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(영문) 광주고등법원(전주) 2019.05.02 2018나11980
손해배상(기)
Text

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.

Reasons

1. Facts of recognition;

A. The plaintiff is a corporation with the purpose of manufacturing and selling electrical bicycles, and the defendant is a stock investment company.

B. On August 10, 2015, the Plaintiff’s largest shareholder, and C, the representative director, concluded a share transfer contract with the Defendant with the following content.

(hereinafter referred to as "the contract of this case". At that time, the defendant paid KRW 1 billion to D, who is the actual manager of the plaintiff and the actual owner of the shares subject to transfer, according to the contract of this case, and accepted KRW 1 million of the plaintiff's shares.

Article 1 [Indication of Things]

1. Name of company: The plaintiff;

4. Number of stock certificates: Gu share certificates of one million won (hereinafter referred to as “instant share”).

5. Transfer value per stock: 1,000 won (10 won per face value);

6. The total transfer value of stock certificates: one billion won.

7. Date of trading stock certificates: August 10, 2015;

8. Types of stock certificates, etc.: Article 2 of the Uniform Stock Certificates (Date of Trading) of the Plaintiff’s largest shareholder C shall be the date of trading one million common share of the Plaintiff’s largest shareholder C on August 10, 2015, and both parties shall be the date of trading, and the specific schedule of proceeding shall be governed by Article 4;

Article 3 [Sale Price] Trading Price shall be calculated in 1,000 won per share, and one billion won per share in total.

§ 4. [Prohibition of Representation and Transfer of Stock Certificates]

1. At the time of this contract, Party B (Defendant) shall pay Party A (C) a down payment of KRW 100,000,000,000,000,000 to Party B.

2. The balance shall be deposited KRW 900 million into the account of Party A within 10 days from the date of the payment of down payment, and at the same time, Party A shall transfer the former share of KRW 700,000 to Party B.

3. All taxes, such as capital gains tax, etc. incurred to A due to the sale of old shares, shall be borne by B.

Article 5 [Non-performance of Contract] A and B shall be the court having jurisdiction over the domicile of B in the event they fail to comply with the provisions of Article 5 of the Convention, if they fail to comply with this Agreement, or if they fail to comply with the separate agreement, Article 5 of the Convention.

August 10, 2015 (A).

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