1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

1...

1. In the first instance court’s trial scope, the Plaintiff filed a claim for damages arising from the Defendant’s unclaimed stock return, breach of trust, and embezzlement, and the court of first instance dismissed all the Plaintiff’s claim.

In this regard, the plaintiff appealed against the claim for damages caused by the unclaimed stock return and breach of trust, so this court's judgment is limited to the claim for damages caused by the defendant's unclaimed stock return and breach of trust.

2. The reasoning for the court’s explanation in this part is as stated in the “1. Basic Facts” of the judgment of the court of first instance, except where “a contract is not concluded” under the second sentence of the judgment of the court of first instance, with the exception that “a contract is not concluded” as “a contract”. As such, it shall be cited in accordance with the main sentence of Article 420

3. Determination

A. The Defendant asserted that the Plaintiff did not pay the transfer price based on the share transfer contract of this case, thereby changing the trade name of the instant company to D (hereinafter “D”) by exercising the Plaintiff’s shareholder’s right under the condition that the said shares were not returned to the Plaintiff even after having rescinded the said contract, and selling the company’s assets to the F Limited Company established at the German head office in Korea (hereinafter “F”) and causing property damage to the shareholders.

The Plaintiff’s loss caused by this is KRW 96,094,580, which is equivalent to 10% of the net assets of the instant company at the time of the provisional shareholders’ meeting on February 13, 2015.

B. According to the above facts of determination, since the contract of stock transfer in this case was lawfully rescinded on the ground that the defendant did not pay the share price, the defendant is obligated to return the shares in this case as a duty to restore to the plaintiff. Since the company in this case appears not to issue share certificates, the defendant, as a duty to return, expressed his intention to transfer the shares in this case to the plaintiff, and made the above shares to the plaintiff.