shareholders held on February 16, 201, and the Plaintiff Company’s share ratio was 200 billion won with the Plaintiff Company’s voting rights as the Plaintiff Company’s totaled 200 billion.

As such, in light of the series of procedures and the composition of the board of directors, etc. of the resolution on the amount of annual salary for the executives of the Plaintiff Company with the major shareholder approval and the general meeting of shareholders, it is deemed that all of the resolutions have been made even if they had been made through the resolution of the board of directors or the general meeting of shareholders on the “amount of individual annual salary” for the executives of the Plaintiff Company in 201.

(3) Determination

(A) At the time when the Defendant’s remuneration was determined in 2008, Nonparty 1 approved the Defendant’s remuneration. At the time when the Defendant’s remuneration was determined in 2009, Nonparty 1, the de facto controller of the Plaintiff Company, was only the relevant company and Defendant 2, but at that time approved the Defendant’s remuneration, Nonparty 1, the de facto controller of the relevant company, as well as Nonparty 1, at that time, was the person designated by the Defendant, and all of the board of directors was resolved with the consent of all of the directors’ total amount of remuneration. In light of such overall circumstances, it is similar to the case of the so-called one company, and even if the Defendant’s general meeting of shareholders passed the resolution on the specific remuneration amount, it is obvious that the remuneration in 2008 and 209 was made by the Defendant’s intention, and thus, it is legitimate and justifiable.

(B) In light of the fact that at the time of the determination of the Defendant’s remuneration in 2010, the shares of the relevant company and the Defendant’s Plaintiff company were about 80% at the time of the determination of the Defendant’s remuneration, and that at the time of the determination of the Defendant’s remuneration in 2011, the shares of the relevant company and the Plaintiff company on the part of the Defendant were about 65% at the time of the determination of the Defendant’s remuneration, but all of them constituted a majority. In the Plaintiff company, the specific remuneration for the executives including the Defendant was already reported to Nonparty 1, etc., who is the substantial manager of the major shareholder of the Plaintiff company before the general meeting of shareholders, and the procedure was approved, first after the resolution of the general meeting of shareholders, the Defendant’s specific remuneration for the executives including the Defendant was made by the resolution of the board of directors or the general meeting of shareholders, even if the Defendant’s “specific remuneration” was passed by the resolution of the board of directors at the time of the general meeting of shareholders, it should be deemed that the Defendant’s specific remuneration was made only within the scope determined by the board of directors.

(C) Therefore, it cannot be deemed that the Defendant’s act of receiving the remuneration constitutes unjust enrichment without any legal ground, and furthermore, it cannot be deemed that the Defendant either intentionally or negligently violated the statutes or the articles of incorporation or neglected to perform his duties with respect to the determination of remuneration and the payment of remuneration ( even if the Defendant’s act of paying remuneration for himself may be deemed to violate the statutes or the articles of incorporation, it is difficult to recognize that the Defendant’s act of paying remuneration is in violation

C) As to the assertion that remuneration itself is excessive

According to the evidence No. 1 and No. 3-3 of the Plaintiff Company, it is recognized that the so-called so-called so-called the Plaintiff Company was merged with the Plaintiff Company on April 18, 2007 by concluding the merger contract on April 18, 2007, and the fact that at the time the so-called so-called so-called so-called so-called 1,00 billion won was transferred to the Plaintiff Company, there is no dispute between the parties, and the Defendant’s remuneration at the time was relatively high compared to the remuneration for the executives of other companies of a similar size.

However, as above, the debt of KRW 100 billion of the so-called Leverart Holdings is a debt owed by a so-called Leverart Holdings to acquire the Plaintiff Company through a so-called loan purchase or LBO (BO) acquisition, and there is no other evidence to deem that the Plaintiff Company had financial difficulties, such as having a considerable difficulty in its business at the time. The sales and operating profits of the Plaintiff Company maintained a growing rate from 1999 to 2011, which the Defendant worked as the representative director at the Plaintiff Company, and the Plaintiff Company’s shares were listed on the securities market around June 201. In light of the above, it is difficult to view that the Defendant’s remuneration is excessive enough to deny its validity by impairing the principle of capital adequacy of the Plaintiff Company, and there is no other evidence to prove otherwise.

