1. Revocation of the first instance judgment.

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. The Plaintiff is an agricultural corporation established on July 1, 2015 for the purpose of the milk processing business, etc., and the Defendant concluded a total sales contract with the Plaintiff and sold milk products, etc. supplied by the Plaintiff at the Cheongju, etc.

B. Around June 2014, the Defendant entered into a total sales contract with D and sales area, with Jincheon, Sound, Cheongju and petitioner (hereinafter referred to as “Spanju’s total sales contract”).

According to the above total sales contract, the defendant paid KRW 5 million to D in order to secure the obligation such as the price of goods to be paid to D.

C. As the Plaintiff was established on July 1, 2015, the claims and obligations of the foregoing individual company run by D were succeeded to the Plaintiff.

Until June 2017, the Defendant operated the total sales market in the above region, and around that time, the amount of goods that the Defendant failed to pay to the Plaintiff is KRW 13,302,633.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 3, 5, 6, 12, 13, Eul evidence Nos. 1, 5 through 8, and 12 (including virtual numbers), the purport of the whole pleadings

2. According to the above facts, barring any special circumstance, the Defendant is obligated to pay the Plaintiff the difference of KRW 8,302,633 (=13,302,633 - 5,000,000) calculated by deducting the above deposit from the amount of the unpaid goods and delay damages.

3. Judgment on the defendant's defense of offsetting

A. The summary of the Defendant’s assertion concluded a total sales contract with D and its sales area with the Cheongju and the petition dong, square, puling, mountain, and Boan (hereinafter “Cheongju total sales contract”) at the time of concluding the contract with D. The Defendant entered into a sales contract with D and its sales area.

However, since the above total sales contract was terminated on May 2017, the plaintiff succeeding to D's obligation is obligated to return the deposit amount of KRW 10 million to the defendant.

Therefore, if the defendant offsets the above goods payment obligation of the defendant and the plaintiff's obligation to return the deposit, there is no goods payment obligation that the defendant pays to the plaintiff.

B. Determination No. 11 No. 11