2013Na2006955 5 (principal action) Confirmation of the existence of the obligation

2013Na75191 (Counterclaim) Compensation for damages

A Stock Company

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Attorney ○○○, ○○○○

B Stock Company

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Law Firm ○○, Counsel for the defendant-appellant

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Suwon District Court Decision 2012Gahap200642 Decided March 20, 2013

November 27, 2014

February 5, 2015

1. In accordance with the amendment of the purport of the original claim in the trial, the judgment of the first instance is modified as follows.

A. With respect to C Software transactions by the Plaintiff (Counterclaim Defendant) against Defendant (Counterclaim Plaintiff)

liability for damages under Article 56 (1) of the Monopoly Regulation and Fair Trade Act due to

and damages caused by the violation or disadvantage of the up-to-date Credit Agreement;

It is confirmed that the indemnity obligation does not exist.

B. With respect to C Software transactions by the Plaintiff (Counterclaim Defendant) against the Defendant (Counterclaim Plaintiff), the final demand

liability for damages arising out of breach of an agreement to change information shall be payable under Paragraph 2.

that it does not have any excess of the Board.

C. The plaintiff (Counterclaim defendant)'s remaining claims are dismissed.

2. On the counter-claim claim filed in the trial, the plaintiff (the counter-claim defendant) is assigned to the defendant (the counter-claim plaintiff).

804, 433, 995 Won and its related 6% per annum from December 15, 2013 to February 5, 2015;

D. The amount shall be paid at the rate of 20% per annum from the next day to the day of full payment.

3. The defendant (Counterclaim Plaintiff)'s remaining counterclaims are dismissed.

4. The total cost of the lawsuit is 20% for Plaintiff (Counterclaim Defendant) and 80% for Defendant (Counterclaim Plaintiff) (Counterclaim Plaintiff) for the total cost of the principal lawsuit and counterclaim.

each of them shall be borne by each of them.

5. Paragraph 2 can be provisionally executed.

1. Purport of claim

[2] As to the defendant (hereinafter "the plaintiff) of the plaintiff (the counter-party defendant, hereinafter "the plaintiff et al.")

C Software transactions: ① Monopoly Regulation and Fair Trade Act by compulsory purchase

(hereinafter referred to as the "Fair Trade Act") the liability for damages under Article 56(1) of the Fair Trade Act and (2) the final consumer

Breach of Information Amendment Arrangement, Na software Up-to-date Round Agreement, or Radden Treatment

It is confirmed that there is no liability for damages due to the change (the plaintiff in the first instance trial).

In order to seek confirmation of the absence of "non-existence of the obligation for compensation for Tweweg transactions", the above is the first instance and the second instance.

The purpose of the claim is to specify the liability for damages and to modify the purport of the claim.

[Counterclaim] The plaintiff served on the defendant 5, 245, 643, 234 won and a copy of the counterclaim of this case

From the date of this judgment to the date of this judgment, 6% per annum, and 20% per annum from the following day to the date of complete payment.

The amount calculated by each ratio is paid (the defendant raised a counterclaim against the trial).

2. Purport of appeal

The judgment of the first instance is revoked. The plaintiff's claim is dismissed.

1. Basic facts

(a) Trade relationship between the defendant and C;

1) Between the Defendant and C1 (hereinafter referred to as “C”) around 1999, a global software company.

Section C. For a period of three years from January 1, 1999, avoid software, etc. (hereinafter referred to as “products of this case”) developed by C.

A contract with high-priced goods and resale (retail) in the Republic of Korea (ABi business

Part Ner A Agreement, A No. 5-1) was concluded. The above Agreement was general after the expiration of the contract term.

Article 14 (Conact Reneal; Termination) automatically renewed every year.

2) The defendant and C have the same content as the contract term of 2003 from January 1, 2003 to 3 years from January 1, 2003,

Contracts under which the Defendant grants domestic monopoly rights to sell (Ausi business business entity, this shall not apply)

H. “The instant contract” was “A” (No. 5-2). The said contract was concluded with the previous contract

The contract term of this case was automatically renewed every year after the expiration of the contract term in accordance with Article 14 of the General Provisions.

The main contents of the Council shall be as follows:

A person shall be appointed.

The person is established on the premise that partnership has achieved a set target amount set during each quarter. (Omission) At each new business year, where the achieved total sales are less than 85 per cent of the target amount of sales in the previous business year, 40 per cent discount rate and 50 per cent at a rate above 85 per cent shall apply.

B. Procedure for purchasing the instant product

1) The product of this case is the production planning and the equipmenting system optimal, business management efficiency.

Software 3) Maintenance and repair costs for the first year in the sale of the product (on the basis of lapsy)

D) A product price shall be included in the product price, but thereafter shall maintain 18 per cent of the product price.

As remuneration costs, C was provided to C.

2) Ordinary purchase procedures for the instant product are as follows.

A) Trades between C and the Defendant are Clingare Pte d. (C) as a subsidiary of Singapore Group C.

D, who is the operating officer of the Asian regional headquarters, hereinafter referred to as "C Singapore"), was in charge.

B) C shall provide a copy of the price list of the instant product to the Defendant. The Defendant shall every quarter of the product.

(End User) and the purchase subscription document containing system information to be used by the product (Purcha)

Orater, PO, and B No. 71-3 are sent to C.

C) The purchase order number, date, type, quantity, and price of the product, and the final user’s determination in the purchase order

Bo, the applicable field, the basis of installation, the test installation and the test place, etc. are stated, C received.

After going through the verification procedures on the letter, the Defendant will provide the instant product and Eva measure4

c. send a written claim (inc.e., inc. inc.).

D) The Defendant paid the purchase price 90 days after the purchase order date, and C is the final consumer of the instant case

specific computers for end users to be installed and used in their systems or equipment;

to designate terminal equipment numbers, and d.e. through the Defendant, a domestic agent, to the end-user;

Ley (Provision 5).

(c) acceptance of E C.

1) On July 27, 2008, E Copo Corporation (hereinafter “E head office”) directly between C and C

or through its subsidiary to take over C in the form of a public tender offer for C’s shares through such subsidiary

MaU (No. 123 No. 123) was made and published that C was taken over at a global level around that time. 6)

2) The head office shall be the "Transfer of Business" to the existing business parties C on June 1, 2009.