3) Sub-decisions

Therefore, the evidence presented by the Plaintiff alone is null and void as it does not go through the procedures prescribed by the statutes or the articles of association from February 2, 2008 to April 201, or as it damages the loss of capital, or it is difficult to view that the Defendant violated the statutes or the articles of association or neglected its duties by intention or negligence, and there is no other evidence to acknowledge otherwise. Thus, without merit, the Plaintiff’s claim for return of unjust enrichment or the claim for damages on a different premise is without merit.

B. Claim for damages related to each construction contract of the instant case

1) The parties' assertion

A) Summary of the Plaintiff’s assertion

Upon entering into each of the instant construction contracts, the Defendant suffered loss to the Plaintiff company by making it a contractor for construction with a view to securing the construction performance of the ▽▽▽▽▽▽▽▽▽▽△△ Construction, which is a Defendant’s family company, who has no technical ability or construction experience to perform the relevant construction works. This is not only an act constituting a crime of breach of trust under the Criminal Act, but also an act falling under one of the crimes of breach of trust under Article 398 of the Commercial Act, and was in violation of the laws and subordinate statutes as a director, and was negligent in performing duties as a director. As such, the Defendant is liable to compensate the Plaintiff company for damages based on Article 399(1) of the Commercial Act or Article 750 of the Civil Act, 307,470,000 won, excluding the re-subcontract payment, from each of the instant construction costs to the Plaintiff company for the purpose of the repayment of damage therefrom.

B) The defendant's argument

The Defendant made efforts by the Plaintiff Company to avoid damage to the Plaintiff Company in entering into a contract for each of the instant construction contracts with the ▽▽▽▽▽▽▽▽▽△△△ Construction and the instant construction contracts. As a result, the construction price paid to the Plaintiff was lower than the estimated amount of other companies. Therefore, it cannot be deemed that the Plaintiff Company suffered damage in relation to each of the instant construction contracts.

2) Determination

A) Article 398 of the Commercial Act (amended by Act No. 10600, Apr. 14, 2011; Article 398 of the same Act (amended by Act No. 10600, Apr. 14, 201) provides that “this Act shall enter into force on the date one year has elapsed after its promulgation; Article 398 (2) provides that “The amended provisions shall apply to each of the instant contracts for construction works made on May 201 and around November 2010,” and that “The foregoing amended provisions shall not apply to each of the instant contracts for construction works made on the premise that Article 398 of the Commercial Act applies to each of the instant contracts for construction works made on the premise that the amended provisions of the Commercial Act apply to one’s own or a third party.

B) When the representative director of a corporation concludes a contract with another person for a certain transaction, he/she shall have the duty of care to make efforts to determine the contractual partner and contractual terms in the way most beneficial to the company.

However, in light of the governance structure of the ▽▽▽▽▽▽▽▽▽▽▽▽ Park, and the purpose and background of the conclusion of the instant contract, etc., the Defendant, as a representative director, had the Plaintiff-company enter into a contract with the purpose of enhancing the performance of the work of the relevant ▽▽▽▽▽▽▽▽▽▽▽▽▽▽▽▽▽△△△△△△”, and instead, had the Plaintiff-company enter into a contract with the relevant company for the construction of a new site based on each of the instant construction contracts, the Defendant, as a matter of course, had the Plaintiff-company enter into a contract with the relevant company for the construction of a new site based on each of the instant construction contracts, and had the construction business operator appoint a re-subcontract on behalf of the relevant company

따라서 피고가 형사상 배임죄의 죄책을 지는지 여부는 별론으로 하고, 피고는 원고 회사에게 상법 제399조 제1항 에 기하여 피고의 위 선관주의의무 위반으로 인하여 원고 회사가 입은 손해를 배상할 책임이 있다고 할 것이고, 그 손해는 특별한 사정이 없는 한 ▽▽▽▽▽건설을 원도급자로 추가하지 않고 재하도급업자인 ◎◎◎◎◎건설 및 ◁◁◁◁개발과 직접 공사도급계약을 체결하였을 경우의 공사대금 차액인 307,450,000원[△△지점 129,470,000원(1,424,170,000원 - 1,294,700,000원) + □□점 177,980,000원(1,958,000,000원 - 1,780,020,000원)]이라고 봄이 상당하다.

