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1. The defendant's appeal is dismissed.
2. The costs of appeal shall be borne by the Defendant.
Purport of claim and appeal
1..
Reasons
1. Basic facts
A. On January 2010, the Plaintiff entered into a contract (hereinafter “instant contract”) with the Defendant, a company manufacturing and selling dental medical appliances (former trade name: Skden Co., Ltd.) (hereinafter “instant goods”), which is a dental medical device, as a title called a sales contract, with respect to the purchase of fluids (hereinafter “instant goods”).
In the instant contract, the Defendant issued shares 2,000 shares to the Plaintiff, which is either converted into the instant goods or to return in cash (in the event the Plaintiff claims a return in cash after the lapse of five years from the date of conclusion of the instant contract, payment of KRW 10,000 per share).
B. After the conclusion of the instant contract, the Plaintiff paid KRW 20,000 to the Defendant, and was issued 2,000 shares by the Defendant.
[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, Eul evidence Nos. 1 to 5, the purport of the whole pleadings
2. The parties' assertion
A. The Plaintiff’s assertion that the contract of this case is concluded on the following grounds: (a) if the buyer pays the price, it holds the price in the form of shares; and (b) if the buyer returns the price to the goods of this case, the Defendant is obligated to return KRW 20,000,000 to the Plaintiff holding 2,00 won according to the contract of this case. If the contract of this case is null and void, the contract of this case
B. The contract of this case asserted by the defendant is not a contract for the sale of goods, but a contract for the acceptance of shares, and the content of the contract of this case, which stipulates that the defendant shall return shares from the plaintiff and pay cash to the plaintiff in return, is invalid since it violates the principle of shareholder equality under the Commercial Act or the principle of prohibition
3. Determination
A. First of all, the instant contract.