1. All appeals filed by the plaintiff and the defendant are dismissed.

2. The costs of appeal shall be borne by each party.

The purport of the claim and appeal is the purport of the appeal.

1. The reasoning of the court of first instance for the acceptance of the judgment is as stated in the reasoning of the judgment of the first instance, except for dismissal or addition as stated in the following paragraph (2). Thus, this is acceptable as it is by the main sentence of Article 420 of the Civil Procedure Act.

2. Parts to be removed or added;

A. The third part of the judgment of the court of first instance is deleted from 8 and 9.

B. The following is added to the fourth sentence of the judgment of the court of first instance and the 12th sentence.

"The plaintiff and the defendant agreed that the plaintiff will be responsible for the remaining taxes and public charges incurred until November 30, 2015, instead of the defendant's payment of the value-added tax of KRW 26 million imposed on C in relation to G Corporation established by the Korea Highway Corporation.

Even if such agreement is not acknowledged, since the defendant paid the value-added tax to be paid by the plaintiff on behalf of the defendant, the defendant has a claim for return of unjust enrichment equivalent to the above value-added tax.

Therefore, the Plaintiff’s claim for return of unjust enrichment is deducted or offset.

“”

C. On the 6th instance judgment of the first instance court, the Defendant appears to be “B” and “B”.

The 2nd to 5nd to 6th to the lower court's 6th part of the first instance judgment are as follows.

"The plaintiff suffered losses that the defendant would pay to the plaintiff KRW 31,515,69, such as dividend income tax as a result of disposing of the earned surplus in the manner of dividend, by failing to perform his/her obligation to dispose of C's earned surplus.

(P) The Defendant asserts that the Defendant agreed to bear the expenses incurred in disposing of the earned surplus incurred prior to November 30, 2015 pursuant to Article 3 of the instant contract (preliminary assertion).

However, the evidence submitted by the Plaintiff alone assumes the obligation of the Defendant to dispose of the earned surplus.

It is insufficient to recognize that an agreement was made to bear the disposal costs of earned surplus.

Furthermore, only dividends may exist by disposing of the earned surplus of a corporation.