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1. The Defendants are jointly and severally liable to Plaintiff A, the primary Plaintiff Co., Ltd. for KRW 391,020,490 and the Defendants from August 17, 2013.
Reasons
The Plaintiff (hereinafter referred to as “A”) Company A (hereinafter referred to as “A”) is a company that engages in underwater construction business, etc., Plaintiff B Co., Ltd. (hereinafter referred to as “B”) is a company that engages in housing construction business. The Defendants are the major shareholders of Plaintiff B.
On May 23, 2011, Plaintiff A entered into a contract with the Defendants to acquire all of the business including Plaintiff B’s stocks, etc., which the Defendants owned by the Defendants, and entered into a contract for a corporation (construction business) and stock transfer and takeover (hereinafter “instant transfer contract”). The Defendants prepared and executed a letter of performance of obligation (hereinafter “instant letter”) to Plaintiff A, and the main contents thereof are as follows.
The transfer contract between the corporation (construction business) and the transfer and acquisition of shares also refers to the Plaintiff A’s transferee, and the transferee is referred to as “A”, and the transfer contract between the corporation and the corporation, which is subject to the transfer of this contract, is entered into by the method of acquiring all shares issued by the corporation as follows.
Article 1 (Scope of Transfer and Acquisition by Transfer) The contents of a corporation to be transferred, and the kinds of construction business, stocks and transfers which are registered and retained to be transferred shall be as follows:
1. Trade name: E stock company (hereinafter referred to as a “transfer-related corporation or company”);
) 2) 소재지 : 인천광역시 계양구 F건물 503호 3) 건설업종 : 토목건축공사업 (제04-0004호) 4) 발행주식 120,700주 (주당액면가 : \10,000원) 5) 건설공제조합 : 출자좌수 444좌, 차입금 : \417,000,000원 6) 대한주택보증 : 보유주식 36,529주, 차입금 : \560,000,000원 7) 양도범위(이하 양도대상물건이라 한다
: Construction business of a corporation subject to transfer, all stocks issued and management rights of a corporation subject to transfer, investment certificates of a construction mutual aid association, and housing guarantee for loans.