Bus business under the title of “Bus business”, “E has completed the acquisition (acquiis) of C on December 29, 2008.

C. (Integment) The procedures of integration against C are continuing in accordance with schedule, and July 1, 2009.

"To complete the main stage of the integration expressed as "the transfer of business". Based on the date, it is expected that it will be completed.

All transactions will be incorporated into Eas who are engaged in business in return; C and Eas;

Pursuant to the terms and conditions of the contract (including any changes therein), C E organization (by each country specified in the Appendix to this letter)

g) Transfer of the foregoing contract to A (hereinafter referred to as “C”) requires the consent of Egypt.

(2) The following shall apply: (a) the terms and conditions of the previous contract, and (b) so that both parties may continue to engage in the business:

the e-mail (Evidence B No. 3-2) of the e-mail (referred to the purport of 7)

The sender of the Me-day is the vice president of C, the company affiliated to E, and the vice president of C, the Asia-Pacific Republic of Korea (hereinafter referred to as the " vice president").

3) As one of the follow-up works of these global M& A, C shall be each Asian country (Austria, New York);

In the past with corporations of Ireland, Japan, Singapore, China, Hong Kong, Hong Kong, Thailand, India, India, Korea)

(including the contractual relationship entered into by C Subsidiaries) E subsidiaries having jurisdiction over each Asian country

The transfer was made to July 1, 2009.

D. The plaintiff's acceptance of the contract of this case and conclusion of a new contract

1) On October 8, 2008, upon D’s request, C and the Defendant on the instant contract.

“Supported “(No. 65 No. 65)” was concluded, and its key content was from January 1, 2009.

In Korea, the status of the exclusive sales agency was interrupted intentionally.

2) Since January 1, 2009, C becomes an affiliated company E, and the defendant is a business entity of Singapore C Singapore.

D sent to the office and promoted to the vice president. D is the Ministry of Asia-Pacific Affairs of C, the E-subsidiary, the E-subsidiary.

The president shall be entitled to the e-mail of the same content as the e-mail described in the above paragraph (c)(2) to the Defendant on May 19, 2009 (No. A).

32 No. 1) The Defendant sent the instant contract to the Plaintiff, and the Defendant consented that C shall transfer the instant contract to the Plaintiff.

A signed and sent a letter with the content (No. 32-2).

3) The Plaintiff, a subsidiary in Korea, is E and the Defendant around May 2009 under the direction of the headquarters of E.

Business License Business 8 (Business License Business 8) (Evidence 66) was concluded.

4) The plaintiff acquired the status under the contract of this case from C as of July 1, 2009, and the defendant.

Around that time, consent was given to the above contractual status.

E. Disputes between the Plaintiff and the Defendant

1) The Defendant purchased the Plaintiff’s stocks in advance by not later than that time during the process of the Plaintiff’s acquisition inspection around September 8, 2008.

A letter sent to D that it is necessary to establish countermeasures against stock, but D reports it to the superior.

The non-compliance of this case.

2) On July 1, 2009, the Plaintiff sold the inventory of products purchased from previous C to the Defendant on July 1, 2009

The defendant's request for remedy was prohibited and rejected on December 28, 2010 (Evidence B No. 56).

3) The Defendant, on October 10, 201, filed against the Plaintiff at the Korea Fair Trade Mediation Agency (Korea Fair Trade Mediation Agency), and D, against the Defendant

The plaintiff asserts that the purchase of the product of this case was forced and the inventory was made, and the plaintiff alleged that the defendant was the defendant.

The amount equivalent to the inventory of the product purchased from 2002 to December 2008 shall be compensated for damages, and the year 2009

an application for conciliation to the effect that the goods purchased at the Company are placed on the Company and be placed on the Company and be made on the Company.

The Korea Fair Trade Mediation Agency shall pay the Plaintiff KRW 1 billion to the Defendant.

Although the Plaintiff recommended mediation, the Plaintiff raised an objection and filed the instant principal suit on April 6, 2012.

4) Meanwhile, the Fair Trade Commission from January 1, 2002 to 2009 against the Defendant’s Plaintiff on December 12, 2013.

6. Until July 1, 2009, it is difficult to see that the Plaintiff is responsible for the act during the period.

The Fair Trade Act is not verified as evidence that the plaintiff enforced sales targets.

For reasons that it is difficult to regard it as violation, ‘free suspicion' was dealt with.

[Ground of recognition] Evidence Nos. 1 through 3, 5, 32, 34, Eul evidence Nos. 1 through 3, 9, 35, 56, 65, and 66

numbered shall include each number, except where the number is specifically distinguished;

2) Each entry and the purport of the whole pleading

2. The parties' assertion on the principal lawsuit and counterclaim

A. Claim regarding the liability for damages under Article 56(1) of the Fair Trade Act due to forced purchase

1) Summary of the Plaintiff’s assertion

A) Whether the purchase of C was forced or not

C A Absent the Defendant to purchase the instant product from 202 to June 2009.

There is no room. Any coercion in establishing a business plan, such as setting the volume of sales of the product of this case.

without the Do, the defendant and C establish a business plan according to the market conditions and the sales conditions of the two companies; and

Since it is necessary to consult closely on the business, it is necessary to prepare a business progress schedule and consult on the contents thereof.

The e-mail between D and the Defendant was natural. The e-mail between D and the Defendant was in the course of business operation.

The best to confirm the circumstances, to enter into the sales and promotion strategies for customers, and to the Defendant as a whole;

(1) The extent that it indicates the desire to be good if any more performance is given upon request by the Corporation.

In addition, the differential application of the discount rate according to the defendant's achievement rate for the purpose of sale is legitimate.

Incentives were the method of providing incentives.

B) Whether the Plaintiff succeeds to the Plaintiff’s liability for damages

The plaintiff was not involved in a merger with or substantially merged with any affiliate of C, and C

from the date of commencement to the date of commencement of a legal relationship unrelated to the contract of this case, which is due to forced purchase.

There is no succession to the obligation to compensate for the violation of the Fair Trade Act.

E The process of acquiring a foreign corporation’s C shall be written between the foreign corporations, the law of which is the law of the foreign country.

