1. The part concerning the counterclaim in the judgment of the court of first instance shall be revoked.

The defendant-Counterclaim plaintiff's counterclaim is dismissed.

2...

Facts of recognition

The plaintiff is a company established for the purpose of electrical construction business, and the defendant is a company established for the purpose of merger, transfer and acquisition.

On July 11, 2016, the Plaintiff agreed to purchase the “right to registration of electrical construction business (D)” from C Co., Ltd. (hereinafter “C”) and entered into an agency contract with the Defendant as shown in attached Table 1 (hereinafter “instant agency contract”), and paid KRW 11,00,000,000 to the Defendant as an agent fee (including value-added tax).

On July 11, 2016, the Plaintiff entered into a transfer/acquisition agreement with the KAB and the KABC with the same content as the attached Form 2 (hereinafter referred to as “instant transfer/acquisition agreement”) with respect to the right to register the electrical construction business, and made a merger public announcement in E, etc.

The Plaintiff paid 298,00,000 won (including value-added tax) to the Fund in accordance with the transfer and acquisition contract of this case as down payment and intermediate payment.

The Plaintiff filed the instant lawsuit against the Defendant on September 13, 2016, claiming that the Plaintiff rescinded the instant transfer/acquisition contract on the grounds that the debt amount of the Plaintiff would be excessive, after paying the down payment and intermediate payment to the Bank of Bankruptcy Co., Ltd. as above.

[Grounds for recognition] The plaintiff's assertion as to the main purport of the argument as to Gap's 1, 2, 3-1, 4-1, and 4 (including a serial number; hereinafter the same shall apply) and the main purport of the argument as a whole, is known to the plaintiff as an expert in the transfer and acquisition business of electrical construction registration right prior to the conclusion of the transfer and acquisition contract of this case, who is an expert in the transfer and acquisition business of the loan agreement of the LAC, and was obligated to notify the plaintiff of the above fact in good faith at the time of the conclusion of the contract. In addition, the plaintiff did not notify the plaintiff of the above fact despite his duty to notify the plaintiff of the debt of the LAC at the time of the conclusion of the contract. In addition, if the plaintiff merges with the electrical construction business division divided in the LAC under the transfer and acquisition contract of this case