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(영문) 서울동부지방법원 2017.10.11 2016가합109169
약정금
Text

1. The Defendant’s KRW 602,319,264 among the Plaintiff and KRW 96,188,363 among the Plaintiff, shall be KRW 88,617,191 from February 1, 2014.

Reasons

1. Basic facts

A. The Plaintiff is a person who actually runs a company C (hereinafter “C”) that is engaged in the business of maintaining, managing, and conducting precise safety diagnosis of facilities, and the Defendant is a person who actually runs a D Co., Ltd. (hereinafter “D”) that is engaged in building management business or multi-family housing management business.

Pursuant to the Agreement following the Merger of Enterprises A [Defendant]’s agreement as a real owner, D and B [Plaintiff]’s agreement as a result of the Merger of Enterprises C operated as a real owner, the following consultations shall be held upon Gap’s acquisition of Company C by Eul.

1. The company to be merged shall be 2,052,120,000 won in total capital;

The price per share shall be 5,00 won, and shall be 410,424 shares in total.

D shall pay 100,000 shares to B (which, if necessary, may be in the name of the nearest party that B certifies) under the terms of acceptance of C, and Eul shall transfer 100,000 shares of C to A.

2. A shall implement to B as follows:

(1) A shall pay B 30% of D's profits.

(2) D shall guarantee B's participation in the management line and may participate in business and management.

(3) A shall settle the accounts as of the end of each month, and profit-sharing shall be made to B after filing a report on value-added taxes, in quarterly installments.

(4) The closing date of the settlement of accounts shall enter into force on January 1, 2013.

(5) The term "profit" means the actual profit which remains after deducting operating expenses, employee pay, additional taxes, management expenses, and other general income tax on the basis of the monthly sales.

3. Merger and Acquisition shall take effect after signing and sealing each of them, and the final settlement of accounts between Gap and Eul shall take effect by each of the companies on December 31, 2012, and the date of merger shall take effect from December 20, 2012.

B. On December 20, 2012, E, the Defendant’s wife and D’s inside director, is between the Plaintiff and D under the name of the Defendant, and with respect to the merger between D and D, the agreement following the merger between D and acquisition of a company (hereinafter “instant agreement”).

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