1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

1. Basic facts

A. On October 4, 2005, the Plaintiff (hereinafter “C”) entered into an agreement with the Defendant to acquire D Co., Ltd. (hereinafter “D”) with the content as follows (hereinafter “instant agreement”).

Amount: Amount of KRW 350,00,000 ( Promissory Notes) above (350,000,000) shall be repaid in installments with the Defendant for three (3) years from October 4, 2005. The payment of such amount shall be made in preference to the Defendant’s obligation.

Both parties agree to the above contents.

(including gold) The defendant agrees to assume responsibility for all D's obligations (including trading offices, taxes, banks) incurred prior to October 4, 2005.

B. The Plaintiff paid KRW 595,931,150 to the competent tax office from October 31, 2005 to September 21, 2006, the amount of taxes (value-added tax, corporate tax, and earned income tax) incurred by the Defendant in operating D until October 4, 2005.

C. The Plaintiff did not pay the acquisition price under the instant agreement to the Defendant after the agreement of this case.

[Ground of recognition] Unsatisfy, entry of Gap evidence 1 and 2 (including branch numbers in case of additional number), order of submission of taxation information to the director of the Gangwon District Tax Office, the purport of the whole pleadings

2. Judgment on the plaintiff's assertion

A. The Plaintiff’s assertion that the Plaintiff did not notify the Plaintiff of the tax delinquency to be notified under the good faith principle of transaction while transferring D to the Plaintiff, and that the Plaintiff paid KRW 595,931,150 exceeding KRW 350,000,000 to the Defendant as the tax in arrears for transfer of the Defendant, and the Defendant should return to the Plaintiff 245,931,150 exceeding KRW 350,000,000 as unjust enrichment.

B. Determination 1) The Plaintiff imposed D by the Defendant while substantially operating D until October 4, 2005, but failed to pay taxes (value-added tax, corporate tax, and corporate tax).