(영문) 서울중앙지방법원 2015.02.13 2014가합42962

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(영문) 서울중앙지방법원 2015.02.13 2014가합42962

부당이득금

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1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The defendant is a person who is or was a shareholder and representative director of the corporation B (hereinafter "the company of this case").

The Plaintiff is a corporation that acquires part of the shares of the instant company from the shareholders of the instant company, including the Defendant, as seen below.

B. On May 27, 2008, C (one person: D) concluded a contract for acquisition of shares and management right to acquire shares of the company of this case held by the above shareholders with the representative director of the company of this case and the shareholders of the defendant et al. (14.32% of the total number of outstanding shares) and 10 billion won, and paid KRW 1 billion of the down payment on May 28, 2008 and KRW 4 billion of the intermediate payment on July 1, 2008 to the defendant on July 2, 2008. Since the balance of the above transfer agreement was not prepared, C proposed that the plaintiff be transferred the transferee status of the above transfer contract to the plaintiff, and the plaintiff accepted it and concluded a contract for acquisition of shares and management right of the company of this case with the defendant on July 4, 2008.

(hereinafter “instant stock acquisition agreement”). Of the instant stock acquisition agreement, the parts related to the instant case are as follows.

Article 2 (Objects Stocks and Sales Price)

1. The shares shall consist of 3,035,268 shares, among the registered common shares issued by the instant company, consisting of either A nor six other shares.

2. The sales price of the stocks in question shall be ten billion won, and the sales price of each transferor shall be as specified in the attached Form.

(The purchase price of the Defendant: 6,737,497,315)

3. The stocks involved are listed on the KOSDAQ market, and are deposited in the Korea Securities Depository for two years from January 5, 2008 in accordance with the Regulations on Listing of the KOSDAQ market;

4. The change of holders of subject stocks shall be held on the date the number of deposits related to paragraph (3) ends;

Article 4 (Actual History) A transferee may conduct an actual inspection on finance and law for the company as follows:

1. The period of the inspection shall not exceed one week;

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