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(영문) 서울남부지방법원 2018.06.08 2017가단253205
명의개서 등
Text

1. Defendant B expressed its intent to transfer each of the shares listed in the separate sheet to the Plaintiff, and Defendant B corporation.

Reasons

1. Basic facts

A. On February 2016, the Plaintiff and Defendant B entered into a business agreement to jointly carry out real estate development projects at the auction of land and buildings located in Yangcheon-gu Seoul Metropolitan Government D (hereinafter “instant real estate”).

B. Defendant B established, on February 16, 2016, Defendant C Co., Ltd. (hereinafter “Defendant Company”) to acquire and develop the ownership of the instant real estate, and took office as the representative director. Defendant B owned all 4,000 shares issued.

C. Around March 2016, the Plaintiff and Defendant B agreed to own shares of the Defendant Company at a rate of 50:50, and entered into a “profit distribution agreement” with the intent to equally invest shares in the Defendant Company and then settle the shares at the time of the liquidation of the Company.

Defendant C was awarded the instant real estate amounting to KRW 7.65 billion and completed the registration of ownership transfer on June 14, 2016.

【In the absence of any dispute, entry of Gap's No. 1 through 3, and No. 6's evidence, the purport of the whole pleadings】

2. According to the facts of determination as to the cause of the claim, insofar as the Plaintiff and Defendant B agreed to own the shares of the Defendant Company at a rate of 50:50 on March 2016, it should be deemed that the Plaintiff agreed to transfer 2,000 shares equivalent to 50% of the shares of the Defendant Company owned by all of the Defendant B to the Plaintiff.

Therefore, barring special circumstances, Defendant B is obligated to express its intention to transfer each of the shares listed in the separate sheet to the Plaintiff pursuant to the above agreement and notify the Defendant Company of the transfer thereof. In such a case, the Defendant Company is obligated to implement the transfer procedure to change the shareholder name of each of the shares listed in the separate sheet to the Plaintiff.

3. The Defendants’ defenses raised by the Defendants are defenses to the effect that the instant share transfer agreement has no validity, as long as the partnership agreement between the Plaintiff and the Defendant was terminated on July 2016 at the Plaintiff’s request by the Plaintiff.

Doctrine, Nos. 1 to 1.

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