(a) Validity of an endorsement of share certificates or an agreement on transfer of registered shares to which an instrument of transfer is not delivered;

(b) the principle of common evidence and the summary of the Party’s recourse;

A. The transfer of registered shares is based on endorsement of share certificates or issuance of share certificates and certificates of transfer signed and sealed by the shareholders in accordance with the Commercial Act (No. 1000, Jan. 20, 1962) in force at the time of the transfer agreement. Thus, in a case where the transfer contract was made between the parties, but the endorsement of share certificates or certificates of transfer signed and sealed by the shareholders in the form of share certificates and their certificates of transfer have not been delivered, it cannot be deemed that the transfer of shares takes effect only on the part of the parties to the transfer agreement with the intention to transfer shares.

(b) Evidence which forms the basis of fact-finding may be admitted as evidence of a favorable fact-finding of a Party, regardless of whether it is submitted by or to be invoked by the other party.

Article 336 of the former Commercial Act, Article 187 of the Civil Procedure Act

[Judgment of the court below]

The director of the tax office.

Seoul High Court Decision 86Nu438 delivered on May 21, 1987

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

The grounds of appeal are examined.

With respect to No. 1:

According to the reasoning of the judgment below, the plaintiff, as the representative director of the non-party forest trade company, owned 70,000 registered shares equivalent to 35 percent of the total number of shares issued by the company. On June 16, 1981, the plaintiff entered into a contract where the non-party and the non-party company transfer all assets and liabilities such as the real estate and machinery facilities other than the factory site and its ground building in the status of representative director of the non-party company, with the exception of the non-party, at 950,000,000 won, after payment of 150,000 won of the intermediate payment and redemption until June 30 of the same year, the plaintiff agreed that the non-party will take the procedure for transferring the shares owned by the plaintiff to the non-party, and the non-party's share transfer of the non-party 17th and the non-party company's share acquisition and sale of the non-party 20,700,000 won, which were the non-party 140,006.

Since the transfer of registered shares is subject to endorsement of share certificates or issuance of share certificates or certificates of transfer with the name and seal of the person indicated as shareholders under the Compensation Act (Act No. 1000) which was in force at the time of the above transfer agreement, if a transfer contract was made between the parties, but the endorsement of share certificates or share certificates and certificates of transfer with the name and seal of the person indicated as shareholders have not been issued, such transfer contract alone cannot be deemed as effective as it is only the in personam effect of the parties to transfer shares, and it cannot be deemed that the transfer of shares takes effect. Even if the plaintiff, who is the director and the representative director of the non-party company, holds the status as shareholders because he did not follow the procedures for transfer of shares under the Commercial Act, such as the theory of lawsuit, and even if the plaintiff, who is the director and the representative director of the non-party company, did not transfer the management right of the non-party company to the non-party, and the non-party cannot take office as the representative director, the court below's decision that the defendant's taxation of this case was legitimate.

With respect to the second ground:

The evidence No. 7-1 to No. 7, No. 8-1 to No. 5, No. 78-8, and No. 10, which are pointed out as the arguments, is clear in the records that the plaintiff resigned from the director and the representative director of the non-party company on June 17, 1981 and the non-party's appointment as the representative director of the non-party company on the completion of the registration, and it is proved that the evidence No. 8-6 (list of shareholders) was presented as evidence. Even if the non-party was stated as the shareholder of the non-party company on June 17, 1981 as the evidence No. 9, if the non-party did not take the procedure for transferring the shares as stipulated in the Commercial Act, it cannot be acknowledged that the shares were transferred by the statement, and even if the plaintiff holds the status as the shareholder of the non-party company, the non-party cannot perform his duties as the representative director, and the non-party cannot perform his duties as the representative director.

The evidence, which forms the basis for fact-finding, can be used as evidence of a favorable fact-finding for either of the parties, regardless of whether the other party submits it by either party or the other party invokes it, so there is no error of law that the court below erred by misunderstanding the burden of proof. All arguments are groundless.

Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Jong-sik (Presiding Justice)