As a result, the Plaintiff, a Korean legal entity, has been proceeding through a set of transactions, is an independent legal entity.

under the acquisition procedure between a foreign corporation and not a party to any legal relationship

In addition, there is no participation in the decision-making and performance of the contract.

Even if the defendant's claim for damages arising from forced purchase of C arose, the termination thereof.

Prescription is individually undertaken from the point of time of payment for each purchase price, so it is reverse from the present point of time 3

With respect to compulsory purchase made before the year, the extinctive prescription of the above right to claim damages has expired.

C) Verification of the absence of liability for damages under the Fair Trade Act related to forced purchase

Therefore, there is no liability for damages under the plaintiff's Fair Trade Act due to C's forced purchase.

(1).

2) The defendant's argument

A) Whether the purchase of C was forced or not

C A, a Korean business entity of C, shall compel the Defendant to unilaterally set the sales target amount set up for the Defendant.

was conducted every quarter from 2002 to 2009, and through e-mail in the unfolding process with the Defendant that is conducted each quarter.

of the defendant's representative director to order the target quantity that the defendant's representative director so desires.

If there is no performance evaluation for the defendant, it is difficult to renew the sales contract due to the negative evaluation of the performance of the defendant.

In addition, according to the contract of this case, the defendant is at a 50% discount from C.

the product of this case is to be supplied, but less than 85% of the annual target amount is to be sold.

40% discount rate shall apply to such cases. C unfairly uses the position of the transaction.

the defendant's voluntary decision because the final consumer did not enter into the purchase contract finally.

The government enforced the purchase of a product without intent to purchase. Accordingly, C’s fair access to the Defendant

The liability for damages under Article 56(1) of the future Act has occurred.

B) The Plaintiff’s succession to liability for damages under the Fair Trade Act

E Head Office and its affiliate companies (hereinafter referred to as “E”); specific legal provisions that have taken over the E Group;

E regardless of form, the process in which E accepts the business organization of C and the customer in the process; or

In full view of the content of the notice sent to the customer, E is substantially merged with C Group.

was made.

E Contents notified by E to the existing business partners of C including the Defendant, and employees of E related

In full view of the fact that C’s trademark was used as it is, the Plaintiff’s trade between C and the Defendant

The liability of the transferee of the business to the relationship, or as a person who has advertised at least the business takeover, shall be comprehensive.

shall assume the responsibility.

Even if the Plaintiff was merely transferred the status of the instant contract from C, the Gu

The obligation to compensate for the violation of the Fair Trade Act due to compulsory admission is incidental to the establishment and implementation of the contract.

As a contractual debt, the transfer of the contractual status was accompanied by the transfer of the contractual status and was already transferred to the plaintiff.

C) Claim for damages

The plaintiff succeeded to the liability for damages under the Fair Trade Act of C, and the defendant enforced the product.

Financial costs incurred by the purchase (in the case of resale, until the resale; in the case of resale, if not,

Note 500, 000, 000 won, part of the amount equivalent to the interest accrued from November 30, 2013 from the date of issuance of the note

and July 1, 2009, the aggregate of the purchase prices of products due to the forced purchase of products.

4, 745, 643, 234 won in total, 5, 245, 643, 234 won in total, and damages for delay shall be liable to compensate therefor.

(c)

B. The assertion regarding the duty of cooperation, such as change of final consumer

1) Summary of the Plaintiff’s assertion

C In compelling the purchase of the product of this case to the Defendant, later, the inventory products

any transaction with a customer becomes final or becomes sale to another customer, the final consumer information will be modified.

There has been no agreement with C to set up the up-to-date period. Even if C is the defendant, the defendant.

Even if such an agreement was made, the Plaintiff comprehensively succeeded to the status of C

Therefore, it cannot be said that the above agreement is effective to the plaintiff as a matter of course. Therefore, the plaintiff cannot be viewed as effective.

u. The non-performance of obligations under the above agreement, even if the non-performance of obligations is refused

No unfair conduct shall be deemed to be an unfair conduct that has changed terms and conditions of transactions at a disadvantage or disadvantage.

2) The defendant's argument

C In compelling the Defendant to purchase the product of this case, C subsequently raises the inventory of the product.

Information on a final consumer, if the transaction with the customer becomes final or becomes sales to another customer;

Revised or up-to-dateed agreement was made on the Round. C comprehensive succession

The plaintiff, pursuant to the above agreement, shall change the information of the final consumer on the inventory goods to the defendant.

(1) The duty under the contract to conduct the business transactions with the up-to-date trading; or

(1) The Plaintiff is not liable for default or the Plaintiff’s use of a transactional position.

The defendant constitutes an unfair practice that has modified the terms and conditions of transaction disadvantageous to the defendant. The defendant is the defendant.

The plaintiff suffered loss due to default or unfair trade practice, and thus the plaintiff was the defendant.

shall be liable to compensate for damage.

The plaintiff refused to cooperate as a seller by the plaintiff to the defendant more.

Resale of 4, 745, 643, 234 won and inventory at the cost of the purchase of previous stock products that are not sold above

The purchase cost = 434, 226, 356 won, an amount equivalent to the sales profit that the plaintiff could have obtained ( = the purchase cost)

4, 745, 643, 234 won ¡¿ The average net profit rate of the defendant from 2002 to 2008; total of 9.15% from 2002 to 2008;

5, 179, 869, 590 won and damages for delay shall be payable.

3. Judgment on the principal lawsuit and counterclaim 9

A. Determination of the applicable law

1) The governing law of the acceptance of the instant contract

C and the defendant shall have jurisdiction over the governing law of the contract of this case pursuant to Article 15 of the contract of this case.

The facts expressly provided for in California law are as seen earlier by private international law.

Pursuant to Article 25(1)(10), the governing law of the instant contract is California law.

applicable law to the acquisition of contracts or the transfer of contractual status

There is no provision, but to pay attention to Article 34(11) of the Private International Act concerning the determination of the governing law for assignment of claims and acceptance of obligations.

The legal relationship between the parties to the contract with respect to the acquisition of the contract of this case applies mutatis mutandis to the contract

under this law, the possibility of accepting the contract, and the validity of accepting the contract for the other party and the third party;

The transfer is based on the governing law of the contract in question.

