1. The judgment of the court of first instance is modified as follows.

The Plaintiff (Counterclaim Defendant) is the Defendant (Counterclaim Plaintiff) with KRW 10,000,000.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

Facts of recognition

Article 2 / [Trade Company]

2. The sales of all the inventory of the company and the collection of vehicles shall be made to a purchaser;

1) In principle, the purchase of goods at logistics and its neighboring agencies if the conclusion of the contract with C head office becomes known at the time of the purchase of goods. Article 3 (Sale Price) by the time of the following contract

1.The sale price under this contract shall be 30 million won in total and specific items shall be as follows:

(i) the outstanding amount of the enterprise: 10 million won (2) Company price: 20 million won (including all inventory vehicles);

2. The plaintiff shall pay 20 million won to the defendant in cash at the time of the conclusion of this contract at the time of the conclusion of this contract.

3. The remainder remaining after down payment shall be deposited to the Defendant by February 28, 2018.

Article 4 (Maintenance of Transaction Place, etc.)

1. The Defendant shall, if necessary, cooperate to the extent possible so that the Plaintiff may actively succeed to the business when requesting the support of the customer to the extent possible.

On January 24, 2018, the Plaintiff purchased (hereinafter referred to as “instant contract”) a “C Western” (hereinafter referred to as “instant enterprise”) from the Defendant’s private business chain operated by the Defendant, and the main contents of the contract are as follows.

On the same day, the Plaintiff paid KRW 20 million to the Defendant as the down payment.

Meanwhile, at the time the Defendant entered into the instant contract, the agency contract between the instant enterprise and C head office was already terminated on December 30, 2017.

[Ground of recognition] The non-contentious facts, Gap evidence 2, and the purport of the entire argument by the parties concerned. ① The plaintiff entered into the contract of this case on the premise that the business entity of this case is the agency of the headquarters C, with an important value. The defendant guaranteed that the contract of this case was already terminated by intention or negligence, and that it would receive a new agency code.