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(영문) 서울중앙지방법원 2015.03.19 2013가합556402
부당이득금
Text

1. All of the plaintiff's claims are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Facts of recognition;

A. Status 1) The Plaintiff is a D Co., Ltd. (hereinafter “former Company”)

(2) Defendant C is a certified public accountant, and Defendant B made an investment in the pre-merger company with the introduction of Defendant C.

B. 1) The Plaintiff was required to list before the merger in the KOSDAQ market in order to secure investment funds necessary for new strategic projects. The Plaintiff is a stock company E (hereinafter “E”) which is a KOSDAQ-listed corporation for the purpose of listing on the KOSDAQ of the company before the merger.

2) E was a subsidiary of the F Co., Ltd. (hereinafter “F”) and owned the shares and management rights of G Co., Ltd. (hereinafter “G”) which is a KOSDAQ-listed corporation.

On the other hand, H acquired the shares and management rights of G.

Therefore, around November 2007, H entered into a contract for acquisition of stocks and management rights with the content of acquiring F’s management rights from F’s 390,000 shares and F, E, and G from F’s major shareholders.

3) A company prior to the merger and H entered into an agreement separate from the above contract. Before the merger, the company transferred the shares of G owned by E to H in KRW 10.3 billion, and H decided to transfer the shares of F acquired from H in KRW 2 billion to the company prior to the merger or to the person designated by the former company prior to the merger. C. The Plaintiff and Defendant B entered into an investment agreement between the Plaintiff and the Plaintiff, on behalf of the company prior to the merger with insufficient financial resources, were introduced by the Defendant C while having found an investor to acquire the shares of F in lieu of the company prior to the merger with insufficient financial resources.

2) On January 18, 2008, the Plaintiff, the pre-merger company, and Defendant B, respectively (hereinafter “instant contract”).

(A) At the time of entering into the instant contract, the letter of agreement (No. 3) drawn up by the party at the time of entering into the instant contract contains the following descriptions:

① The F shares of Defendant B shall be liquidated within the earliest possible date after the date of investment and in kind with E, a corporation listed on KOSDAQ, as the shares.

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