Therefore, the validity of the contract acceptance for the defendant who is the other party to the contract of this case and the third party is not yet effective.

It seems that California law is the governing law of California.

2) Applicable law to the violation of the Fair Trade Act

The obligation to compensate for damages under Article 56 of the Fair Trade Act due to the violation of Article 23(1) and (2) of the same Act

In its nature, tort liability constitutes tort (Supreme Court Decision 2010Da26035 Decided June 14, 2012, etc.)

[See] If a Party C’s compulsory purchase had been conducted, the tort is limited in light of the type of the transaction, etc.

Since it is reasonable to view it as the territory of the Republic of Korea where damage occurred, the Korean nationals pursuant to Article 32 (12) of the Private International Law

The law of the country is the governing law.

However, whether Article 32(3) of the Private International Act exists between the perpetrator and the victim or not.

Notwithstanding the provisions of paragraphs (1) and (2) of the same Article, in the case of an infringement by a tort, the

On the other hand, Article 7(13) of the Private International Act provides that the governing law shall be the governing law in light of the legislative purpose.

The mandatory provisions of the Republic of Korea to be applied to the legal relationship shall be outside under this Act.

Even if the law is designated as the governing law, it shall be applied to the case.

In light of the legislative purpose of the Fair Trade Act and the relevant provisions, the applicable law of the parties shall be considered.

Notwithstanding Article 32(3) of the Private International Act, the Fair Trade Act, notwithstanding the designation agreement and Article 32(3), shall:

In addition, the applicable law of the contractual relationship shall be designated as a foreign law.

The Seoul High Court seems to be a mandatory provision that does not exclude the application even if it had been applied (Seoul High Court).

See Supreme Court Decision 2009Na31323 decided February 11, 2010 (see Supreme Court Decision 2009Na31323, 15).

Therefore, the violation of the Fair Trade Act, the occurrence of damages liability arising therefrom, and the damages therefrom.

The law of the Republic of Korea shall be the law of the Republic of Korea to determine whether to succeed to the commercial obligation.

(b) the burden of proof;

In the case of a lawsuit seeking confirmation of existence of an obligation, the plaintiff, as the debtor, specified the first claim and created the obligation.

If the defendant asserts that the facts constituting a cause of birth are denied, the defendant as the creditor shall be entitled to the facts

The burden of proving and proving the burden of proof (see Supreme Court Decision 97Da45259 delivered on March 13, 1998), such as this.

the principal claim and counterclaim together with the burden of proof.

C. Determination as to the liability for damages under the Fair Trade Act due to the enforcement of the purchase by C

1) Facts of recognition

A) The Defendant entered into a contract with D who is a person in charge of Korean business in C in each State, in the Status column for each item.

e-mail by preparing a business outlook data indicating the possibility in a percentage figure (Busi Business Instex)

If the contract is concluded finally, it indicates 100 in the column of the Status, and the prospect for the conclusion of the contract is expected.

As uncertain, the lower net is indicated. D) For the purpose of achieving sales goals continuously: (a) the sales goal has been achieved.

The answer was sent to the purport that further efforts should be made.

B) D shall visit Korea at the end of each quarter to discuss the defendant representative director G and the following quarter business prospects.

D not only indicates that it is 100 in the column of the Status, but also indicates that it is 100.

the order to the extent that the final consumer has not been determined or that the prospect for receipt has been low;

The encouragement was urged.

C) Accordingly, the Defendant’s product of this case was not determined by the final consumer.

(2) If the final consumer becomes final and conclusive, or if the final consumer becomes final and conclusive after the purchase, the final consumer shall

In the case of a change, the request for change of the final consumer information was made and D 20 times the request of the defendant

The information on end users was changed every time.

D) According to the instant contract, the Defendant, in principle, applies a discount rate of 50% from the standard price.

However, when selling less than 85% of the annual target amount, the discount rate shall be 40% (this case).

The subsidiary agreement (Referer Atach Management) on the resale of the contract (Referer Atach Management B).

E) The Defendant has relied on C products with 95% of its sales, from April 2002.

up to 4/4 quarter 2009 in total by the Defendant’s achievement of its business objectives during the 29 quarter shall be 11 quarter, and the volume shall be

Moreover, from 45 per cent (3/4 quarter of 2008), a large amount of 74 per cent (3/4 quarter of 2005) did not meet the operating objectives by 74 per cent (3/4 quarter of 2005).

C. The Gu even in a case where the quarter in which the Plaintiff achieved sales goals is not a final contract, even if the final contract was not concluded.

It is the time when every order has been issued.

[Ground of Recognition] Each of the above evidence, Gap evidence Nos. 7, 8, Eul evidence Nos. 36 through 40, 67 through 70, 76, 77

record, the purport of the whole pleading

2) Determination as to whether C’s compulsory purchase was enforced

According to the above facts of recognition, C is relatively superior to the transaction with the defendant.

in a position that would, at least, have a significant impact on the Defendant’s trading activity;

The defendant appears to have purchased the product of this case under the condition that the final consumer is not finally determined.

such purchase price may not be recovered until the resale of the product, and shall not be subject to considerable financial pressure.

Notwithstanding the absence of such determination, the final consumer of the instant product was not determined.

D. Although the possibility of resale is very low, purchase orders were issued, and C Singapore's purchase orders were issued.

D as a person in charge shall actively encourage D to do so, and without confirmation of the final consumer, the product of this case

any purchase by the Corporation after the end of the

C, taking advantage of its transactional position, appears to have been in cooperation to make it possible to sell them.

There was an act of having the defendant purchase any goods or services without the intent to purchase them.

There is room to regard it.

3) Whether the Plaintiff succeeds to the liability for damages in violation of the Fair Trade Act

C If liability for damages is recognized due to violation of the Fair Trade Act, the Plaintiff succeeds to it.

We examine whether or not.

A) Determination on the assertion of substantial merger and takeover of business

Eul evidence 3, Eul evidence 23 to 28, 31, 75, 112, 113, 115, 116, 123 and 32, and Gap evidence 32

The Plaintiff in light of the acquisition process as seen earlier, etc., solely with the descriptions of evidence Nos. 1 and 36

C From the transfer of the status under the instant contract from C, C more substantially merged16)

It is difficult to see that the business was transferred or taken over, and there is no other evidence to acknowledge it.

