The judgment below

Among them, the part against the Plaintiff (Counterclaim Defendant) shall be reversed, and that part of the case shall be remanded to the Seoul High Court.

The grounds of appeal are examined.

1. As to the grounds of appeal Nos. 1 and 2

A. At the time of the first and second subscription, the lower court acknowledged that there was a verbal agreement between the Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) and the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) to compensate for 90% of the subscription amount even if the price drops in the future, and that the Plaintiff promised to compensate for losses in order to ensure the success of the subscription amount with the knowledge that the agreement on compensation for losses in this case was null and void in violation of the principle of shareholder equality, and had induced the Plaintiff to participate in the subscription of employee shares while presenting methods for raising funds through loans, deeming that the agreement constitutes tort, and received the Defendant’s counterclaim and preliminary counterclaim based on the Defendant’s claim for offset and preliminary counterclaim based on the liability for damages arising from tort.

B. However, the lower court’s determination is difficult to accept for the following reasons.

(1) The reasoning of the lower judgment and the record reveal the following facts.

① The Plaintiff and the Defendant determined matters other than the conditions for preferential allotment of employee shares and the acquisition fund support through consultation between the Plaintiff and the instant association, and the agreement between the Plaintiff and the instant association on the support of employee shares as of June 30, 2008 does not state any content that can be seen as the agreement on the compensation of losses in this case, but did not state any content that can be seen as the agreement on the support of employee shares as of June 27, 2008 and October 26, 2009.

② The instant association provides the Defendant with guidance on the settlement of accounts for the preferential allotment of employee stocks in 2008 around October 27, 2010 and February 7, 2011, and, under the first proposal, the association that accounts accounts for sale and purchase on behalf of its members and relevant profits and losses belong to its members.