1. The instant lawsuit shall be dismissed.

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

Plaintiff’s assertion

On October 27, 2014, the Plaintiff decided to take over the Defendant Corporation from Nonparty C, and determined the acquisition price as KRW 80 million.

The Plaintiff paid 30 million won out of the above payment to C as the down payment and the intermediate payment on the day of the contract. The remainder of 50 million won shall be paid up to December 31, 2014. C, upon receiving the remainder, issued all documents necessary for the acquisition by transfer to the Plaintiff at the same time as the payment is received, and decided to transfer all the documents necessary for the acquisition by transfer to the Plaintiff.

On October 29, 2014, the Plaintiff was appointed as an internal director and a representative director by the Defendant’s board of directors on October 29, 2014, and completed registration at that time.

In addition, around November 1, 2014, the defendant corporation acquired a private teaching institute operated by the defendant corporation from C and actually operated it for a considerable period from March 2015 after the filing of the lawsuit in this case.

However, on December 2, 2014, C began to request the Plaintiff to resign from the board of directors without any justifiable reason. At the time, C sent a request for convening a board of directors by means of content-certified mail to the Plaintiff who was the representative director on December 3, 2014. On December 16, 2014, C sent a notice to the Plaintiff that the board of directors should be convened on December 22, 2014, on the agenda of the dismissal and appointment of the representative director and the convocation of the general meeting of shareholders by means of content-certified mail.

However, the notice does not state the time of the board of directors meeting.

C On December 22, 2014, the Defendant Company’s office held a board of directors in the presence of inside directors C, D, and E, and removed the Plaintiff who was the representative director at the meeting of the Defendant Company, and as if C were elected as the representative director, the minutes of the board of directors’ meeting are arbitrarily prepared and completed registration on January 19, 2015.

However, on December 22, 2014, the defendant Council was not held and only prepared minutes.

In addition, the defendant board was held.

Even if C did not notify the Plaintiff of the opening time of the board of directors, C did not go through legitimate procedures for convening the board of directors, and the acquisition by transfer of the corporation to the Plaintiff is also contractual shares and management rights.