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1. The plaintiffs' claims against the defendants are all dismissed.
2. The costs of lawsuit are assessed against the plaintiffs.
Reasons
1. Basic facts
A. The Plaintiff A Co., Ltd. (hereinafter “Plaintiff”) is a corporation that runs the interior construction business, etc.
Plaintiff
The actual operator of the company was E, and Defendant D was transferred to the Plaintiff Company from E on January 2015.
After that, Defendant C, who is the child of Defendant D, was registered as the representative director of the Plaintiff Company from January 15, 2015 to June 15, 2015, and Defendant D as the auditor of the Plaintiff Company from January 15, 2015.
B. On May 29, 2015, Defendant C and F (the spouse of Plaintiff B) drafted a contract for the transfer and acquisition of a legal entity that Defendant C transferred the Plaintiff Company to F (Evidence A 3; hereinafter referred to as “instant transfer and acquisition contract”) and the above contract was signed and sealed by Plaintiff B, Defendant D, and Plaintiff Company as Plaintiff C, Defendant D, Defendant C, and Plaintiff Company, respectively, in addition to the above transferor and transferee.
The main contents of the above contract are as follows:
The transferor and transferee C (hereinafter referred to as "A") and transferee F (hereinafter referred to as "B") enter into a contract for transfer or acquisition of a corporation as follows:
Article 1 (Subject Matter of Transfer) The subject matter to be transferred by A to B shall be as follows:
1. Total number of stocks owned by A and corporations;
2. Business rights and assets owned by A (as of the date of transfer or takeover);
3. The price for transfer or takeover of business permission and licensed matters owned by Gap shall be 230 million won.
Article 5 (Adjustment of Claims and Obligations)
1. B shall be liable for the amount of wages of executives and employees, retirement allowances, wages, other material costs, loans, etc. before and after the base date on May 31, 2015.
2. Other taxes and public charges (including various insurance-related shares) shall be responsible for such taxes and public charges (including outstanding shares).
Article 6 (Duty of Notice by Transferr) A includes the obligation to notify the content to B immediately before this contract, if there is any other serious reason for the implementation of the commercial law and other relevant laws and regulations such as the Corporate Tax Act.