1. The judgment of the court of first instance as to the plaintiff and defendant C against the plaintiff who falls under any of the following subparagraphs.

1. The reasoning for this part of the reasoning is as stated in the corresponding part of the judgment of the first instance, except for the second 12th studio of the judgment of the first instance as follows. Thus, this part of the reasoning is cited in accordance with the main sentence of Article 420 of the Civil Procedure Act.

The Plaintiff filed an appeal against the instant case. The appellate court rendered a judgment dismissing the Defendant’s claim on the ground that “The instant stock transfer contract was in the position of the Deceased and the Defendant (the Plaintiff in the instant case),” according to the classification of the judgment of the first instance, the Defendant Company A was “Defendant Company,” and the Defendant C was “Defendant.” (Seoul High Court Decision 2015Na2073409 Decided February 15, 2017), and the said judgment became final and conclusive as it is.”

2. Determination as to the primary claim against the defendant

A. The plaintiff's assertion is organized to the extent that the plaintiff's assertion is acknowledged.

In concluding the instant stock transfer contract, the deceased or the Defendant did not notify the Defendant Company of the fact that the Defendant Company prepared financial statements in violation of the accounting standards, and that the Defendant Company received the deceased’s short-term loans.

After the conclusion of the share transfer contract of this case, the Defendant Company received additional revenues, and seized the hotel of this case and its site (hereinafter “the instant real estate”) due to tax delinquency, and thereafter, had the instant real estate conducted an auction procedure.

The defendant arbitrarily replaced the officers of the defendant company.

The above actions by the deceased or the defendant constitute grounds for revocation as stipulated in Articles 13(2)2, 8, and 11 of the Stock Transfer Agreement.

Therefore, inasmuch as the instant share transfer contract was cancelled in accordance with the Plaintiff’s expression of intent to cancel, the Defendant was liable to compensate the Plaintiff for damages amounting to KRW 1.415 billion paid the down payment, i.e., the intermediate payment that was paid in KRW 1.415 billion.