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(영문) 서울고등법원 2015.03.12 2014나2021067
약정금
Text

1. All appeals filed by the plaintiffs are dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

Purport of claim and appeal

1.

Reasons

1. Basic facts

A. The plaintiffs are shareholders of C Co., Ltd. (hereinafter referred to as “C”), a supervisory company, and the plaintiffs Co., Ltd. (hereinafter referred to as “Plaintiff A”) were 103,610 shares (4%) and 63,00 shares (25.2%) for the plaintiff Co., Ltd. (hereinafter referred to as “Plaintiff B”), and D, the representative director of C, were 83,390 shares (3.36%). The defendant purchased C's shares from the plaintiffs.

B. Around March 1, 2007, the Defendant and C agreed to transfer the total supervision records of C to KRW 2.1 billion. On April 11, 2007, the Defendant transferred KRW 210 million to the Plaintiff as the down payment of the supervision record transfer contract. On April 13, 2007, the Plaintiff transferred KRW 210 million to the Plaintiff on April 13, 2007, and the Plaintiff B again transferred KRW 210 million to C on April 18, 2007. Meanwhile, on April 30, 2007, it was difficult for the Defendant to transfer and take over the shares to the Plaintiff and supervision agreement of KRW 48 million to the Plaintiff on April 30, 207, KRW 200,000,000,000,000,000 to KRW 48,000,000,000,000,000 were transferred to the Plaintiff under the supervision agreement and supervision agreement.

C. 1) On June 7, 2007, C entered into a stock acquisition agreement with the Defendant for the acquisition and transfer of all rights and obligations with respect to the electric supervision business (hereinafter “instant electric supervision transfer agreement”) with the Defendant for the acquisition and transfer of all rights and obligations with respect to the electric supervision business amounting to KRW 860 million (hereinafter “instant electric supervision transfer agreement”).

(2) On June 12, 2007, the Plaintiffs and D entered into a stock acquisition agreement with the Defendant to transfer and acquire 250,000 million won of the shares C owned by the Plaintiffs and D (hereinafter “instant stock acquisition agreement”) to the Defendant. The price is KRW 210,000,000 already paid on April 11, 2007, and the intermediate payment is KRW 98,000,000,000.

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