(c) 17);

B) Determination as to the assertion, etc. of the transferee of the business, who is a transferee of the business.

E Head Office has completed C’s acquisition or transfer of business to the existing customers of C

The facts notified to the effect are as seen earlier, and the entire pleading is made in each entry in the evidence Nos. 28 and 29

In full view of the purport of this, the plaintiff is still entitled to "C" after July 1, 2009.

use a check, and on the other hand, the employees of Singapore such as D continue to serve as employees of Singapore;

The fact that C continued use of C’s indication even though it was named, also the C’s website.

It is recognized that the facts have been used during the period of time. However, it shall be viewed as a transfer of business between the Plaintiff and C.

As seen earlier, there is no substance or appearance that the Defendant had any substance or appearance, and thus, on a different premise, the Defendant

The assertion that the responsibility of the transferee of the business who has advertised the transferee of the business or the assumption of the obligation is without merit.

C) As to the assertion that the liability for damages under the Fair Trade Act is an incidental obligation to the instant contract

Judgment

Damages caused by tort by the nature of the liability for damages caused by the compulsory purchase;

As seen earlier, the compulsory purchase of the foregoing shall take place in the course of the implementation of the instant contract.

(2) The court below erred by misapprehending the legal principles as to the liability for damages under the contract of this case

The contractual obligation cannot be deemed as the contractual obligation. Accordingly, the contractual obligation is accompanied by the transfer of the contractual status of the instant case.

The plaintiff shall be deemed to have taken over the damage liability due to forced purchase arising during the course of performance.

Therefore, the prior defendant's assertion is without merit on the different premise.

D) Determination on the remainder of the Defendant’s assertion

The defendant bears the employer's liability under Article 756 of the Civil Act against the plaintiff's forced purchase of D

I asserts to the effect that this act is forced to purchase as an employee of C. D, and that this act

Even if there was a liability for the employee, it is difficult to see that the Plaintiff succeeded to it as seen earlier.

The same shall apply.

Furthermore, D’s forced purchase as an employee of the Plaintiff or a person under its supervision (18)

As to whether it was a health unit, the above evidence and the evidence presented by the defendant alone are affixed thereto.

There is insufficient evidence to determine and there is no other evidence to prove otherwise.

In other words, the defendant's employees and E group employees are the guidance between the plaintiff and the defendant around July 2009.

The conclusion of a contract and the guidance service for the defendant's customers was discussed, and around March 2013.

E GMU (Glbal Mark Unit)’s channel manager (Chnex) etc. visits the defendant to visit the defendant.

The plaintiff entered into the inventory issue of the product of this case, thereby covering all rights and obligations of C.

claim that the plaintiff has succeeded to C, but the plaintiff has merged or has taken over the business.

The difficulties to see that the Plaintiff had been forced to purchase C are as seen earlier, and otherwise, the Plaintiff incurred damages due to forced purchase of C.

There is no evidence that the comprehensive succession has been made to the above obligations.

Therefore, each of the above arguments by the defendant is without merit.

4) Sub-decisions

Therefore, with respect to the transaction of the product of this case to the plaintiff, the fairness due to forced purchase.

No liability for damages under section 56(1) of the United States Act shall be deemed to exist, and the defendant's appeal shall be

as long as a counterclaim seeks the performance of the obligation to compensate for damages, there is a benefit of confirmation, so that there is a benefit of confirmation;

The part of the Plaintiff’s main claim seeking this is reasonable and on a different premise, as to the Plaintiff.

The part of the defendant's counterclaim claiming the performance of the above damage liability is without merit.

D. The Plaintiff’s change of information on the final consumer or violation of the up-to-date software transaction agreement; and

judgment as to the liability for damages caused by a disadvantage change

1) Facts of recognition

A) The Defendant was urged by D and C to conclude a contract that the final consumer was not finally determined.

In a case where there is a low probability, the instant product was purchased in a considerable quantity. The aforementioned inventory product trial was held.

In the case of sale, a period of approximately one year was normally required from the date of purchase, and not so.

Products remain in stock for a long time.

B) D At the Defendant’s request from 2002 to June 2009, the end of 20 times more than 20 times.

D on March 30, 2004, the final consumer information change by e-mail.

The explanation and application form have been provided, and the "use of the method" before PO means the use of the method.

from the next and following times, the only length is to instruct the person to follow a certain sentence that the person agrees.

Do also made.

C) Upon revocation of the order of △△△△, the Defendant asked D of the treatment plan against this.

D on March 30, 2004, “The sole method for which this license was ordered” in the e-mail of e-mail No. 30, 2004 ear:

I have the honor to modify to the Berne customer. I have the possibility that this situation does not occur frequently. “D”

After giving an answer, for an order (○○○○ - ○ - ○ - ○ - ○ - ○○), an accurate end user shall be appointed.

in the event that the Company has already received a license, it shall sign the disposal agreement and, unless otherwise, shall sign the disposal agreement.

The answer was made to the effect that the customer may issue the license.

D) D on June 30, 2009, which is the day before the Plaintiff’s acquisition of the instant contract became effective, as the day before June 30, 2009.

The period between C and C for a stock with a high possibility of resale within one year out of the existing stock of a dry product

in lieu of exempting the defendant from the cost of the maintenance and repair contract for the period, the first year period between C and C

The defendant entered into a contract for maintenance and repair in a lump sum, and USD 243,016 at the price shall be C.

was paid to the Corporation.

E) Since July 1, 2009, the Plaintiff prohibited the sale of the inventory of the instant product, and decided by the final consumer.

He clearly expressed his intention to refuse the measure, such as the universal change measure, free trade radar, etc.

[Grounds for Recognition] Gap evidence 9, 28, 48 through 51, Eul evidence 22, 55, 56, 71, 108, 120, 121, and 124 through

Each entry of evidence 126 and the purport of the whole pleadings

2) Determination

A) Determination as to whether the instant contract was modified and the duty of final consumer to change information

Article 10 of the contract of this case provides that the amendment to the contract of this case shall be made with the written consent of both parties

California Commercial Code of California (CALIFONA), the governing law of the contract of this case, provides that the contract of this case shall be governed by the law of this case

§ 2209 (2)(29) is amended by the parties in writing signed.

contract may not be amended by any other means, except that the contract signed by such person shall be amended by

subsection (1) of this section. (2) The term "as defined in section 1 of this section."

