1. Revocation of a judgment of the first instance;

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. From December 31, 2012 to September 2, 2013, the Defendant: (a) concluded a share transfer contract with C on July 31, 2013 on the share transfer of KRW 1,250,000, both of the Plaintiff’s shares issued by C and the Plaintiff’s assets and authority pertaining thereto, with respect to the share transfer of KRW 30,000,000.

(hereinafter “instant share transfer and takeover contract”). The said share transfer and takeover contract includes the following:

Article 4 (Acquisition of Management Right) (3) The defendant shall settle accounts to be settled after offsetting his/her debts before transfer, accounts receivable receivable due to management, etc.

4. Obligations not specified in the above share transfer and takeover contract shall be civil and criminal responsibilities of the defendant, and shall reimburse all liabilities immediately.

B. On December 31, 2012, the Plaintiff’s financial statements indicated KRW 252,604,154, the account title of which is “short-term loans for stockholders” as “short-term loans for executives.” On September 13, 2013, the Defendant prepared and issued a written confirmation with the following content to C:

(hereinafter referred to as the “instant confirmation”). The disposal of the amount of provisional payments (200 million won) arising in the course of the Plaintiff’s acceptance of the written confirmation will be responsible and dealt with by the end of September, 2014. If the processing is not available by the above date, I will promptly handle the tax.

All taxes on 200 million shall be treated in cash.

[Based on recognition] Gap evidence Nos. 1, 2, and 7, Gap evidence Nos. 8-1 and 2, fact-finding results on the Dtax Accounting Consulting Association at the court of the trial, the purport of the whole pleadings

2. The parties' assertion

A. When entering into the instant share transfer agreement, the Defendant: (a) agreed to settle the account receivable arising from the transfer and management of the shares; and (b) agreed to compensate for the debts that are not specified in the said share transfer and acquisition agreement; and (c) thus, the Defendant is obliged to fully repay the Plaintiff’s debts including the provisional payment.