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(영문) 서울고등법원 2016.01.13 2015나2041044
손해배상(기)
Text

1. The judgment of the first instance court, including a claim reduced in the trial, shall be modified as follows:

The defendant is against the plaintiff.

Reasons

1. Basic facts

A. On May 26, 2013, C entered into a contract with D (the trade name before the change of the Defendant; hereinafter “Defendant”) to acquire trademark rights and goodwill (hereinafter “instant goodwill”) operated by the Defendant (hereinafter “instant contract”).

Of the content of the instant contract, the content relevant to the instant case is as follows.

Article 1 (Purpose of Contract) The purpose of this Agreement is to determine the specific contents and necessary matters, and to provide for clarifying the rights and obligations between C and the defendant, as C, in accordance with C’s decision to acquire by transfer all the trademark rights and business rights (a tangible or intangible asset belonging thereto) being sold by using the brand operated by the defendant in the Republic of Korea and all the trademark rights and

Provided, That the intellectual property rights related thereto (patents, utility models, design rights, etc.) shall be owned jointly by C and the defendant.

The effective date of this contract shall be determined on June 1, 2013.

Article 2 (Procedure of Acquisition by Transfer) C shall take precedence over the acquisition by transfer under this Agreement through the following procedures:

2. Inspection of major books, computer systems, and assets by the defendant who is the object of business rights;

4. Transfer of contracts with domestic business entities (distributors), - Domestic business entities having the same contractual terms and conditions as the Defendant’s (such as this brine, New World Subdivision, Agriculture-Samdo, Embrates, Embrates, NC department stores, NC department stores, and IMs, all domestic business entities in the course of transactions);

5.C shall pay to the Defendant a total of KRW 425,00,000 and 30% of the shares of a new incorporated entity (Plaintiff) in accordance with the formation of this Agreement, and shall be paid to the following accounts:

4.2.5 billion won after the execution of this contract at the time of deposit, and 1.5 billion won after the completion of the transfer of a new contract to a domestic distributor for cash in cash, which is subject to the right to deposit account deposit in the Defendant’s account succession of KRW 25 billion after the year of this contract by succession of KRW 1.5 billion after the year of this contract.

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