The final consumer information, etc. is indicated in the purchase order for the instant product.

same as in this case. However, the contract of this case contains all information about the final consumer at the time of purchase order.

or any provision prohibiting the supplementation or change of the final consumer information.

not. Rather, the circumstances between C and the Defendant, for which the final consumer is not finally determined, are between the two parties.

In the case where the defendant issued a purchase order for the product of this case (the "final number" in the purchase order)

It may not be final, unless it is described or described in the material information.

(2) The final consumer within a reasonable period of time is deemed to have been aware by both parties of this fact.

When the conclusion of the contract becomes final and conclusive, information on the final consumer shall be provided to C by the defendant, and C by the final consumer

d. The product of this case shall be supplemented or modified and confirmed to the end-user; and

As seen earlier, the method of performing such contract is the instant system.

D. The plaintiff is a supplement to the contract of this case, rather than a modification of the contract of this case (the plaintiff of this case)

mb) claims that such change may not be made without written notice, but the subject of such change

There is no specific assertion as to what the contract provisions of this case are.

Even if this is considered as an amendment to the contract of this case, California Civil Code (Califia)

Civ. Section 1698 (b) 13 of the Code Section 1698(b) is amended by oral agreement to amend a written agreement.

the parties are required to perform their oral arrangements ( ex officio). However, C is required by the Defendant.

By changing information on end users according to the agency, the above oral agreement was fully implemented.

(1) The contract of this case is based on a full-time agreement between C and the defendant, and is based on a oral agreement after C and the defendant.

I think that this change has been made.

Accordingly, C by the effective supplement or modification of the contract of this case, as to the defendant

Information Change Liability for the Final User of the Products in this case and permanent to the final User confirmed by the Information Change Liability

It is reasonable to see that the licensee has the obligation to provide the license.

(B) the duty to conduct the up-to-date software transactions;

Furthermore, while entering into a maintenance contract during the first half of 2009, D’s maintenance contract

Although the fact that the inventory of goods was up-to-dated, it is recognized that it was made by the Plaintiff, this is against the Plaintiff.

C solely because such circumstance is made in a special situation before the transfer of the contract.

the product of this case already purchased between the defendant and the defendant is set up at the latest but set up;

It is insufficient to recognize that there was an agreement, and there is no other evidence to acknowledge it.

C) The duty of information change for end users

According to the above paragraph (a) above, the final consumer is not finally determined between C and the Defendant.

If a final consumer is determined to purchase a product within a reasonable period of time, the information change and licensing shall be made;

The contract of this case in accordance with an agreement under which the key is to be issued shall be effective to supplement or supplement in accordance with the agreement

The obligation to change the final consumer for such a product is deemed to have been changed, and the obligation to change the final consumer for such product.

It is reasonable to view that the Plaintiff succeeded to the contract transfer.

On the other hand, according to the above evidence, the defendant's status in which the final consumer is not confirmed.

with respect to the purchase of the product of this case, the average period required for resale is at least one year.

Recognizing that it is difficult to recognize the existence of the up-to-date Round Agreement as seen earlier.

In light of the characteristics of software with frequent trade in products due to technological development, etc., the final end

Consumer's duty to change information is recognized only for a period of up to one year from the purchase order of the defendant.

It is reasonable to view that it is reasonable to view.

D) Succession to Plaintiff’s obligation

The law governing the validity of the acceptance of the contract of this case is California law of the United States.

As seen earlier, California in the case of the Plaintiff’s acceptance of the instant contract from C

according to State Commercial Code 2210 (20) 20), barring any special circumstance, the defendant who is the other party to the contract shall increase his/her obligations.

contract acceptance shall be allowed only if it does not prejudice or impair the right (e.g., contract acceptance).

the contract acceptance, and with respect to a significant limitation on its rights or obligations, only that consent to the contract acceptance.

It is difficult to see that consent is given.

Therefore, the plaintiff takes over the status of the contract of this case to supplement the contract of this case.

As a result of any change or change, C is liable to change information for the final consumer to the Defendant (the final consumer)

It would be said that he succeeded to the obligation to issue a license (including the obligation to issue a license).

E) The Plaintiff’s duty to change the final consumer of the manufactured goods purchased after the Plaintiff’s acquisition of the contract

Meanwhile, according to the above evidence, the plaintiff is confirmed as a final consumer since July 1, 2009.

It is recognized that only if determined, orders for purchase are given. Accordingly, July 2009

1. Afterwards, the final number is later final even after the plaintiff and the defendant have not become final and conclusive.

Inasmuch as there is no agreement with the intent to anticipate changes in the information of the principal and purchase the product, the plaintiff

any purchase order after the acquisition of the contract becomes effective, the final consumer information change to the Plaintiff

It is difficult to see that an obligation arises. Also, the defendant is not finally determined.

Since the burden of purchasing orders was reduced, the contract was modified disadvantageously.

Therefore, this part of the Defendant’s assertion on a different premise is without merit.

F) Judgment on the Plaintiff’s assertion

The plaintiff, a director in charge of all business of the defendant, shall make a final demand in order for H to draw off the performance of the contract.

As the contract with a person becomes final and conclusive, if the purchase price is increased to 1.5 billion won by forging the contract, etc.

The products were purchased and ordered to C, and 29 of which were 33 cases, correspond to the details of the defendant's forced purchase.

H. In the case of H’s false order, all or a substantial part of the stock products held by the Defendant

I asserts that it would be a kind of transaction.

According to the statements in Gap evidence 14 to 19, Eul evidence 58, the head of the defendant's business division

H In spite of the fact that the resale contract was not concluded with the end consumer, the performance of the contract shall not be deemed to have been made.

A contract with a final consumer over 17 times from December 22, 2008 to October 29, 2009 for grass.

As such, the fact that the contract, etc. was forged and the purchase order was issued to C on the basis thereof,

The cost is recognized to have reached US$ 1, 284, 887. According to the above facts of recognition, H:

with respect to the goods purchased or ordered by false orders, the final consumer between C and the defendant

It is not confirmed that the information on end users should be modified, and accordingly the information on end users should be changed.

