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1. The Plaintiff (Counterclaim Defendant) paid KRW 114,80,000 to the Defendant (Counterclaim Plaintiff) and its related amount from February 27, 2017 to May 25, 2017.
Reasons
Basic Facts
The plaintiff is a corporation established for the purpose of house construction business, and the defendant is a corporation established for the purpose of electrical construction business and fire fighting business.
On March 30, 2015, C established and operated D Co., Ltd. (hereinafter “D”) for the purpose of housing construction and supply business on November 24, 2009, on March 30, 2015, C entered into a share acquisition agreement with the Plaintiff’s representative director E (hereinafter “this case’s management right agreement”) including the following contents, on behalf of D to acquire the Plaintiff’s management right, and entered into a share acquisition agreement with the Plaintiff’s representative director E, and the Plaintiff entered into a merger agreement with the Plaintiff to merge D on the same day.
The main contents of the management agreement of this case include KRW 1,700,000 and KRW 2,000,000,000 in total, including the “basic amount” and “additional amount” as “additional amount” under the transfer and acquisition agreement of this case.
Article 3 [Adjustment of “Additional Amount”] (2) Of the transfer proceeds under Article 2(1), the “additional Amount” shall be adjusted by the person designated by “B (D; hereinafter the same shall apply)” or “B” less all obligations confirmed through the actual inspection.
Article 12 [Management Right and Fund Execution Right] (1) Notwithstanding Article 10(1), “B” cannot exercise the management right and fund Execution Right of the relevant company (referring to the Plaintiff) until the transfer price is paid to “A (E; hereinafter the same shall apply)” and all management rights, such as fund Execution, are confirmed to be “A”.
Article 16 [Handling of Works where a “subject Company” is proceeding] In principle, it is confirmed that the progress and responsibility of the construction work is in principle against the construction work where “A” is proceeding.
However, with respect to the field work under mutual agreement.