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(영문) 서울중앙지방법원 2020.07.10 2019가합559663
약정금
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Plaintiff is a company running construction business, etc., and the Defendant, as the Plaintiff’s shareholder, was in office as the Plaintiff’s director or internal director from 201.

In order to acquire the management rights of the plaintiff of a corporate management right and a share acquisition contract, a contract shall be concluded between the defendant, C, E (hereinafter referred to as "A") and D (hereinafter referred to as "B") who is an existing shareholder of the plaintiff, in order to acquire the management rights of the plaintiff of the corporate management right and the entire shares

Article 1 (Subject Matter of Trade Agreements)

1. All rights and duties dependent on the management rights and management rights of the plaintiff;

2. 90% of the Plaintiff’s shares owned by Party A.

3. All rights in any form against the plaintiff possessed by Gap.

1. Assets and liabilities shall be liable;

2. The liability shall be determined by the amount specified below, and the obligation of performance shall be fulfilled in Section B, and its execution shall enter into force through Section A:

- Assets: 289,429,520 - Liabilities: Total amount of 612,429,520 won (total amount borrowed from individuals, such as tax payment, on-site accounts, financial period, union loans, and F) Article 7 (Other Matters) (other matters)

1. A shall provide B with data on the basic and precise specifications with respect to the processed assets, unwritten liabilities, etc. on the company's standard balance sheet;

2. Inasmuch as there are processed assets, unregistered liabilities, etc. on the company’s standard balance sheet, the liabilities of the company that serve as the basis for signing the company B shall be confirmed by Gap by affixing the seal of this contract that the liabilities of Article 3(2) are the standard.

3. If the liabilities other than the liabilities referred to in section 3(2) are confirmed after the conclusion of this contract, the liabilities which were confirmed after this contract shall be fully liable to A.

(hereinafter “instant additional debt liability clause”) May 23, 2018: Defendant and C (person): D (person)

B. The management rights and shares that Defendant C and D intend to transfer to D the Plaintiff’s management rights and the Plaintiff’s shares held by Defendant and C on May 23, 2018.

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