다) 피고는 이에 대하여 원고 회사가 이로 인하여 아무런 손해를 입은 바 없다고 주장하므로 살피건대, 갑 제17호증, 을 제8, 31, 32호증의 각 기재에 변론 전체의 취지를 종합하면, 원고 회사가 ◎◎◎◎◎건설 및 ◁◁◁◁개발과 재하도급 공사대금을 조율함에 있어 ▽▽▽▽▽건설이 원도급인으로 되는 것을 고려하여 소외 15가 최초로 제출한 견적액을 수회에 걸쳐 감액한 다음 최소의 재하도급 공사대금이 정해지도록 노력하였던 사실, 특히 인천 △△지점 매장 신축공사의 공사대금은 견적서를 제출한 다른 모든 업체들의 견적액보다 낮았던 사실, 이 사건 각 공사도급계약에 기한 매장 신축공사는 모두 별다른 하자 없이 완공된 사실이 인정되나, 원고 회사가 ◎◎◎◎◎건설 및 ◁◁◁◁개발과 직접 공사도급계약을 맺었을 경우 307,450,000원을 절감할 수 있었던 사정에는 변함이 없으므로, 위와 같은 사실만으로 피고의 선관주의의무 위반에도 불구하고 원고 회사에게 손해가 발생하지 않았다고 볼 수 없다. 따라서 이 사건 각 공사도급계약과 관련하여 원고 회사에게 손해가 발생하지 않았다는 피고의 주장은 이유 없다.

D) Therefore, the Defendant is liable to pay to the Plaintiff the remainder of KRW 7,375,00,00, after deducting KRW 300,075,00,00 that the Plaintiff claimed as a reimbursement of damages from the difference in the construction cost of KRW 307,450,00.

C. Claim for return of unjust enrichment regarding the instant forest trading

1) Determination as to the cause of claim

A) The parties’ assertion

(1) Summary of the Plaintiff’s assertion

Since the Defendant’s selling of the instant forest to the Plaintiff Company falls under a company’s own transaction and must obtain approval from the board of directors, the above sales contract is null and void. Therefore, the Defendant is obliged to return the Plaintiff Company’s sales price of KRW 80,000,000 as unjust enrichment.

(2) The defendant's argument

(A) In full view of the following circumstances: (a) the sale and purchase of the instant forest is deemed necessary and reasonable from the standpoint of the Plaintiff Company; (b) the instant forest was exhibited and used by the Plaintiff Company for several years; (c) the sale and purchase of the instant forest was conducted in a fair and reasonable manner; and (d) the Defendant was not actively seeking to sell the forest, it is unreasonable to apply Article 398 of the Commercial Act to the sale and purchase of the instant forest.

(B) Even if the sale and purchase of the instant forest constitutes a director’s own transaction, the instant forest sale and purchase is valid even if there was no approval by the board of directors, since all the shareholders agreed to do so.

B) Determination

(1) On the other hand, the sale and purchase of the forest of this case was traded with the company on its own account and it was examined by the evidence submitted, and there is no circumstance to deem the above transaction to constitute a case where there is no risk of disadvantage to the company due to the conflict of interest between the company and the director due to the nature of the transaction. Thus, in order for the effective establishment of the transaction to be established,

However, the fact that there was no approval from the board of directors for the sale of the forest of this case is recognized as above, and the above act of self-transaction conducted without approval from the board of directors does not take effect between the company and the director (see Supreme Court Decision 2003Da64688, Mar. 25, 2004, etc.). Therefore, barring any special circumstance, the defendant is obligated to return to the plaintiff company KRW 80,000,000 for the purchase price of the forest of this case.

(2) On the other hand, even though the company's act of bearing debt is required to be approved as the company's own transaction under Article 398 of the Commercial Act, it shall prevent the company and its shareholders from causing unexpected damages. Thus, if the company's act of bearing debt has consented in advance to the company's act of bearing debt, the company shall not avoid its liability on the ground that there was no approval of the board of directors (see Supreme Court Decisions 91Da16310, Mar. 31, 1992; 2002Da20544, Jul. 12, 2002).

