1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. The Plaintiff is a corporation engaged in real estate development business, etc., and the Defendant is a corporation established for real estate sale business and sales agency business.

B. On November 13, 2009, the Plaintiff and E determined the contract period as of February 28, 2010 (three months) and they performed the sales business on behalf of the Plaintiff for approximately KRW 44890 square meters for non-party 9 parcels in e.g., the Plaintiff, the Plaintiff, out of the sale price, acquired KRW 12.45 billion as the land price, and E agreed to acquire the remainder from the remainder of the sale price, the amount of KRW 2.55 billion for the Plaintiff’s debt (the Defendant agreed to acquire and pay the said debt) and the cost of design civil engineering works, and to acquire the remainder as the sales agency fee.

(Sales price shall be deposited and managed in a separate account opened in the name of the plaintiff, and E's security deposit for sales agency amounting to KRW 440 million shall be settled later; hereinafter "instant sales agency contract"). (C)

E, on April 13, 2010, acquired the Defendant Company and assumed office as the representative director, transferred the sales agency business that was conducted with the Plaintiff to the Defendant Company and notified the Plaintiff, and the Plaintiff consented thereto.

On December 28, 2010, the Plaintiff demanded the payment of penalty to E on the ground that the period of the contract has not yet completed, and accordingly, the Plaintiff and E, while maintaining the basic matters set forth in the instant parcelling-out agency contract, prepared a letter of commitment to additionally bear the Defendant’s KRW 835,636,560 (hereinafter “instant letter of commitment”).

E. The Defendant concluded a sales contract with 13 companies from July 2010 to June 201, 201. The total amount of the sales price deposited from the above companies to the Plaintiff’s account in the Plaintiff’s name is KRW 14.87 billion, and the amount paid by the Plaintiff to the Defendant from September 201 to June 201 is KRW 1.55 billion.425 million.

F. The Plaintiff’s remaining sales agency fee on April 29, 201.