1. Revocation of a judgment of the first instance;

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. On February 24, 2011, C, the representative director of the Defendant, entered into a contract to transfer C’s shares and management rights to E (hereinafter “instant acquisition agreement”).

The acquisition price of the instant transfer agreement and the terms and conditions of payment are as follows, and the Defendant guaranteed C’s obligations under the instant transfer agreement.

Article 3 (Amount of Acceptance) The acquisition value of the number of shares owned (cost) C and one other 48,500 Shares 50,000,000 (Payments, etc.)

1. E shall be paid 150 million won as down payment and intermediate payment on the relevant contract date;

2. E shall pay any balance of KRW 400 million on March 11, 201.

Provided, That the balance may be extended once in consultation with C and E.

B. On March 11, 2011, E remitted the acquisition price of the instant transfer to an account under the name of the Defendant managed by C, which is KRW 150 million under Article 4(1) of the instant transfer agreement.

(hereinafter “instant KRW 150 million”) C.

The instant transfer agreement was rescinded by agreement between E and C on September 201, and around August 18, 2014, E transferred “the instant claim for return of KRW 150 million, which was not returned by E after the rescission of the instant transfer agreement,” to the Plaintiff, and notified C of the transfer of the claim at around that time.

[Ground of recognition] Unsatisfy, Gap evidence 4-1 to 8, Eul evidence 1, the purport of the whole pleadings

2. The assertion and judgment

A. The gist of the Plaintiff’s assertion 1) The instant acquisition agreement was cancelled due to the Plaintiff’s failure to acquire shares and management rights due to C and the Defendant’s circumstances; and E failed to refund KRW 150 million out of the acquisition price paid to C under the said agreement; and the Plaintiff’s refund bond (hereinafter “the refund bond”).

Therefore, the Defendant, the guarantor of C, is obligated to pay the Plaintiff the above KRW 150 million and the damages for delay. 2) The Defendant’s assertion that the acquisition of the instant transfer agreement is also the same.