1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

3. The judgment of the court of first instance is subject to Paragraph (1).

1. Basic facts

A. On November 19, 2015, the Plaintiff entered into a corporate acquisition agreement with the Defendant with respect to C (hereinafter “instant company”) on the purchase price of KRW 600 million and entered into a share acquisition agreement with respect to the instant company C (hereinafter “instant contract”) and a share acquisition agreement with respect to 20,000 shares of the instant company.

B. The main contents of the instant contract are as follows.

Article 1 (Purpose) The purpose of this Agreement is to transfer or acquire the instant company to the Defendant to acquire the housing construction right promoted by the Plaintiff in the name of the instant company in the name of the Gyeonggi-do company to the outside of Gwangju-si.

Article 4 (Amount of Transfer and Receipt)

1. The defendant is the plaintiff's KRW 600,000,000 (the plaintiff's input amount of KRW 1550,000,000,000,000,000,000,000,00

2. The payment period for the above acquisition price shall be KRW 20,00 won when the landowner and the agreed amount are paid, KRW 30,000 won on December 15, 2015, KRW 100 million on February 15, 2016, KRW 100,000 won on March 10, 2016, KRW 250,000 on September 1, 2016 (pre-determined to 200,000 won when the remaining land is prohibited), and KRW 100,00 won on November 2016 (pre-determined to 250,000,000).

Article 10 (Matters of Special Agreement)

1. Of the transfer and acquisition proceeds of this case, KRW 150 million for the preservation of the Plaintiff’s inputs shall be paid definitely regardless of the Defendant’s progress of the project, and the remaining KRW 450 million shall be paid only when the project is normally undertaken.

C. Until early 2017, the Defendant paid to the Plaintiff KRW 50 million out of the purchase price stipulated in the instant contract.

[Ground of recognition] A without dispute, entry of evidence No. 1, purport of the whole pleadings

2. Determination

A. According to the above facts of recognition as to the cause of claim, the defendant bears the duty to pay the plaintiff KRW 150 million, regardless of whether the E housing project is implemented, according to the contract of this case. Thus, the above KRW 150 million after deducting the amount of KRW 50 million paid by the defendant to the plaintiff from the above KRW 150 million and the remaining amount of KRW 100 million after the payment date.