All appeals by the defendants are dismissed.

The costs of appeal shall be borne by the Defendants.

Purport of claim and appeal

1...

1. Around May 2018, the Plaintiff entered into an enterprise acquisition agreement with the Defendants (hereinafter “instant enterprise acquisition agreement”) with the content that the Plaintiff transferred the company’s management rights to the Defendants, including the entire shares issued by E Co., Ltd. (hereinafter “F Co., Ltd.”) owned by the Plaintiff and 50 shares invested in the mutual aid association (hereinafter “instant company”) and the total shares invested by E Co., Ltd. (hereinafter “F Co., Ltd.”) and the mutual aid association.

The Plaintiff guaranteed to the Defendants through the instant corporate acquisition agreement to the effect that there was no obligation or default for the instant company’s stock and management right at the time of transfer, and Article 10 of the General Conditions for Corporate Acquisition Contracts incorporated into the said agreement provides for the treatment of contingent liabilities contrary to the statement guarantee as follows.

(B) (Evidence No. 9, “B” in the table below refers to the Defendants, and “A” refers to the Plaintiff, respectively). Around that time, the Plaintiff transferred the entire shares issued by the instant company to the Defendants, and Defendant B, the representative director of the instant company, and Defendant C, on May 17, 2018, assumed office in sequence on June 12, 2018.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 3, Eul evidence No. 9, purport of the whole pleadings

2. According to the above facts of determination as to the cause of the claim, the Defendants are obligated to pay to the Plaintiff the acquisition price of KRW 30 million as stipulated in the instant corporate acquisition agreement, unless there are special circumstances.

The Defendants are parties to the instant corporate acquisition agreement and jointly take over the shares and management rights of the company. Therefore, the Defendants are jointly and severally liable for the aforementioned acquisition price liability pursuant to Article 57(1) of the Commercial Act.

3. Judgment on the defendants' defense of set-off

A. In the first place, set-off against the claim for construction cost (1) the Defendants enter into the I Construction Contract.