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1. The defendants' appeal is dismissed.
2. The costs of appeal are assessed against the Defendants.
Purport of claim and appeal
1..
Reasons
1. As to this part of the basic facts, the corresponding part of the reasoning of the judgment of the first instance (from 7 to 7 pages below) shall be quoted in accordance with the main sentence of Article 420 of the Civil Procedure Act.
2. The governing law of this case is a legal entity established by Chinese law, and thus has foreign elements, the governing law should be determined in accordance with the Private International Law.
The main text of Article 25(1) of the Private International Act provides that a contract shall be governed by the law chosen explicitly or implicitly by the parties, and the agreement on the governing law may be modified ex post facto.
According to Gap's entry, the plaintiff and the defendant company agreed on the supplementary consultation about the investment agreement of this case on November 11, 2012 that "any dispute arising from this contract shall be dealt with in accordance with Chinese law." Since the plaintiff and the defendants agreed on the applicable law applicable to this case at the fifth date for pleading of the first instance court of this case as Korean law, the Korean law applies to this case as the applicable law.
3. Determination
A. According to the above facts, even though the Plaintiff paid USD 456,621,010 to the Defendant Company on April 22, 201 pursuant to the instant investment agreement and supplementary agreement, the Defendant Company did not transfer the shares of the Defendant Company to the Plaintiff or refund the investment amount. Accordingly, on November 9, 2011, the Defendant Company agreed to make the Plaintiff’s letter of payment in the instant case and return the said bill by February 8, 2013. In addition, on June 21, 2013, the Defendant C and D drafted each of the instant guarantee certificates to the Plaintiff, and agreed to bear joint and several liability for the obligation to return the investment amount (the Defendant C and D, as such, are liable for joint and several liability).