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(영문) 서울고등법원 2018.05.03 2017나2061615
주식 명의개서절차이행
Text

1. The plaintiff's appeal is dismissed.

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

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Basic facts

A. The Plaintiff is a housing construction business, comprehensive construction business, and engineering work business, and the Defendant is a stock company engaged in mining, collection of earth and rocks, and crushing business.

B. The Plaintiff’s representative E paid a total of KRW 120 million to the Defendant and the Defendant’s representative director F with the investment amount of KRW 10 million on November 28, 2014, KRW 110 million on December 3, 2014, and KRW 120 million on December 3, 2014.

After that, on December 6, 2014, the Plaintiff, Defendant, and F invested KRW 150 million in the earth and stone collection project implemented by the Defendant, the Plaintiff, and the Defendant returned the investment of KRW 150 million in the earth and stone collection project to the Plaintiff for two years after the implementation of the project, and in return, transfer 10% of the F-owned Defendant’s shares to the Plaintiff’s designated person. However, if the Defendant fails to obtain permission for the lapse of five months from the date of receipt of the application for permission to engage in the earth and stone collection project (e.g., January 2015), the F drafted an investment agreement necessary for the permission to collect earth and stone and to transfer all shares to E directors.

(hereinafter referred to as the “instant investment contract”). The main contents of the instant investment contract are as follows.

The location of an investment agreement necessary for permission and development for the collection of earth and rocks: 258,000 square meters of G forest land in Nam-gu, Chungcheongnam-gu, Gyeongbuk-gu.

2. 150,000,000 won that the Plaintiff decided to make an investment in the Defendant shall be deposited in the Defendant’s corporate passbook: Provided, That the Plaintiff’s representative director and the Defendant’s in-house director E shall be recognized to make a deposit into the E director’s individual passbook in consultation with the Defendant

3. The amount of investment shall be refunded to the plaintiff 150,000,000 won as principal within two years after the completion of the project within two years after the permission of tin acid, and the defendant representative director F shall separately grant 10% of the shares in the defendant's shares to the person designated by the plaintiff in return for the said investment.

6.F At the same time with the investment of 150,000,000 won from the Plaintiff, E director shall be appointed as a co-representative with the approval of the Defendant’s board of directors.

7. Permission period: license; and

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