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(영문) 서울중앙지방법원 2014.08.22 2013가단217526
양수금
Text

1. The plaintiff's claims against the defendants are all dismissed.

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

Reasons

1. Basic facts

A. On February 13, 2006, Defendant B Co., Ltd. (hereinafter “Defendant Company”) entered into a contract with D (hereinafter “D”) to exclusively use online sound source files, etc. provided by D from foreign sound records companies in the Republic of Korea.

B. The Defendant Company paid to D the following ratio out of the sales generated from the distribution of music sources.

Until all of the 200 million won paid by the Defendant Company as advance payments are offset, 75% and 80% thereafter.

C. Until December 2011, a total amount of sales through online circulation of Defendant Company is KRW 294,90,725.

The Defendant Company paid 221,243,044 won (294,990,725 won x 75%) as the settlement amount in D.

On December 22, 2011, the Plaintiff concluded a memorandum of understanding with Defendant Company, and with D’s common shares owned by the Plaintiff, to transfer all management rights for 40,000 shares (total shares issued) and D’s common shares to Defendant Company or to a person designated by Defendant Company.

E. On February 8, 2012, the Plaintiff entered into an agreement with Defendant C (the representative director of the Defendant Company) and the Plaintiff’s total share and management right to transfer all of the Plaintiff’s share and management right to the above Defendant at KRW 25 million (hereinafter “instant agreement”).

The payment shall be paid KRW 100 million on February 10, 2012, which is the date of transfer and acquisition of share certificates, KRW 50 million until March 30, 2012, and KRW 55 million within one year from the date of transfer and acquisition, respectively, and the balance shall be paid after deducting the following additional discovery obligations:

(Article 4(2) and (3). If additional liabilities not found after the date of acquisition are discovered or the transferor becomes final and conclusive due to the act causing the acquisition of management rights by intention or gross negligence (Article 5(9)(a)) as of the date of the contract presented by the company (Article 5(9)(a).

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