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1. The judgment of the court of first instance is modified as follows.
Of the plaintiff's primary preliminary claims, the creditor's subrogation right is limited.
Reasons
1. Basic facts
A. The Plaintiff is a stock company established for the purpose of manufacturing and wholesale and retailing clothes. C was a representative director of the Plaintiff who was holding all the Plaintiff’s shares issued around March 2014. 2) D Co., Ltd (E; hereinafter “E”) is a stock company established for the purpose of clothing manufacturing, etc.
B. A corporation’s comprehensive transfer and acquisition agreement (i) around March 2014, 2014; and (ii) a corporation’s comprehensive transfer and acquisition agreement (hereinafter “instant comprehensive transfer agreement”) including the following content, in which the transferor is transferred to C and the transferee is transferred to E.
A) A contract was concluded. C, transferee E, and transferee corporation: A consent to take over all the assets and liabilities of a corporation and the right of management in transferring and taking over the total number of shares issued by a corporation, and entered into a contract as follows. (i) The total number of shares owned by a transferor and the business rights and assets owned by a transferor 2) all the transferor 3) the business permit and licensed matters owned by a transferor 16,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,0000,000,000,000,000,000
Article 3 (Methods of Payment) (1) The assignee shall pay the transferor the sum of KRW 10 million as down payment at the time of entering into the contract and at the same time at the time of entering into the contract. 2) The assignee shall pay the first intermediate payment of KRW 20 million by March 2, 2014, and shall pay KRW 60 million as the second intermediate payment after the due diligence.
Provided, That the transferor shall transfer the documents under Article 4 to the transferee at the time of the receipt of the second intermediate payment, and waive all rights of the corporation.
3) Any balance shall be paid on June 30, 2014; however, if any contingent debt exists, it shall be paid on April 30, 2014. Article 4 (Delivery of Documents on Gu Expense) applies.