(영문) 부산지방법원 2018.04.05 2017가단326525

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(영문) 부산지방법원 2018.04.05 2017가단326525

매매대금반환

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1. The plaintiff's claim is dismissed.

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

Reasons

1. On May 8, 2009, the Plaintiff asserted that: (a) concluded a share transfer contract with the Defendant to acquire KRW 1,500 shares of Lartman F Co., Ltd. (hereinafter “instant company”); and (b) paid the price in full; (c) the instant company closed its business without changing the name of the said shares to the Plaintiff; and (d) rescinded the instant share transfer contract on the ground of the Defendant’s nonperformance of the duty to transfer shares on October 17, 2016; (b) the Defendant is obligated to return the price in KRW 100 million to the Plaintiff.

2. The transfer of shares before the issuance of the stock certificates takes effect only by the stock transfer contract, namely, the agreement between the transferor and the transferee on the transfer of shares. Thus, upon the conclusion of the stock transfer contract, the transferor loses the shares which were the object of the transfer and the transferee becomes the shareholder upon the transfer.

As such, barring any special circumstance, a person to whom a registered share was transferred prior to the issuance of the share certificates may file a request for change of ownership with the company issuing the shares by proving that he/she acquired the shares, and the transfer of ownership shall be entitled to exercise the rights as a shareholder in relation to the company (see, e.g., Supreme Court Decision 2012Da38780, Nov. 29, 2012). In this case where there is no evidence to prove that the shares issued by the company of this case in light of such legal principles, in this case, there is no evidence to prove that the Plaintiff already acquired the shares through the conclusion of the share transfer contract of this case and became the shareholder of the company of this case, and otherwise, was liable to perform the obligation of the Defendant additionally for the acquisition of the Plaintiff’s shares, the Plaintiff’

3. The plaintiff's claim for conclusion is dismissed for reasons.

참조판례

-대법원 2012. 11. 29. 선고 2012다38780 판결

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