Since there was no agreement on this issue, H's false order was purchased and re-purchased after then.

C or the Plaintiff is liable to provide information to the end consumer for any remaining product 21)

subsection (b) of this section.

g) products subject to obligation to change information on end users and to grant franchises;

The award that the final consumer was not finally determined between July 1, 2008 and June 30, 2009 by the Defendant.

Products with an order of purchase from Taek (any product that is deemed to have been purchased with a false order of H)

(other) The purchase cost of the stock product is as listed in the Schedule I, and the latter part of the year 2008 shall be the purchase cost of the stock product.

U.S. dollars 159, 448.75 on stock of a product, 2009 on stock of a product

511, 464 US$ 88, total 670, 913 USD 63.

Information between the Plaintiff and C arising out of an agreement between C and the Defendant by the final consumer;

by refusing to fulfill the obligation to grant a key, the Defendant may not sell the product.

Since it has suffered damage, the damage shall be at least equivalent to the purchase cost of the product and at least at the time of resale.

The amount equivalent to the sales profit that could have been obtained. (The plaintiff is entitled to partial purchase orders.)

A. A. each entry of Gap’s Certificate 37, 38 alone is alleged to have been issued by kis, but the final consumer

to the extent that the permanent licensing is issued to the public is not acceptable, and otherwise,

(3) if there is no evidence to prove that the

Then, the defendant's inventory of the product of this case prior to the plaintiff's default

Amount converted into KRW 736, 998, 622 ($ 670, USD 63 on 913 ¡¿ 1,50 won/$ 22 on 1,098), which is a hospitalized person; KRW 622 on 736, 998;

67,435,373 won ( = 736, 998, 622 won X sales profit) corresponding to 67,435, and sales profit

Rate 9.15% 23), total 804, 433, 995 won ( = 736, 998, 622 won + 67, 435, 373 won) and expenses therefor

The counterclaim of this case, as sought by the Defendant, after the date the Defendant refused to perform the obligation under this paragraph.

From December 15, 2013, the day following the service of a duplicate, the existence and scope of the obligation of the Plaintiff from December 15, 2013

Until February 5, 2015, the date of this decision, which is reasonable to dispute, 6% per annum prescribed by the Commercial Act, which is the next day.

From the date of full payment to the date of full payment, 20% per annum under the Act on Special Cases concerning the Promotion, etc. of Legal Proceedings

shall be liable to pay any damages for delay.

3) Sub-decisions

Therefore, the defendant's counterclaim is justified within the scope of the above recognition (the defendant's fair trade).

Under the law, damages claim and selective damages claim due to the default are sought.

claim is without merit, and the plaintiff's claim on this part exceeds the extent recognized earlier.

Only the part of confirmation of the non-existence of the obligation is reasonable, and the remaining claims are not reasonable.

4. Conclusion

If so, the plaintiff's principal claim and the defendant's counterclaim are accepted within the scope of each above recognition.

c. The remainder must be dismissed. Therefore, the part of the judgment of the first instance, which has different conclusions.

Sector is unfair, so the appeal by the defendant is partially accepted, and the plaintiff changes the claim in the trial at the trial.

As such, the judgment of the court of first instance is modified in accordance with the foregoing judgment, and a counterclaim filed by the defendant in the trial.

The claim shall be accepted within the extent recognized earlier, and the remainder shall be dismissed. It is so ordered as per Disposition.

shall be determined.

Judges fixed-ranking of the presiding judge

Judges are accommodated in judges;

Judges Gin Jae-in

A person shall be appointed.

A person shall be appointed.

1) C is a French State, and its registered office is located in Orue O, OOO, Gtilly, and France.

199 The contract entered into is written only by the subject of the contract, which is called the "generality".

2) As to the 22 pages to 23 pages of the instant contract

3) The C Products are two for development purposes (Develop management, DL), operation purposes (Deploy management, Rirme, RT), and development uses:

The purchase order immediately provides C in the CD form, but the use is not a separate CD, and the license is issued only in the license without a separate CD.

(c)the maintenance and repair of existing products, aside from products for Madacten and Maclas;

4) An ordinary level of two weeks is a temporary licensing in effect.

5) Racs kesey No = 000’s e-mail consisting of serial numbers, “Acces e-mail” = 000

(2).

6) The Plaintiff asserts that C’s acquisition procedure is as follows, but the Plaintiff’s statement of No. 123 and the Plaintiff’s document on August 21, 2014

The sole basis of each material of 2 to 5 that is not accompanied by the translation attached to the letter of submission is to acknowledge the fact of the assertion.

However, as seen earlier, the Plaintiff is merely an acceptance of the instant contract from C.

E head office or its affiliate conducting the acquisition procedure for C is separate from the Plaintiff, and the Plaintiff’s head office or its affiliate is the corporation

No further determination shall be made on the authenticity of the facts charged.

- - The head office of the E on July 2, 2008 shall be decided to take over C, a listed company.

- A special purpose corporation F (Plaintiff on August 21, 2014) as a subsidiary of E International Group B.V. on August 12, 2008

2. The C's stocks are made by establishing a document to be submitted and a document to be accompanied by the document to make a tender offer.

- On December 29, 2008, F is released from listing C after squeezeouting the remaining shares.

- On September 29, 2009, E International Group B.V. sell all F’s shares to EF governance.

- The F shall transfer all assets to EFrance on October 30, 209 and dissolve (the effect of dissolution is January 1, 2009).

(A)

November 30, 2009.C transfers all assets to E and dissolve (with the effect of dissolution on July 1, 2009)

(A)

7) Any rights arising out of a contract between C (or its subsidiary) and Ear company from July 1, 2009 to the Appendix of the above e-mail; and

Free will be transferred to E companies corresponding to the location of E companies. "." The above e-mail is indicated.

In full view of the phrase “transfer” in the main text of the contract, the parties have expressed their intent under the instant contract.

"Acceptance of the Contract of this case" or "Agreement of this case" covering the transfer of individual rights and obligations arising therefrom.

It is reasonable to view it as "transfer of the status in question".

8) According to Article 16 of the above contract, the applicable law of the above contract is Korean law.

9) In the first instance court, the Defendant did not have any interest in confirmation, or did not have to have been able to reach the judgment.

