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1. The plaintiff's primary and conjunctive claims are all dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The Defendant lent funds to Nonparty C Co., Ltd. (hereinafter “C”) and acquired convertible bonds in an amount equivalent to KRW 2 billion issued by C as security, and registered as a intra-company director on February 28, 2018.
B. On May 2, 2018, D publicly announced that E’s representative director E would be accused of breach of trust of the amount of KRW 13.6 billion, and suspended C’s share transaction on May 3, 2018 on the following day, and the Defendant was appointed as C’s representative director on May 4, 2018.
C. On May 16, 2018, the Plaintiff, the representative director of the non-party F Co., Ltd. mainly engaged in the production and construction of plants, entered into a mutual performance agreement with the Defendant on May 16, 2018, which succeeds to C’s management right (hereinafter “instant mutual performance agreement”), and the main contents are as follows.
Article 2 (Form of Succession to C Management Right) A (Defendant) and B (Plaintiff) succeed to C’s management right, the following procedures are as follows:
A shall appoint a person designated by B as a management manager of C and register it, and shall deliver all of the management data related to C owned by A.
(b) A shall hold a board of directors to subscribe to the new shares of Eul (hereinafter referred to as "B") and adopt and publicly announce a resolution for the allocation of shares to a third party.
(c) “A” shall actively assist a person designated by B (hereinafter referred to as “B”) after making a resolution to hold a temporary general meeting of shareholders of “C” to be appointed as an internal director of “C”.
C A letter of resignation of both inside directors (A and G) of C shall be delivered to B.
E. A waives the status as representative director and the status as an internal director to B, and delegates the authority and status to B to the person nominated by B. The A shall also prepare a letter of delegation of business management to B, and deliver it to B. The G also holds all the status as an internal director.