1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

1. Basic facts

A. C assumed a large number of monetary liabilities in the course of preparing for opening a e-learning (hereinafter “instant e-learning”) located on the first and third underground floors of the building in Gangnam-gu Seoul, Seoul. Around December 2010, upon the obligees’ request, renounced management rights to the instant e-learning, and transferred 90% shares to F, the vice president of the instant e-learning (the instant e-learning) around January 10, 201.

B. After that, F borrowed KRW 1 billion from G as the expense for the opening of the instant age club, and around June 8, 201, F opened the instant age club on a regular basis. However, due to the arrears of rent, F was notified by H Co., Ltd. (hereinafter “H”) around that time.

C. On July 201, 201, C, F and G agreed with respect to the instant age club business as follows:

(hereinafter referred to as “the instant basic agreement”) . C.C. and F: (a) waives the instant resort business rights; and (b) transfer and deliver all relevant assets to G and persons designated by G; and (c) from the date of the conclusion of the agreement, the parent-management related to the instant resort will be G.

2. The business operator of the instant age club shall be converted from an individual to an individual; C and F shall cooperate in all legal procedures for business registration, lease agreement, and other relevant matters; and C and F shall not participate in all matters, such as the organization, operation, etc. of the company, in addition to the right to benefit arising from shares, when the business operator is converted to a corporation.

3. When the conversion of a corporate entity is completed, corporate shares shall be divided into shares C, F and G 35:65 shares, and G shall additionally invest approximately KRW 1 billion, including the unpaid monthly rent, such as liquor, store, food materials, bareboat deposit, employee personnel expenses, etc.

July 7, 2011, C, F and G are related to the Framework Agreement in this case. G.