2006Da26380 Costs of goods

Plaintiff, Ltd.

Attorney Lee Woo-soo et al., Counsel for the defendant

Defendant corporation

Yong-Nam Law Firm, Attorneys White-il et al.

Daegu High Court Decision 2005Na1484 Delivered on April 14, 2006

October 12, 2006

The appeal is dismissed.

The costs of appeal are assessed against the Defendant.

1. In light of the provisions of Article 530-9(1), (2), and (3) of the Commercial Act, in cases where a company is divided or divided and merged continues to exist after division, the Commercial Act provides that, in principle, a company established by division and a company established by division (hereinafter referred to as a "newly established company") for the protection of creditors of the divided company, or a company established by division and merger (hereinafter referred to as an "existing company") shall be jointly and severally liable for the obligations of the newly established company prior to division or merger after division. However, if the principle of joint and several liability is strictly strict, it can act as an element to prevent the use of the company division system, thereby recognizing the exception to the principle of joint and several liability, it can be determined by a special resolution of the general meeting of shareholders of the newly incorporated company or the company to be divided, and in such cases, the newly incorporated company or the divided company bears only the obligations of the divided company among its obligations, and the newly incorporated company or the divided company is not obligated to assume obligations of the newly incorporated company or the newly incorporated company through division, regardless of the legal principle of 2030.

2. The court below, after compiling the adopted evidence, found facts as stated in its judgment, found that the obligation to pay the remainder for the construction price to the plaintiff of the non-party corporation remains in KRW 96 million. In light of the records, the above judgment of the court below is just and acceptable, and there is no error of law such as misconception of facts or omission of judgment due to violation of the rules of evidence.

3. Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Ji-hyung

Justices Shin Jae-chul et al.

Justices Yang Sung-tae

Justices Lee Jae-chul