However, it is difficult to conclude that the expenditure of the funds by the Plaintiff Company is necessary to obtain approval from a director in charge of finance who is nominated by the majority shareholder of the Plaintiff Company (No. 42 No. 1) and that at the time, the shareholder of the Plaintiff Company is only the company with interest and the Defendant, and there is no other evidence to acknowledge it. Thus, the Defendant’s assertion based on the premise that all shareholders consent to the sale of the forest in this case is without merit.

2) Determination on the simultaneous performance defense

The defendant's defense of simultaneous performance that the plaintiff cannot respond to the plaintiff's claim from the company until the return of the picture of this case is returned. Thus, the forest sale contract of this case constitutes a director's own transaction, and it is not effective as the board of directors' approval is not approved. In such a case, the defendant's duty to return the above purchase price and the plaintiff's duty to deliver the picture of this case shall be interpreted as a simultaneous performance relationship with each other, and therefore, the defendant's defense is justified.

3) Sub-decisions

Therefore, the Defendant, along with the receipt of the instant forest from the Plaintiff Company, is obliged to return the said purchase price of KRW 80,000,000 to the Plaintiff.

(d) Claim for damages concerning expenses of a spouse's driver;

1) The parties' assertion

A) Summary of the Plaintiff’s assertion

From March 2010 to May 2012, 2012, the Defendant’s having Nonparty 16 and Nonparty 17, on behalf of the Defendant’s spouse, paid monthly salary, etc. with the Plaintiff’s company’s funds either violates any statute or neglects his/her duties. As such, the Defendant is obligated to pay 88,267,430 won, which is equivalent to the Plaintiff’s salary for the said driver, as compensation for damages pursuant to Article 39(1) of the Commercial Act or Article 750 of the Civil Act.

B) The defendant's argument

The Plaintiff Company awarded a contract for duties such as driving of an executive officer, etc. to a business entity called the “stop for the stop of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a branch of a local government.

2) Determination

A) The act of a director or representative director of a stock company's act of having the company pay the company's wages with the company's funds, which is liable for personal payment of the company's wages, was caused by the company's violation of the duty of good faith as a director. Thus, the above director is liable for compensation for damages suffered by the company under Article 399 (1) of the Commercial Act (see Supreme Court Decision 2007Da34746, Oct. 11, 2007, etc.).

B) Comprehensively taking account of the overall purport of the arguments in the statement No. 13-1 and No. 13-2, Plaintiff Company operated a driver for the Defendant’s spouse Nonparty 18 from March 4, 2010 to May 31, 2012, and Nonparty 16 and Nonparty 17, a contracting company, were in charge of its duties as an execution engineer, and the Plaintiff Company paid KRW 88,267,430 at its expense from March 4, 2010 to May 2012.

According to the above facts, it is deemed that the defendant or the defendant's spouse should pay the expenses for the driver's performing duties for the defendant's spouse as the funds of the plaintiff company, and there is no evidence to acknowledge that the non-party 16 and the non-party 17 are mainly employed by the plaintiff company's business. Therefore, since the defendant's above act constitutes a case where the company violated the duty of care as a director and caused a loss equivalent to the amount paid, the defendant is liable to pay 8,267,430 won and delay damages equivalent to the amount paid for the service duty of the non-party 16 and the non-party 17 for the above period as compensation pursuant to Article 399 (1) of the Commercial Act.

3. Determination on the counterclaim and the counterclaim of set-off

A. Determination on the cause of the claim

The fact that the Defendant served as a director (the representative director from November 30, 200 to April 25, 2012 among them) of the Plaintiff Company from January 20, 1998 to October 31, 2012 is recognized as above, and the fact that there was 5,205,135,020 won after the deduction of the amount of retirement pay to the Defendant as retirement allowance from the Defendant as well as the fact that there was no dispute between the parties.

Therefore, barring any special circumstance, the Plaintiff Company is obligated to pay the Defendant the aforementioned retirement allowance of KRW 5,205,135,020 and damages for delay from November 1, 2012, which is the day following the date of retirement (the Defendant asserted that he retired on May 18, 2012, and claimed for the payment of damages for delay from the time of retirement, but it does not accept a claim for damages for delay exceeding the above recognized scope, as there is no evidence to acknowledge it).

B. Determination as to the counterclaim of offset

1) Summary of the Plaintiff Company’s assertion

The plaintiff company set off the retirement allowance claim against the defendant with the claim on the main claim against the defendant.

