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(영문) 인천지방법원 2018.07.13 2017가합2058
약정금
Text

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On June 20, 2014, the Plaintiff (hereinafter “Defendant Company”) entered into an investment agreement with the Defendants (hereinafter “instant agreement”) with the following terms and conditions, and deposited KRW 1 billion into an account (a bank C) in the name of Defendant A Company (hereinafter “Defendant Company”) (hereinafter “Defendant Company”) on the same day.

The defendant company and the plaintiff agree with regard to the participation in capital increase with consideration of the defendant company, and the representative director (defendant B) of the defendant company guarantee the agreement of this case.

1. The Plaintiff immediately after the conclusion of the instant agreement, deposited KRW 1 billion in a separate deposit account (company C) in the name of the Defendant Company in the private placement (third party allocation) scheduled to be publicly announced on June 23, 2014, and the Defendant Company treated it as the payment for capital increase.

The detailed terms and conditions of issuance of capital increase with consideration of this case shall be governed by the relevant statutes and consultation between the parties.

2. The Defendant Company shall appoint one person designated by the Plaintiff as the registration director of the Defendant Company, and shall convene a temporary general meeting of shareholders to appoint directors as the agenda item upon the completion of the payment for capital increase with consideration under paragraph (1) above, and obtain approval of the above agenda item.

Provided, That after the appointment of the relevant director, the total number of the registered directors shall be three, including the relevant director.

3. The directors under paragraph 2 above shall be full-time officers, and the director of the division concerned shall consult later between the parties.

4. On December 31, 2013 and March 31, 2014, the Defendant Company confirmed that any omission, error, and distortion in the current financial statements were not included in the financial statements, and confirmed that there is no potential cause for the occurrence of bankruptcy, the application for rehabilitation procedures and delisting as of the date of the conclusion of the instant agreement ( June 20, 2014).

5. Where there is a non-performance or violation of the matters described in the items of paragraphs 2 through 4 above after the payment of the Plaintiff’s capital increase, the Defendants shall immediately issue the Plaintiff’s shares.

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