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1. Defendant B Co., Ltd. shall pay to the Plaintiff KRW 700,000,000 as well as its annual interest from January 22, 2013 to December 26, 2013.
Reasons
1. Facts of recognition;
A. The Plaintiff is a legal entity that is the shareholder of Nonparty F Co., Ltd. (hereinafter “F”), and Defendant B Co., Ltd. (hereinafter “Defendant Company”) is a legal entity that purchased F’s shares from Nonparty G, and Defendant C, D, and E are the inheritors of Nonparty H who purchased F’s shares from Defendant Company.
B. On August 10, 2012, the Plaintiff entered into a contract with G to sell KRW 700,000,000 of the Plaintiff’s common shares (hereinafter “instant shares”) out of KRW 260,000,000 (hereinafter “instant sales contract”). On the same day, the Plaintiff received KRW 500,000,000 from G, and issued the said real share certificates of KRW 100,000 (hereinafter “instant share certificates”) out of the remainder amount of KRW 200,000,000,000 until September 30, 2012, and received KRW 100,000 from the remainder amount of KRW 1,00,000 until October 31, 2012.
C. On August 30, 2012, the Defendant Company entered into a contract to purchase the instant shares at KRW 4,500,000 for the purchase price (hereinafter “second share sales contract”) with G, and around that time, the Defendant Company received the instant share certificates and completed the change of entry in the register of shareholders.
According to the letter of undertaking delivered by the Defendant Company to the Plaintiff on September 7, 2012, the Defendant Company stated that if the Defendant Company intends to sell the instant shares to a third party within one year from the date of its preparation of the letter of undertaking, it shall first notify the Plaintiff thereof, and if it sells the instant shares to a third party in violation of this, it shall pay KRW 70 million in penalty.
E. On January 21, 2013, the Defendant Company sold the instant shares to Nonparty H without any notification to the Plaintiff (hereinafter “third-party share sales contract”) and issued the instant share certificates, and thereafter, the Plaintiff died on October 16, 2013.
【Defendant Company B’s ground for recognition: Defendant C, D, and E who made a confession: there is no dispute, and evidence Nos. 1 through 5 of Gap.