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(영문) 수원지방법원 2014.12.11 2014가합9802
대금반환
Text

1. The Defendants’ respective Plaintiff KRW 140,000,000 and Defendant C with respect thereto from June 21, 2014.

Reasons

1. Basic facts

A. On February 6, 2013, the Plaintiff entered into a contract for the transfer and takeover of a corporation (hereinafter “instant transfer and takeover contract”) with the Defendants, who were joint representative directors of D Co., Ltd. (hereinafter “D”) on the following terms:

The Defendants comprehensively transfer to the Plaintiff all the rights and obligations regarding D’s licenses and business operations managed by the Defendants. Accordingly, the Defendants, as a shareholder representative, transferred all outstanding shares to the Plaintiff with the consent of all shareholders, and agreed to acquire them by transfer to the Plaintiff under the principle of trust and good faith as follows.

Article 2 (Delivery and Transfer Articles and Scope) (1) The Defendants are the representatives of all shareholders listed in the register of shareholders as of the date of transfer and acquisition, and transfer all outstanding shares to the Plaintiff upon consent of all shareholders.

(2) The total amount of assets and liabilities on D as of the date of transfer or acquisition shall be KRW 110 million.

Article 4 (Payment of Price for Transfer and Receipt) (1) Contract deposit: 30 million won shall be paid to the Defendants simultaneously with the contract.

The Defendants shall submit to the Plaintiff all the documents and documents, and the financial account books and documents attached thereto.

② Any balance: 80 million won is to be paid by the Plaintiff to the Defendants by March 31, 2013 (Provided, That the unpaid taxes and public charges shall be paid after deducting the Plaintiff from the balance that the Plaintiff would pay), the Defendants shall transfer the resignation and shares of the D representative.

Article 5 (Transfer and Receipt Date) (1) The transfer and acquisition date shall be December 31, 2012 and the total amount of assets in the current D books shall be acquired.

② The Defendants shall submit all documents and evidentiary materials to the Plaintiff to verify and prove the contents of the above Paragraph (1) along with the financial statements by the date of transfer or acquisition.

③ The Defendants are transferred or taken over.

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