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(영문) 대전지방법원 2019.09.25 2018가합104669
주식양도양수계약무효확인
Text

1. All plaintiffs' lawsuits are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The current status of H’s establishment and issued stocks 1) H was established on April 2, 1997 for the purpose of housing construction business, rental apartment, sales apartment, etc. 2) H’s total number of issued stocks was 132,000 shares, and no share certificate was issued until the date of closing argument in the instant case.

B. As of December 31, 200, H’s shareholders’ change 1) as of December 31, 200, the list of shareholders of H entered I (35,000 shares), J (32,00 shares), K (25,00 shares), L (15,00 shares), M and N (10 shares, respectively), andO (1,00 shares) as shareholders (hereinafter “I, etc.”).

(2) Defendant E transferred 58,00 shares of H from the Plaintiff on February 25, 2009; Defendant F transferred 35,00 shares of H from Plaintiff B on the same day; Defendant G transferred 13,00 shares of H from Plaintiff C and D on the same day; and 26,00 shares of H from Plaintiff C and D on the same day.

(3) Around that time, H’s list of shareholders was entered as a shareholder in the contract that forms the basis of the above stock transfer (hereinafter “each of the instant shares”). The Defendants did not dispute (based on recognition) and the evidence Nos. 1, 2, 3, and 5 (including the number of serial numbers), and the purport of the entire pleadings and arguments Nos. 1 and 4 including the number of serial numbers.

2. Summary of the cause of the claim;

A. Each share transfer contract of this case, which is the primary cause of a claim, shall be null and void for the following reasons:

1) Since the Plaintiffs concluded each share transfer contract with the Defendants as an unentitled person without acquiring shares from I, etc., each of the instant shares transfer contracts is null and void. 2) Domestic affairs and each of the instant shares transfer contracts are valid.

Even if Defendant E offered each of the instant shares as security, the Plaintiff Party A concluded each of the instant share transfer contracts on the ground that it would invest KRW 20 to KRW 3 billion, and Defendant E did not pay the investment amount.

The Plaintiffs entered into each share transfer contract of this case due to Defendant E’s deception, and on August 6, 2012, September 24, 2012, and February 21, 2017, respectively.

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