1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. From February 2012 to November 2013, the Plaintiff supplied DNA products with the trade name “C” in Kimhae-si B, which is a beverage and daily miscellaneous wholesale and retail business.

B. On June 23, 2013, the Plaintiff issued one copy of the issuer E, the par value of KRW 15 million, and the number of shares per June 23, 2012, issued as of June 23, 2012, but thereafter, the said number of shares was refused to pay due to the default of payment.

C. On September 30, 2014, Defendant Company was established by the retail business of soft drinks and miscellaneous beverages, tobacco wholesale, etc. The main office of Defendant Company was in Kim Sea-si B, which was used by D as its main office, and in-house directors G, the representative of Defendant Company, was in the city of D.

On the other hand, G partially accepted C's goods and operating expenses from D.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 4, Eul evidence No. 3, the purport of the whole pleadings

2. The assertion and judgment

A. Under Article 42(1) of the Commercial Act, as a transferee of D’s mutual continued use, the Defendant Company is liable to pay KRW 12,599,700 for the unpaid goods that D owes to the Plaintiff and KRW 27,59,700 for the unpaid shares of the Party that D refused to pay.

B. Determination 1) Article 42(1) of the Commercial Act provides that where a transferee continues to use a transferor’s trade name, a transferee shall also be liable for the claim of a third party arising from the transferor’s business in the event that the transferor continues to use the transferor’s trade name. Accordingly, in order to hold the transferor liable pursuant to the above provision, there is ① a transfer of business, ② a transfer of business is to continue to use the transferor’s trade name, ③ a debt arising from the transferor’s business, which was incurred before the transfer of business (see, e.g., Supreme Court Decision 2010Da35138, Sept. 30, 2010).

The transfer of business refers to the transfer of human and material organization as a whole, which is organized for a certain business purpose, while maintaining its identity.