The main defense that the Plaintiff’s existence of the obligation was unlawful. However, the Defendant, in the first instance, sought confirmation on the existence of the obligation by the Plaintiff.

The plaintiff filed a counterclaim seeking the performance of the obligation to compensate for damages, thereby withdrawing the principal defense against the principal claim.

I think that it will be.

On the other hand, on May 1, 2014, the Plaintiff withdrawn the defense on the counterclaim from the fourth day for pleading.

10) Article 25 (Party Autonomy)

(1) A contract shall be governed by the law which the parties have chosen explicitly or implicitly: Provided, That the contract may choose implicitly, if any, its contents.

Any other circumstances may reasonably be recognized.

§ 34 (Assignment of Claim and Acceptance of Obligation)

(1) The legal relations between the transferor and transferee of a claim shall be governed by the applicable law of the contract between the parties concerned: Provided, That the assignment of claim

Possibility, the effect of the assignment of claims to debtors and third parties shall be governed by the applicable law of the claims to be transferred.

(2) The provisions of paragraph (1) shall apply mutatis mutandis to debt acquisition.

12) Article 32 (Unlawful Acts)

(1) A tort shall be governed by the law of the place where such act was committed.

(2) Paragraph (1) shall apply where the perpetrator and the victim are habitual residence in the same country as at the time a tort was committed.

Notwithstanding the provisions of a State, the law of that State shall govern.

(3) Paragraphs (1) and (2) shall apply where the legal relations existing between the perpetrator and the victim are infringed by a tort.

Notwithstanding the provisions of this section, the applicable law of such legal relations shall govern.

(4) Where the foreign law is applied under paragraphs (1) through (3), a claim for damages due to a tort.

the extent that its nature is not clearly appropriate for the victim, or the extent is essentially applicable; or

If it exceeds the extent necessary for the appropriate compensation for damage, it shall not be recognized.

13) Article 7 (Mandatory Application of Korean Law)

In light of the legislative purpose, mandatory provisions of the Republic of Korea to be applied to the relevant legal relationship, regardless of applicable law

Even if a foreign law is designated as the governing law under the law, it shall be applicable.

14) The Fair Trade Act prevents abuse of market dominant positions by enterprisers and excessive concentration of economic power, and unfair joint conduct.

Restrictions on fair and free competition, thereby promoting creative business activities;

the legislative purpose of protecting and protecting consumers and promoting the balanced development of the national economy;

C. (Article 1 of the Fair Trade Act)

15) The Plaintiff entered into a contract on distribution and sales agency for the Defendants’ products with the Defendants, and the Plaintiff entered into such contract with the Defendants.

It is the case claiming that there had been forced purchase. Supreme Court Decision 2010Da2010 Decided August 26, 2010, which is the final appeal of the above case.

28185 Judgment of the Seoul High Court which is the court below without a statement on the grounds that the Fair Trade Act is an international mandatory law.

The appeal is dismissed by supporting the judgment.

16) The issue of merger is whether to be determined between E head office and C, and the Gu is solely based on the evidence No. 123 and the data submitted by the Plaintiff

It is difficult to determine the procedure of physical merger. According to the MOU (No. 123 Certificate B) between E and C, E head office shall:

After making public tender offer of C’s shares that are not merged or acquired by business, C has breached its management right, and C has been a customer of each country.

The remaining assets and liabilities upon acceptance of the contract have been transferred to EFrance or any other E affiliate.

of this chapter. This is also deemed to be applicable.

17) The defendant is only a legal entity in the form of the plaintiff and actually ordered the business from the headquarters E to report.

corporation operated in the form of such corporation is in fact in the position of a branch, E branch, and

The affiliate holds that it is a single company with the beginning of the region. The evidence mentioned above shall be examined.

Comprehensively taking account of the whole, the Plaintiff is subject to the relocation of the headquarters in addition to the relocation of the headquarters in each region.

It appears that it is merely a de facto branch with no intent and ability to make a decision. However, this circumstance alone alone does not constitute the original source.

It is difficult to deem that an intentional corporate personality has reached the degree of denial, and the defendant recognizes the responsibility of the plaintiff and thereby the defendant recognizes the responsibility of the plaintiff.

B. The defendant's above assertion is not accepted, since it is not possible to estimate the responsibility to other affiliates.

18) D does not have been an employee of the Plaintiff.

19) Revised 2209 (2) A sgrescis marcis exciscis marcis marcis marcis a

sging cannot beng, unreded or unred, but ex Dochantant Doz.

3. 5% on the date on which the Ministry of Land, Infrastructure and Transport makes a decision to see the Muscant Musust to be caused.

Part y.

20) California Commercial Code 2210 (2)

section 9406, unless otherwise provided by section 9406, or unless the parties agree, all rights of the buyer or seller

(1) the transfer has seriously changed the obligations of the other party, or has any burden or risk imposed by the contract.

Transfer may be made only if the opportunity to increase or benefit in return is not seriously undermined.

(2) The ei, e, e. , e., e., e., e., e.

Untiltile buer canal dyeculed excul dye china Doctrine Doctrine Doctrine Doctrine

duty of the other party , or increase materially the burden or risk imposed on him or her by

Whites or her contractor, either deropairs or herherherreance.

A For the purpose of getting the right to be granted, the Special Metropolitan City Mayor, Do governor, the Do governor, the Do governor of the City, Do governor, s.

4.2.2.2.2. 1.2.2. 1.2.2. 2.2.2. 1.3.2. 1.3.2. 1.2.2. 1.2.

21) Of the details of purchase orders from July 1, 2008 to June 30, 2009, the order number ○○○○○○○ - 2008 - 061, 080, 081 and 081, and

○○○○○ - 2009 - 018, 024, 025, 057, 059, 064, 069, 070, 072, 075, 076, 085, 093, and 094

22) On November 27, 2014, the date of the closing of argument in the instant case, according to the standard ratio of final public notice sale as of November 27, 2014.

23) The resale amount of the instant product reaches 95% of the Defendant’s sales, which is recognized by the statement in Category B No. 107.

The Defendant’s average net profit rate, 9.15%, as the sales profit rate of the instant product, is reasonable to view it as the Defendant’s average net profit rate.