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(영문) 수원지방법원성남지원 2015.12.04 2015가합2191
주식매매계약무효확인
Text

1. The plaintiffs' lawsuit of this case is dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The plaintiff A is punished by E, the plaintiff B is the father and the heir of the deceased, and the defendant is the spouse of E.

B. A share sales contract was made between the Plaintiff A, the Deceased and the Defendant with the following content.

The date of preparation of Plaintiff A and the Defendant: The number of stocks acquired by Nonparty Company on January 9, 2014: 65,708: The total amount of 5,000 won per share: 328,540,000 won: The date of preparation of the network and the Defendant: April 15, 2014: the number of stocks acquired by Nonparty Company on April 15, 2014: 5,000 won per share: 65,460,00 won per share: The fact that there is no dispute over the total amount of 5,00 won per 65,460,00 won per share; the statement in subparagraphs A and 5, and the purport of the entire pleadings.

2. We examine ex officio whether the instant lawsuit is lawful or not, with respect to the determination on the legitimacy of the instant lawsuit.

A. Since a change of entry in the register of shareholders is merely a requisite for a shareholder to exercise shareholder's rights in relation to the company, a person who lawfully takes over the company's shares shall become a shareholder regardless of entry in the register of shareholders, and barring any special circumstance, it is sufficient to request a change of entry in the register of shareholders by independently proving that he/she acquired shares without being required to cooperate with the other party. In such cases, it shall be deemed that a direct action is not an interest in lawsuit against a person who transfers shares to the company without requesting a change of entry in the register of shareholders or a person who merely assumes an obligation to transfer shares.

(See Supreme Court Decision 92Da16386 delivered on October 27, 1992, Supreme Court Decision 93Da44906 delivered on June 28, 1994, Supreme Court Decision 94Da36421 delivered on May 23, 1995, etc.)

In light of the above legal principles, the interest in the lawsuit is to claim the implementation of the direct transfer procedure by asserting that the plaintiffs are obligated to transfer the shares to the defendant who is not the non-party company.

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