2) Whether it is possible to offset a retirement allowance claim with a passive claim

According to the main sentence of Article 43(1) of the Labor Standards Act, since wages are paid in full in currency directly by an employer, it is in principle that an employer is unable to offset wages against workers’ wage claims, and this is intended to protect workers in economic and social subordinate relationship. This also applies to retirement allowances that workers are paid in the nature of wages (see Supreme Court Decision 2007Da90760, May 20, 2010). However, since the representative director of a stock company has the authority to represent the company externally and domestically execute the business of the company, he/she is merely a formal and explicit representative director, and thus his/her status as representative director is merely a specific and independent command and supervision of the actual manager, and thus, he/she does not constitute a worker under the Labor Standards Act (see Supreme Court Decision 2012Da98720, May 29, 2014). Thus, the set-off of retirement allowances under the main sentence of Article 43(1) of the Labor Standards Act does not apply to retirement allowances.

(iii) the addition and appropriation of offset;

A) As seen earlier, the Plaintiff Company has a claim for return of unjust enrichment amounting to KRW 80,00,000 due to the invalidity of the instant forest sales contract against the Defendant. However, if a set-off is allowed with automatic claims bearing a right of defense against the Defendant, such set-off would result in the Plaintiff’s loss of the other party’s opportunity to exercise his/her right of defense by either of the set-offs, and such set-off is not permissible due to its nature (see, e.g., Supreme Court Decision 2002Da25242, Aug. 23, 2002). Meanwhile, as recognized earlier, the Plaintiff Company’s claim for return of unjust enrichment against the Defendant against the Defendant was attached with the right of simultaneous performance of the instant forest delivery. Accordingly, the Plaintiff Company cannot set off the Defendant’s claim for return of unjust enrichment against the Defendant with the aforementioned right of defense as an automatic claim for return of unjust enrichment.

B) As seen earlier, the fact that the Plaintiff Company, as a damage claim related to the construction contract for the construction project against the Defendant, has KRW 7,375,00 as well as KRW 88,267,430, the sum of KRW 95,642,430, and KRW 95,642, and KRW 430 as a damage claim arising from the payment of expenses related to the Defendant’s performance-based driving engineer, is recognized. It is obvious that the Plaintiff is claiming damages for delay from the date following the delivery of the duplicate of the instant complaint (as of March 22, 2013) with respect to each of

On the other hand, the damage claim related to the construction contract of the Plaintiff Company for the construction of the above ▽▽▽▽▽▽▽▽△ is at least the date of the last payment on March 17, 201, which is at least the date of the last payment on the part of the Plaintiff Company, and since May 31, 2012, which is at least the date of the last payment on the part of the Plaintiff Company for the payment on the part of the driver (see Supreme Court Decision 81Meu10, Dec. 22, 1981) the period during which each claim for the performance can be claimed has arrived (see Supreme Court Decision 81Meu10, Dec. 22, 1981). The above two claims were set off on October 31, 2012, when the due date of the Defendant’s claim for the retirement allowance became due. Since it is evident in the record that the Plaintiff Company expressed its intent to set off the above two claims on an equal amount by the delivery of the copy of the complaint in this case, the Defendant’s claim is extinguished.

C) Therefore, the offset defense of the Plaintiff Company is reasonable within the aforementioned scope of recognition, and all of the claims of the Plaintiff Company were extinguished. Ultimately, the Defendant’s retirement allowance claim remains against KRW 5,109,492,590 [5,205,135,020 - 95,642,430] and damages for delay from November 1, 2012, which is the day following the above offset date.

C. Sub-committee

Therefore, from November 1, 2012 to July 3, 2015, the adjudication date of this case where it is recognized that it is reasonable for the Plaintiff company to dispute on the remaining retirement allowance of 5,109,492,590 won and damages for delay calculated by the ratio of 20% per annum from the day following that of the Civil Act to the day of full payment, as requested by the Defendant, to July 3, 2015, as stipulated by the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings.

4. Conclusion

Therefore, the plaintiff company's principal claim and the defendant's counterclaim are justified within the scope of each above recognition, and each other's principal claim and counterclaim are dismissed as they are without merit. It is so decided as per Disposition.

[Attachment]

Judges Park Jong-tae (Presiding Judge)