The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

Purport of claim and appeal

The judgment of the first instance.

1. Basic facts

A. On April 20, 2017, C, the Plaintiff’s actual operator, entered into a joint agreement with E, the representative director of Non-Party D Co., Ltd. (hereinafter “Non-Party D”) to jointly establish a new corporation for the production, sale, etc. of a new damp product, as follows.

The purpose of this contract is to contribute to the success and development of the project by stipulating and implementing overall matters concerning responsibilities and obligations between the development, production, and sale of new infrastructure for new projects (hereinafter referred to as "new products") of barriers to the diversification of products pursued by E and C, and the expansion of the market.

The distribution of shares of a new corporation under the control structure of Article 2 shall be 35% by E and C, respectively, and the remaining 30% shall be allocated as shares for the attraction of capital.

Capital investment shares shall not exceed 30 per cent.

The scale and share of capital investment shall be determined by consultation between E and C.

The remaining shares before the completion of capital investment shall be divided, and they shall be kept temporarily by E and C, and they shall be divided into respective shares in the event of an additional investment, and they shall be divided into additional shares.

It shall establish a new corporation through consultation between E and C and implement all the affairs.

Article 4. The roles and rights C shall attract the production costs of gold as capital investment in order to develop new products.

Contracts for the production of gold shall be entered into in the name of a new corporation and a new corporation shall pay the price.

E shall take full charge of the development of new products and the establishment of production facilities, production, patent acquisition, product certification, etc.

C shall take exclusive charge of attracting investment and selling goods.

B. On April 20, 2017, the Plaintiff: (a) as between the Defendant and the Defendant operating a gold-making business of electrical and electronic equipment with the trade name “F”; (b) produced the 3 punishment of damp machine in total amount of KRW 198 million; and (c) paid down money in KRW 55 million, immediately.