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(영문) 서울중앙지방법원 2020.11.19 2018가합558366
정산금 청구의 소
Text

The plaintiff's claim against the defendants is dismissed in entirety.

Litigation costs shall be borne by the plaintiff.

Reasons

1. Basic facts

A. J Co., Ltd. (hereinafter “Nonindicted Company”) is a company engaging in sports and leisure business, etc., and the Plaintiff and the Defendants are parties who have entered into a contract for acquisition of stocks and management rights of the Nonparty Company.

B. On April 19, 2018, the Plaintiff and the Defendants drafted a contract for acquisition of stocks and management rights with the following content.

(2) The Defendants agree to transfer the shares and management rights of the non-party company to the Plaintiff and acquire them from the Defendants, in accordance with the terms and conditions set out in the agreement on acquisition by transfer of Article 1.

Article 2. The subject matter of acquisition and transfer price ① The number of shares of the non-party company to be transferred to the Plaintiff is 700,000 shares registered common shares issued by the non-party company (the shares corresponding to 100% of the shares issued by the non-party company). The details of shares to be transferred to each of the Defendants are as listed in Appendix 1.

② The Defendants and the Plaintiff agreed to acquire a total of KRW 37,800,000 for the stocks and the management rights of the non-party company in accordance with the terms and conditions set out in this Agreement (hereinafter “provisional acquisition price”). The provisional acquisition price by each Defendants is set out in the distribution rate of KRW 1,00 for each Defendants.

Provided, however, the Defendants and the Plaintiff are aware that the assessed value of tangible assets (referring to all tangible assets included in the statement of financial position of the company, such as buildings, structures, machinery and equipment, and vehicle transport equipment; hereinafter the same shall apply) on April 30, 2018 is that the provisional transfer price is calculated by assuming that the assessed value of cash assets is 18,50,000,000 won, and that the assessed value of cash assets is 19,300,000,000, and that the provisional transfer price is determined by the agreement between the Plaintiff and the Defendants on May 2, 2018, the net asset value of the non-party company’s cash assets (hereinafter “actual appraised value of cash”) as of April 30, 2018, and 19,300,000.

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